Common use of Condition of Premises Clause in Contracts

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was were in good order and satisfactory condition when the Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease)suppliers. No promise of the Landlord to alter, remodel or improve the Property Premises or the Building and no representation by Landlord or its agents respecting the condition of the Property has Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any written amendment hereto signed real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord and to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant).

Condition of Premises. The Premises are demised Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant and Tenant accepts the same “as-is”, except acknowledges that (a) if, not later than sixty (60) days following it is fully familiar with the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), Premises and agrees to take the Landlord shall, with respect to such designated portion(s) same in its condition “as is” as of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013Execution Date, and all other work necessary (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as or to space added pay for or construct any improvements to the Premises pursuant to Section 42.01Premises, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, except with respect to such designated portion(spayment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, perform the Shell Work described Building and the Project were at such time in Exhibit B-1 at good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole cost and expense prior exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date which (the “Shortfall Notice Deadline”) that is ninety (90) days following after the date Execution Date. In the event that Landlord receives a Shortfall Notice on which or before the additional space would be delivered under Section 42.01 but for Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant election Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the same be delivered Delivery Shortfall referenced in shell conditionsuch Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and all other work necessary not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, contrary in accordance with the applicable provisions of this Lease. Tenant’s taking possession of , Landlord shall not have any portion of obligations or liabilities in connection with (y) a Delivery Shortfall except to the Premises shall be conclusive evidence that extent such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or its agents, independent contractors or suppliers (subject before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to the provisions of Section 3.01 of this Lease). No promise an obligation of Landlord to alter, remodel or improve remedy such Delivery Shortfall under the Property and no representation by Landlord or its agents respecting the condition immediately preceding sentence and/or (z) any failure of the Property has been made Existing Building Systems to Tenant or relied upon by Tenant other than as may be contained in this Lease good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any written amendment hereto signed other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by Landlord this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and Tenantin any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. The Landlord shall deliver the Expansion Premises are demised to Tenant in good, vacant, broom clean condition, in compliance with all laws (to the extent required to obtain or maintain a certificate of occupancy for the Expansion Premises), with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Expansion Premises to be in good operating condition and repair on or before the Expansion Commencement Date. Further, Landlord at its sole cost (and at no cost to Tenant accepts through Operating Expenses or otherwise) shall be responsible to cause the same “exterior of the 900 Building and the structural portions of the 900 Building to be in compliance with applicable ADA requirements to the extent required to allow the legal occupancy of the Expansion Premises for the permitted use (subject to Tenant's interior design and utilization of existing entrances for required egress from the 900 Building). Tenant acknowledges that except as provided in this Section, Tenant shall accept the Premises in their existing, "as-is”, except that (a) if, not later than sixty (60) days following " condition on the date of this Lease, Tenant notifies Landlord that delivery thereof to Tenant. Except for the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being payment of the essence of such notice)Tenant Improvement Allowance as provided in Section 2, below, Landlord shall have no obligation to make or pay for any improvements to the Landlord shallPremises. Further, with respect to such designated portion(sany hazardous materials (as defined by applicable laws) existing in the Expansion Premises as of the Premisesdate of delivery of the Expansion Premises to Tenant, perform the Shell Work described in Exhibit B-1 if any, shall be removed or remediated by Landlord as required by applicable laws, at Landlord’s 's sole cost and expense prior to September 1(i.e., 2013the cost of the Tenant Improvements shall not include such costs, and all other work necessary to prepare the Initial Premises Tenant Improvement Allowance shall not be used for Tenant’s occupancy shall be performed at Tenant’s sole cost and expensesuch costs), in accordance with the applicable provisions of this Lease and (b) as to space added except to the Premises pursuant to Section 42.01, extent (if Tenant elects as provided therein, any) that some such hazardous materials were brought onto or all of released onto the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)Expansion Premises, the Landlord shall, with respect to such designated portion(s) Building or the Center through the acts or omissions of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agentsemployees, independent contractors agents or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantcontractors.

Condition of Premises. The Premises are demised Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant and Tenant accepts the same “as-is”, except acknowledges that (a) if, not later than sixty (60) days following it is fully familiar with the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), Premises and agrees to take the Landlord shall, with respect to such designated portion(s) same in its condition “as is” as of the PremisesTerm Commencement Date and (b) Landlord shall have no obligation to alter, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to repair or otherwise prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as or to space added pay for or construct any improvements to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior other than pursuant to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, terms and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Leasethe Work Letter. Tenant’s taking of possession of any portion the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair. Notwithstanding anything to the contrary in this Lease (but subject to the last grammatical sentence of this Section 5), Landlord hereby represents and warrants that, as of the Term Commencement Date, (y) the Premises shall be conclusive evidence that such portion in compliance with the ADA (as defined below), and (z) the (i) roof of the Premises was Building, (ii) plumbing, electrical and heating, ventilating and air conditioning systems serving the Premises, and (iii) centralized vacuum, industrial hot water and deionized water systems serving the Premises, shall be in good order working order, condition and satisfactory condition when Tenant took possessionrepair; provided, however, that Tenant’s sole and exclusive remedy for a breach of such representation and warranty shall be to deliver notice to Landlord (“Repair Notice”) on or before the date that is six (6) months after the Execution Date (such date, the “Warranty Date”) detailing the nature of such breach. In the event that Landlord receives a Repair Notice on or before the Warranty Date, Landlord shall promptly make any repairs reasonably necessary to correct the breach described in the Repair Notice (but only to the extent that Landlord determines that the breach described in the Repair Notice constitutes an actual breach of the representation and warranty provided by Landlord in subsections (y) and (z) above). The representation and warranty provided by Landlord in subsections (y) and (z) above shall expire, and be of no further force or effect, on the Warranty Date and Landlord shall not have any further obligations or liabilities in connection with such representation and warranty (except for latent defects not readily apparent from with respect to any actual breaches identified in a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has Repair Notice delivered notice to Landlord, excluding items of damage caused by Tenant to Landlord on or its agentsbefore the Warranty Date); provided, independent contractors or suppliers (subject to however, that the provisions expiration of such representation and warranty shall not derogate from Landlord’s repair and maintenance obligations under Section 3.01 18.1 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Premises are demised to Except as expressly set forth in this Lease and in the Tenant and Tenant accepts the same “as-is”Work Letter attached hereto as Exhibit B, except that (a) if, Landlord shall not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform provide or pay for any improvement, remodeling or refurbishment work or services related to the Shell Workimprovement, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) remodeling or refurbishment of the Premises, perform and Tenant shall accept the Shell Work described Premises in its "As Is" condition on the Lease Commencement Date; provided, however, in the event that, as of the Lease Commencement Date, the Tenant Improvements (as defined in Exhibit B-1 B), in their condition existing as of such date without regard to Tenant's use of the Premises, and based solely on an unoccupied basis, (A) does not comply with applicable Laws in effect as of the date hereof, or (B) contains latent defects (not caused by Tenant's acts or omissions), then Landlord shall be responsible, at Landlord’s its sole cost and expense prior which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such non-compliance to September 1the extent and as and when required by applicable Laws, 2013and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, and all other work necessary however, that if Tenant fails to prepare give Landlord written notice of any such latent defects described in clause (B) hereinabove within twelve (12) months after the Initial Premises for Tenant’s occupancy Lease Commencement Date, then the correction of any such latent defects shall be performed Tenant's responsibility at Tenant’s 's sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Premises are demised Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant and Tenant accepts the same “as-is”, except acknowledges that (a) if, not later than sixty (60) days following it is fully familiar with the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), Premises and agrees to take the Landlord shall, with respect to such designated portion(s) same in its condition “as is” as of the PremisesTerm Commencement Date and (b) Landlord shall have no obligation to alter, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to repair or otherwise prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expenseor to pay for or construct any improvements to the Premises. Notwithstanding the foregoing, if Tenant determines within the first thirty (30) days following the Commencement Date that any of the Building systems serving the Premises are not in accordance working order (consistent with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such noticemanufacturer’s specifications), the Landlord shall, with respect to shall promptly rectify any such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 condition or detect at Landlord’s its sole cost and expense prior after receipt of written notice from Tenant within such time setting forth the nature and extent of any such condition or defect. If after expiration of such initial thirty (30) day period, Tenant is required to make repairs to any component of the date Premises for which is ninety (90) days following the date on which the additional space would be delivered Landlord may have obtained a warranty, Landlord shall, upon request by Tenant, use its good faith efforts to pursue its rights under Section 42.01 but any such warranties for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for benefit of Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking of possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was shall, except as otherwise agreed to in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair. Landlord and Tenant agree and acknowledge that the Exit Audit Report for Gemini Science dated August 20, 2006, performed by URS, the radioactive materials license release survey referenced therein, and the fume hood decontamination report dated July 18, 2008, shall constitute the baseline environmental condition of the Premises (the “Baseline Phase I”) and, notwithstanding anything to the contrary in Article 27, Tenant shall have no obligation to perform any remediation recommendations that are inconsistent with the Baseline Phase I environmental condition of the Premises.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that Within thirty (a) if, not later than sixty (6030) days following after completion of the date of this LeaseTenant Improvements, Tenant notifies Landlord that the Initial Premises or shall conduct a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being walk-through inspection of the essence Premises with Landlord and complete a punch-list of such notice)items needing additional work by Landlord. Other than the items specified in the punch- list, the Landlord shall, with respect to such designated portion(s) by taking possession of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy Tenant shall be performed at Tenant’s sole cost and expense, in accordance deemed to have accepted the Premises as improved with the Tenant Improvements in good, clean and completed condition and repair, subject to all applicable provisions of this Lease laws, codes and (b) as ordinances. The punch-list to space added be prepared by Tenant shall not include any damage to the Premises pursuant to Section 42.01caused by Tenant's move-in, if Tenant elects as provided therein, that some or all of the space so added which damage shall be delivered in shell condition (but absent such notice repaired or corrected by Tenant, at its expense. Tenant acknowledges that neither Landlord will not otherwise be obligated nor its Agents have agreed to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior undertake any Alterations or construct any Tenant Improvements to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered Premises except as expressly provided in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises If Tenant fails to submit a punch-list to Landlord within such thirty (30) day period, it shall be conclusive evidence deemed that there are no items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection or as soon as practicable thereafter. Upon completion of such portion of the Premises was punch-list items, Landlord shall so notify Tenant. Tenant shall approve such completed items in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice writing to Landlord. If Tenant fails to reasonably approve such items within fifteen (15) days of notice of completion by Landlord, excluding such items of damage caused shall be deemed approved by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Premises are demised Completion of the Tenant Improvements (as defined in the Work Letter) by Tenant shall be governed by the terms and conditions of the Work Letter which is attached hereto as Exhibit “B”. Tenant’s obligation to construct the Tenant Improvements pursuant to the Work Letter is independent of, and in addition to, Tenant’s obligation to pay Rent under this Lease. Tenant acknowledges that Tenant has had an opportunity to conduct a thorough and diligent inspection and investigation of the Premises, Common Area and Building Systems (as defined in Paragraph 8(a) below) for each Building (including, without limitation, the electrical and HVAC capacity and distribution systems to and throughout the Premises). Landlord shall deliver to Tenant, and Tenant accepts shall accept, the same Premises in their “as-is”, except that (a) ifwhere-is condition, not later than sixty (60) days following with all faults” as of the date of this Lease; provided, however, that the roof and Building Systems of each Building shall be delivered in good order and working condition, and if Tenant notifies Landlord within three (3) months following either Delivery Date that any of the Initial Premises Building Systems (excluding any portion of such Building Systems damaged or a portion thereof altered by Tenant as part of, or during installation of, the Tenant Improvements) serving the applicable Building are not in good working condition, then Landlord shall perform the necessary maintenance, repair and/or replacement of said portions of the Building Systems so that they are in good working condition and the cost of any resulting capital repairs or replacements (clearly designated in as opposed to routine maintenance) of such notice to Landlord) Building Systems that are to be delivered in shell condition (but absent such notice deemed necessary by Landlord will not otherwise be obligated included in Expenses; provided, however, that the foregoing warranty and undertaking by Landlord shall not apply to perform the Shell Work, time being extent of any damage caused by Tenant’s construction of the essence Tenant Improvements or by other acts or omissions of such notice)Tenant or Tenant’s agents that affect the condition of the roof or Building Systems. Other than the express warranty in the preceding sentence, the Landlord shallhas not made and will not make any representation or warranty, express or implied, with respect to such designated portion(s) the condition of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1Buildings, 2013Common Area or Building Systems, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) the suitability, fitness or capacity of any of the foregoing for the conduct of Tenant’s Permitted Use or for any other purpose. Subject to the foregoing, by accepting delivery of the Premises, perform Tenant shall be deemed to have accepted the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but same as suitable for the Tenant election that the same be delivered in shell conditionpurpose herein intended, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence have acknowledged that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than Premises complies with Landlord’s obligations for delivery of the Premises as may be contained provided in this Lease or in any written amendment hereto signed by Landlord and TenantParagraph 3(b).

Condition of Premises. The Premises are demised Except as expressly set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B, Landlord shall not he obligated to Tenant provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant accepts shall accept the same “as-is”Premises in its "As Is" condition on the Lease Commencement Date; provided, except that (a) ifhowever, not later than sixty (60) days following in the event that, as of the date of execution of this Lease, the Base, Shell and Core of the Building (as defined in Section 1 of Exhibit B), in its condition existing as of such date without regard to any of the Tenant notifies Landlord that Improvements, alterations or other improvements to be constructed or installed by or on behalf of Tenant in the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) Tenant's use of the Premises, perform and based solely on an unoccupied basis, (A) does not comply with applicable Laws in effect as of the Shell Work described in Exhibit B-1 date hereof, or (B) contains latent defects (not caused by Tenants acts or omissions), then Landlord shall be responsible, at Landlord’s its sole cost and expense prior which shall not be included in Building Operating Expenses (except as otherwise permitted in (and not excluded in) Section 4 2 hereof), for correcting any such non-compliance to September 1the extent and as and when required by applicable Laws, 2013and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, and all other work necessary however, that if Tenant fails to prepare give Landlord written notice of any such latent defects described in clause (B) hereinabove within eighteen (18) months after the Initial Premises for Lease Commencement Date, then the correction of any such Intent defects shall, subject to Landlords repair obligations in Section 72 hereof, be Tenant’s occupancy shall be performed 's responsibility at Tenant’s 's sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Premises are demised Landlord represents and warrants to Tenant and Tenant accepts the same “as-is”that, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being as of the essence of such notice)Lease Commencement Date, the Landlord shallall mechanical, with respect to such designated portion(s) of elevator, HVAC, plumbing and electrical systems servicing the Premises, perform all structural elements of the Shell Work described in Exhibit B-1 at Landlord’s sole cost Building and expense prior to September 1the roof of the Building (collectively, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy “Building Elements”) shall be performed at Tenant’s sole cost in good working order and expensecondition, in accordance with without taking into account the applicable provisions effect thereon of this Lease and (b) as to space added any Tenant Improvements, Alterations or other modifications to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors employees or suppliers contractors; and prior to the Lease Commencement Date, Landlord shall, at no cost to Tenant, undertake such work as may be required to place such Building Elements in good working order and condition. In the event that it is determined, and Tenant notifies Landlord in writing within one hundred twenty (120) days after the Lease Commencement Date, that such representation and warranty above is untrue as of the Lease Commencement Date, and such failure was not caused by Tenant, then it shall be the obligation of Landlord, and the sole right and remedy of Tenant, after receipt of written notice from Tenant setting forth with specificity the nature of the failed performance, to promptly, within a reasonable time and at no cost to Tenant, to correct such failure. Tenant’s failure to give such written notice to Landlord within one hundred twenty (120) days after the Lease Commencement Date shall constitute a conclusive presumption that the Premises and all Building Elements were in good working order and condition as of the Lease Commencement Date. Except as provided in the preceding sentence, having made such inspection of the Premises, the Building and the Project as it deemed prudent and appropriate (including, without limitation, testing for the presence of mold), Tenant hereby accepts the Premises in their condition existing as of the Delivery Date, “AS-IS” and “WITH ALL FAULTS” subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property use and no representation by Landlord or its agents respecting the condition of the Property has been made Premises, and any covenants or restrictions, liens, encumbrances and title exceptions of record, and accepts this Lease subject thereto and to Tenant or relied upon all matters disclosed thereby and by Tenant other than any exhibits attached hereto. Except as may be contained specifically set forth in this Lease and in the Work Letter, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant acknowledges that, except as expressly set forth herein, neither Landlord nor any agent of Landlord has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Tenant’s business. Neither party has been induced to enter into this Lease by, and neither party is relying on, any representation or warranty outside those expressly set forth in this Lease. Neither Landlord nor anyone acting on its behalf shall be liable for, nor shall this Lease be subject to rescission on account of, the nondisclosure of any written amendment hereto signed by Landlord and Tenantfacts. Tenant expressly waives any right to rescission and/or damages based on nondisclosure of any facts.

Condition of Premises. The Premises are demised Except as specifically set forth herein, Landlord shall not be obligated to Tenant provide or pay for any improvement work or services related to the improvement of the Second Expansion Premises, and Tenant accepts shall accept the same Second Expansion Premises in its presently existing, “as-is”” condition. In addition, except that (a) if, Landlord shall not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform provide or pay for any improvement work or services related to the Shell Work, time being improvement of the essence Existing Premises, and Tenant shall continue to accept the Existing Premises in its presently existing, “as-is” condition. Notwithstanding the foregoing, Landlord shall construct the improvements in the Existing Premises and Second Expansion Premises pursuant to the terms of such noticethe Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”). Landlord shall deliver the Second Expansion Premises to Tenant in good, vacant, broom clean condition with the roof (and roof membrane) water-tight and shall cause the Building Systems (as that term is defined in Section 7.3 of the Original Lease) serving the Second Expansion Premises to be in good operating condition and repair (all of the foregoing, the “Delivery Condition”) on or before the Second Expansion Commencement Date. Further, Landlord shall redeliver the Existing Premises to Tenant on or before the Existing Premises Recommencement=Date. Notwithstanding anything in the Lease to the contrary, in connection with the foregoing Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior (which shall not be deemed an Operating Expense), repair or replace any failed or inoperable portion of the such Building Systems serving the Second Expansion Premises (or the Existing Premises, as the case may be) during the first twelve (12) months of the Second Expansion Term (or, for the Existing Premises, the first twelve (12) months after the Existing Premises Recommencement Date) (“Warranty Period”), provided that the need to September 1repair or replace was not caused by the misuse, 2013misconduct, and all other work necessary to prepare the Initial Premises for damage, destruction, and/or negligence of Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01its subtenants and/or assignees, if any, or any company which is acquired, sold or merged with Tenant elects as provided therein(collectively, that some “Tenant Damage”), or all by any modifications, Alterations or improvements constructed by or on behalf of Tenant (except for the space so added Tenant Improvements). Landlord shall be delivered in shell condition (but absent coordinate such notice Landlord will not otherwise be obligated work with Tenant and shall utilize commercially reasonable efforts to perform the Shell Work, time being of the essence of such notice), the Landlord shall, same in a manner designed to minimize interference with respect to such designated portion(s) Xxxxxx’s use of the Premises. To the extent repairs which Landlord is required to make pursuant to this Section 6 are necessitated in part by Tenant Damage, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but then Tenant shall reimburse Landlord for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion an equitable proportion of the Premises shall be conclusive evidence that cost of such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantrepair.

Condition of Premises. Tenant hereby agrees that the Premises shall be taken "as is", "without any representations or warranties", subject to latent defects and except as expressly set forth herein, and Tenant hereby acknowledges and agrees that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes. The Premises are demised to Tenant shall be initially improved as provided in, and Tenant accepts subject to, the same “as-is”, except that (a) if, not later than sixty (60) days following the date terms of this LeaseLease and the Tenant Work Letter attached hereto as Exhibit C and made a part hereof. The work described on attached Exhibit C is referred to herein as the "Tenant's Work." Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant notifies Landlord that as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Initial Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, in the Premises or a portion thereof (clearly designated in the Building provided that such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will work does not otherwise be obligated to perform the Shell Work, time being unreasonably interfere with Tenant's intended use of the essence of Premises and/or Tenant's operations within the Premises, and provided that such notice), work does not reduce the Landlord shall, with respect to such designated portion(s) size of the Premises, perform (ii) to alter, close or relocate any facility in the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some Common Areas or all otherwise conduct any of the space so added shall be delivered in shell condition (but absent above activities for the purpose of complying with a general plan for fire/life safety for the Building or otherwise, provided that Landlord provides adequate substitute facilities and provided that such notice Landlord will work does not otherwise be obligated to perform reduce the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) size of the Premises, perform and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the Shell Work described regulation thereof not currently in Exhibit B-1 at Landlord’s sole cost and expense prior effect. Landlord shall use commercially reasonable efforts to minimize interference with Tenant's business. Notwithstanding the foregoing, to the date which is ninety (90) days following extent that Landlord requires access to the date on which Premises in order to exercise any of the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell conditionrights contained herein, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy such access shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained requirements set forth in this Lease or in any written amendment hereto signed by Landlord and TenantArticle 13 herein.

Condition of Premises. The Premises are demised Notwithstanding anything in the Lease to the contrary, Tenant is currently in possession of the entirety of the Suite 400 Space (other than the portion of the Suite 400 Space currently occupied by Western Bank, which Landlord shall deliver to Tenant following Western Bank’s surrender of the same), Xxxxx 000 Xxxxx xxx Xxxxx 000 Space and agrees to accept the entirety of the Premises (inclusive of the Suite 900 Space) from Landlord, in their existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and, except as provided in the Lease, Landlord shall have no obligation whatsoever to refurbish or otherwise improve any portion of the Premises at any time during the Lease Term; provided, however, Landlord hereby agrees to provide to Tenant accepts an allowance equal to $5,147,765.00 (which is equal to (i) $125.00 per square foot of Rentable Area for the Suite 600 Space, plus (ii) $75.00 per square foot of Rentable Area for the Suite 500 Space, plus (iii) $25.00 per square foot of Rentable Area for the Suite 400 Space, plus (iv) $90.00 per square foot of Rentable Area for the Suite 900 Space) (collectively, the “Landlord’s Construction Allowance”), which shall be utilized for the construction of certain improvements to the Premises in accordance with the terms and conditions of the work letter attached hereto as Exhibit B. In no event shall the Landlord’s Construction Allowance allocable to the Suite 500 Space be available prior to the Existing Expiration Date unless Tenant requests disbursement of the same “as-is”prior to such date, except that (a) ifin which case, not later than sixty (60) days following effective as of the date of this Lease, Tenant notifies Landlord that the Initial Premises or a disburses any portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)Landlord’s Construction Allowance allocable to the Suite 500 Space, the Landlord shall, Basic Annual Rent and Base Year with respect to such designated portion(sthe Suite 500 Space shall be adjusted as set forth in Sections 5(a) of and 6(b) above. In addition, in no event shall the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense Construction Allowance allocable to the Suite 400 Space be available prior to September 1, 2013, and all other work necessary 2019 unless Tenant requests disbursement of the same prior to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expensesuch date, in accordance with the applicable provisions of this Lease and (b) which case, effective as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice date that Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of disburses any portion of the Premises Landlord’s Construction Allowance allocable to the Suite 400 Space, the Basic Annual Rent and Base Year with respect to the Suite 400 Space shall be conclusive evidence adjusted as set forth in Sections 5(a) and 6(c) above. Tenant acknowledges and agrees that any obligations of Landlord originally existing in the Lease to complete leasehold improvements and/or furnish allowance with respect to the Suite 500 Space, if any, have been completed and/or satisfied in their entirety, and any provisions in the Lease providing for such portion obligations are hereby null and void and of no further force or effect. With respect to the Suite 900 Space, Landlord agrees that upon delivery of the Premises was same to Tenant, such space shall be clean and the base Building systems serving the Suite 900 Space shall be in good working order based on the then existing condition and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection configuration of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantSuite 900 Space.

Condition of Premises. The Tenant hereby agrees that, except as provided herein or in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises are demised to Tenant and Tenant accepts the same shall be taken “as-as is”, except “with all faults”, “without any representations or warranties.” Except as otherwise provided herein or in Exhibit D, Tenant acknowledges that (a) ifneither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-described condition. Nothing contained herein is intended to, not later than sixty (60) days following nor shall, obligate Landlord or Tenant to implement sustainability practices for the Project or Premises or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Improvements (as defined in the Tenant notifies Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord that shall cause the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being common areas of the essence of such notice)Project to comply with all applicable laws (including, the Landlord shallwithout limitation, with respect to such designated portion(s) any applicable requirements of the Premises, perform Americans With Disabilities Act) throughout the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and Term (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantextended).

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except acknowledges that (a) if, not later than sixty (60) days following it is in possession of and is fully familiar with the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)Original Premises and, notwithstanding anything contained in the Landlord shallLease to the contrary, with respect agrees to such designated portion(s) take the same in its condition “as is” as of the first day of the Extension Term, (b) it is fully familiar with the condition of the Additional Premises and, notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “as is” as of the Additional Premises Term Commencement Date, (c) Landlord shall have no obligation to alter, repair or otherwise prepare the Original Premises for Tenant’s continued occupancy for the Extension Term or to pay for any improvements to the Original Premises, perform except as may be expressly provided in the Shell Work described in Exhibit B-1 at Landlord’s sole cost Lease and expense prior (d) Landlord shall have no obligation to September 1alter, 2013, and all other work necessary to repair or otherwise prepare the Initial Additional Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as or to space added pay for any improvements to the Premises pursuant to Section 42.01Additional Premises, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, except with respect to such designated portion(s) the TI Allowance. Notwithstanding the foregoing, Landlord agrees that to the best of Landlord’s knowledge, all Building systems are or shall be in good working condition as of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Additional Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantTerm Commencement Date.

Condition of Premises. The Premises are demised Landlord shall, using building-standard materials, perform those items of work described on Exhibit E attached hereto (the “Phase I Improvements”) and those items of work described on Exhibit E-1 attached hereto (the “Phase II Improvements”; and together with the Phase I Improvements, collectively, the “Landlord’s Work”) as depicted on Exhibit E-2 attached hereto, pursuant to plans and specifications determined by Landlord. Landlord shall use commercially reasonable efforts to procure bids as Landlord deems reasonably appropriate from no fewer than three (3) contractors approved to work in the Building (which Tenant may supplement, subject to Landlord’s reasonable approval). Upon receipt of all bids requested by Landlord, Landlord shall provide such bids to Tenant for review; provided, however, Landlord shall have the right in its commercially reasonable discretion, to award the construction contract to the contractor and Tenant accepts the same “as-is”, except subcontractors that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated selects to perform the Shell Landlord’s Work. Landlord shall pay for the Landlord’s Work up to a maximum amount of $91,660.00 (“Landlord’s Construction Allowance”), and in no event shall Landlord have any obligation to pay for any costs of the Landlord’s Work in excess of Landlord’s Construction Allowance. The Landlord’s Construction Allowance will be reduced by any consulting or architectural fees incurred by Landlord; and governmental fees and charges for required permits, plan checks, and inspections for the Landlord’s Work. Landlord shall (i) not be entitled to any charge or fee for review, administration, coordination and/or supervision in connection with Landlord’s Work, time being and (ii) reasonably cooperate with Tenant as may reasonably be necessary to obtain all necessary permits, certificates of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013occupancy, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed inspections, at Tenant’s sole cost and expense. If the cost of the Landlord’s Work exceeds Landlord’s Construction Allowance, such overage shall be paid by Landlord, but repaid to Landlord as Additional Rent, together with interest at 10.00% per annum, in accordance equal monthly installments over the Term of the Lease; provided, however, in no event shall Landlord be obligated to amortize any portion of such overage in excess of $91,660.00 (the “Amortized Allowance”) and any estimated overage in excess of such Amortized Allowance shall be paid by Tenant before Landlord begins construction (“Estimated Overage”). Upon completion of the Landlord’s Work and the determination by Landlord of the final cost therefor (the “Final Cost”), Landlord shall provide Tenant with its calculation of such Final Cost and the allocation of the Landlord’s Construction Allowance, the Amortized Allowance and the Estimated Overage paid by Tenant. If the Final Cost is less than the sum of (a) the Landlord’s Construction Allowance, (b) the Amortized Allowance, and (c) any Estimated Overage actually paid by Tenant to Landlord (the sum of (a), (b) and (c), the “Total Payments”), then Landlord shall reimburse Tenant for the excess Estimated Overage paid by Tenant to Landlord within thirty (30) days after the determination of the Final Cost. If the Final Cost exceeds the Total Payments, then Tenant shall pay to Landlord, as Additional Rent, upon request the amount by which the Final Cost exceeds the Total Payments. If the Total Cost is less than the sum of the Landlord’s Construction Allowance and the Amortized Allowance, Tenant shall not receive a credit therefor. Tenant agrees that, except for the Landlord’s Work and as otherwise expressly set forth in the Lease, Tenant is familiar with the applicable provisions condition of both the Premises and the Property, and Tenant hereby accepts the foregoing on an “AS-IS,” “WHERE-IS” basis, without any representation or warranty from Landlord whatsoever with respect thereto. Landlord shall diligently proceed with the construction of the Landlord’s Work and use commercially reasonable efforts to substantially complete the Phase I Improvements on or prior to May 1, 2017; provided, however, if Landlord fails to so substantially complete the Phase I Improvements on or prior to May 1, 2017, then (a) the validity of this Lease and the obligations of Tenant under this Lease shall not be affected, (b) Tenant shall have no claim against Landlord (and Landlord shall have no liability) hereunder, at law or in equity, arising from Landlord’s failure to substantially complete the Phase I Improvements by such date, and (c) Landlord shall proceed diligently to substantially complete the Phase I Improvements. Tenant acknowledges and agrees that the Phase II Improvements may not be completed as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell conditionCommencement Date, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy (aa) Tenant shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion accept delivery of the Premises shall be conclusive evidence that such portion on the Commencement Date notwithstanding the incompletion of the Premises was Phase II Improvements; (bb) the validity of this Lease and the obligations of Tenant under this Lease shall not be affected by any delay in good order the completion of the Phase II Improvements; (cc) Tenant shall have no claim against Landlord (and satisfactory condition when Tenant took possessionLandlord shall have no liability) hereunder, at law or in equity, arising from Landlord’s failure to complete the Phase II Improvements by such date, and except for latent defects (dd) the Commencement Date shall not readily apparent from a careful inspection be postponed to the extent of any such delay; provided, however, that Landlord shall diligently proceed to complete the Phase II Improvements promptly after the Commencement Date. In the event any accrued Tenant Delays (as hereinafter defined) cause Landlord to pay or incur costs or expenses in connection with the design, construction or completion of the Premises without cutting into Landlord’s Work in excess of the costs or expenses that would otherwise disturbing wallshave been paid or incurred by Landlord, floors or ceilings Tenant shall pay any such reasonable out of pocket excess costs and punchlist items of which Tenant has delivered notice expenses to Landlord, excluding items of damage caused by as Additional Rent, within ten (10) business days after Landlord submits invoices for any such excess costs or expenses. Tenant acknowledges and agrees that (i) Landlord shall not be liable to Tenant for any inconveniences Tenant may experience during the performance, construction or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition installation of the Property has been made to Tenant Landlord’s Work which are beyond Landlord’s control or relied upon by Tenant other than as may be contained in this Lease or in for any written amendment hereto signed by Landlord and Tenant.delays in

Condition of Premises. The Landlord shall cause the following elements of the Project and the Premises are demised to be in good working order, condition and repair as of the date of delivery of the Premises to Tenant for construction of Improvements therein pursuant to the Tenant Work Letter attached hereto as Exhibit “D”: (i) the heating, ventilating and air conditioning systems of the Project, (ii) the electrical system of the Project, (iii) the fire/life safety system of the Project, (iv) the plumbing system of the Project, and (v) the structural portions of the 26672 Building and the 26642 Building including, without limitation, ground floor slabs which shall, without limitation, have moisture content acceptable for construction of the Improvements as provided in Section 1 of the Tenant accepts Work Letter. The foregoing obligation of Landlord shall not, however, include any such items to the same “as-is”extent such items will be demolished or modified by Tenant in connection with Tenant’s construction of the Improvements pursuant to the Tenant Work Letter. If any such items specified in this Article 8 above are not in good working order, except condition and repair as of such date, then as Tenant’s sole remedy, upon notice from Tenant, Landlord shall, at Landlord’s sole cost and expense, cause such items to be in good working order, condition and repair; provided, however, that, unless and to the extent such items are not in good working order, condition and repair as a result of latent defects not reasonably discoverable by an inspection of the Project or Premises, if Tenant fails to so notify Landlord in writing that any such items are not in good working order, condition and repair within fifteen (15) business days after Landlord’s delivery of the Premises to Tenant for construction of Improvements therein, Landlord shall be deemed to have satisfied its obligations with respect to this Article 8 above. Furthermore, Landlord shall, at Landlord’s sole cost and expense, (a) ifcause the Project to comply with any current requirements of the ADA (provided that this obligation shall not apply to the Premises nor to any requirements attributable to Tenant’s use of the Premises or Tenant’s specific Improvements within the Premises), not later than sixty and (60b) days following cause the Premises, as of the date of delivery of possession thereof, to comply with any applicable Laws regarding mold, mildew, fungus or other dangerous organisms, except to the extent that such areas will be demolished as a part of the Improvements to be constructed by Tenant pursuant to the Tenant Work Letter. Except as set forth in this Article 8 above, Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that, except as set forth in this Article 8, neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Improvements (as defined in the Tenant notifies Landlord that Work Letter) may be collectively referred to herein as the Initial Premises or a portion thereof (clearly designated in such notice “Tenant Improvements.” Subject to Landlord) are to be delivered ’s obligations as provided in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)this Article 8 above, the Landlord shall, with respect to such designated portion(s) taking of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises by Tenant shall be conclusive evidence conclusively establish that the Premises and the Project were at such portion time in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection Civil Code of the Premises without cutting into California or otherwise disturbing walls, floors or ceilings and punchlist items any successor provision of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantlaw.

Condition of Premises. The Landlord shall deliver possession of the Premises to Tenant, and Tenant shall accept the same, in its “AS IS” condition, subject to all recorded matters and governmental regulations, and without any warranties of any kind, including without limitation, any warranty of condition, or compliance with law, or that the Premises or any Building system are suitable for Tenant’s use. Tenant agrees that Landlord has no obligation and has made no promise to alter, remodel, improve, or repair the Premises or any part thereof or to repair, bring into compliance with applicable laws, or improve any condition existing in the Premises as of the Commencement Date or a condition to Tenant’s acceptance of the Premises. Tenant agrees that neither Landlord nor any of Landlord’s employees or agents has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Tenant’s business therein. Any improvements or personal property located in the Premises are demised delivered without any representation or warranty from Landlord, either express or implied, of any kind, including merchantability or suitability for a particular purpose. Notwithstanding the foregoing to the contrary, Landlord shall deliver the Premises to Tenant with the heating, ventilation and Tenant accepts air-conditioning unit(s), electrical, life-safety and plumbing serving the same “as-is”, except that (a) if, not later than sixty (60) days following Premises in good working condition as of the date that Landlord delivers the Premises to Tenant. Tenant shall notify Landlord in writing within one month after the delivery of this Leasethe Premises to Tenant if any of the foregoing are not in good condition, which notice shall specify in detail why Tenant notifies believes such item(s) are not in good working condition. Tenant’s failure to so notify Landlord in writing within the foregoing one month period shall be deemed to be that the Initial foregoing items (or the items for which no notice was provided) serving the Premises or a portion thereof (clearly designated were in such notice to Landlord) are to be delivered in shell good working condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being as of the essence date required hereunder. Tenant, pursuant to a separate agreement, has agreed to acquire separate items of such notice), furniture from a prior subtenant of the Premises. Landlord shall, shall have no responsibility or liability with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy furniture. Tenant agrees that it shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, solely responsible for any sales tax with respect to the transfer of such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantfurniture.

Condition of Premises. The Premises are demised Prior to Tenant the Commencement Date and in accordance with the Work Letter Agreement attached hereto as Exhibit "C", Landlord and Tenant accepts will jointly conduct a walk-through inspection of the same “asPremises and will jointly prepare a punch-is”list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the Premises caused by Tenant's move-in or early entry, except if permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than the items specified in the Punch-List, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises in its condition on the date of delivery of possession and to have acknowledged that the Tenant Improvements have been installed as required by the Work Letter Agreement and that there are no additional items needing work or repair. Landlord will cause all items in the Punch-List to be repaired or corrected within thirty (a) if, not later than sixty (6030) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being preparation of the essence Punch-List or as soon as practicable after the preparation of such notice), the Punch-List. Tenant acknowledges that neither Landlord shall, nor any agent of Landlord has made any representation or warranty with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)Building, the Landlord shall, Development or any portions thereof or with respect to such designated portion(s) the suitability of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but same for the conduct of Tenant's business and Tenant election further acknowledges that Landlord will have no obligation to construct or complete any additional buildings or improvements within the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantDevelopment.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) ifExcept to the extent otherwise expressly provided in this Section 2.3, not later than sixty (60) days Tenant acknowledges that it will accept and occupy the Premises in “AS IS” condition as the Premises exist on the Direct Term Commencement Date, immediately following the date termination or expiration of the Prior Lease and Amgen Sublease and of Tenant’s occupancy of the Premises as a subtenant thereunder; provided, however, that the foregoing provisions of this Leasesentence shall be subject to any rebuilding obligations expressly imposed upon Landlord under the Prior Lease (to the extent any such rebuilding is in progress on the Direct Term Commencement Date) or pursuant to a future written agreement (if any) as contemplated in Section 2.1(b)(i) above. Accordingly, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated except as expressly set forth in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Workthis Section 2.3, time being of the essence of such notice), the Landlord shall, this Lease has no specific delivery requirements with respect to such designated portion(s) the physical condition of the Premises, perform Premises as of the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare Lease Commencement Date or as of the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with Direct Term Commencement Date; the obligations of the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, parties with respect to such designated portion(s) the physical condition of the PremisesPremises (including, perform but not limited to, repair and maintenance obligations) shall be governed by the Shell Work described in Exhibit B-1 at Landlord’s sole cost Prior Lease (and, as between Amgen and expense Tenant, by the Amgen Sublease) for the period prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but Direct Term Commencement Date, and by this Lease for the Tenant election that period commencing on the same be delivered in shell condition, and all other work necessary to prepare Direct Term Commencement Date. Without limiting the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion generality of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possessionforegoing, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing wallsTENANT ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3, floors or ceilings and punchlist items of which Tenant has delivered notice to LandlordNEITHER LANDLORD NOR ANY AGENT OF LANDLORD IS MAKING OR HAS MADE ANY REPRESENTATION OR WARRANTY, excluding items of damage caused by Tenant or its agentsEXPRESS OR IMPLIED, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alterWITH RESPECT TO THE PHYSICAL CONDITION OF THE BUILDING, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantTHE PREMISES AND THE IMPROVEMENTS THEREIN, OR WITH RESPECT TO THE PRESENT OR FUTURE SUITABILITY OF THE BUILDING, THE PREMISES OR THE IMPROVEMENTS THEREIN FOR THE CONDUCT OF TENANT’S BUSINESS OR PROPOSED BUSINESS THEREIN, AS OF THE LEASE COMMENCEMENT DATE OR AS OF THE DIRECT TERM COMMENCEMENT DATE.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts After the same “as-is”, except that (a) if, not later than sixty (60) days following the date Expiration Date or earlier termination of this Lease, Tenant notifies Landlord that or the Initial Premises or a portion thereof (clearly designated in such notice termination of Tenant’s right to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of possess the Premises, perform Tenant shall (i) deliver to Landlord the Shell Work described Premises in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1a safe, 2013“broom clean,” neat, sanitary, and operational condition with all other work necessary improvements and alterations as set forth in Section 6.4 located thereon in good repair and condition, reasonable wear and tear excepted (subject, however, to prepare the Initial Premises for Tenant’s occupancy shall be performed maintenance obligations), and with the HVAC System, lights and light fixtures (including ballasts), and overhead doors and related equipment in good working order, (ii) deliver to Landlord the Premises with cleaned floors, (iii) deliver to Landlord all keys and parking and access cards to the Premises, (iv) remove all signage placed on the Premises, the Building, the Project, or the Land by or at Tenant’s request, and (v) remove all racking and repair any damage caused thereby. All fixtures, alterations, additions, and improvements (whether temporary or permanent) shall be Landlord’s property and shall remain on the Premises, unless removal was required as a condition to Landlord’s consent thereto. Notwithstanding the foregoing, Tenant shall remove all unattached trade fixtures, furniture, and personal property placed in the Premises by Tenant (but Tenant shall not remove any such item which was paid for, in whole or in part, by Landlord). All items not so removed shall, at the sole cost option of Landlord, be deemed abandoned by Tenant and expensemay be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items, and Tenant shall pay for the costs incurred by Landlord in connection therewith. All work required of Tenant under this Section 17 shall be coordinated with Landlord and be done in a good and workmanlike manner, in accordance with all Laws (defined below), and so as not to damage the applicable provisions Building or unreasonably interfere with other tenants’ use of their premises. Tenant shall, at its expense, repair all damage caused by any work performed by Tenant under this Lease and (b) as Section 17, provided that in the case of alterations or improvements that Tenant is required to space added remove, Tenant shall restore the Premises to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense existing prior to the date which is ninety installation of such alterations. If Tenant fails to perform work under this Section 17, Tenant shall pay all costs incurred by Landlord in performing such work within ten (9010) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenantafter Landlord’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantrequest thereof.

Condition of Premises. The Tenant hereby agrees to accept the Premises are demised to Tenant (including the Existing Premises and Tenant accepts the same Expansion Space) in its “as-is”” condition and Tenant hereby acknowledges that Landlord, except as otherwise provided below and in the Lease, shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that (a) ifLandlord has made no representation or warranty regarding the condition of the Premises except as set forth in the Lease. Notwithstanding anything above to the contrary, not later than sixty (60) days following in the event that, as of the date of execution of this Second Amendment, the Building’s “Systems and Equipment” (as defined in Section 4.2.4 of the Original Lease), in their condition existing as of such date without regard to any of the Tenant notifies Landlord that Improvements, alterations or other improvements existing in the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are Expansion Space as of the date hereof and/or to be delivered constructed or installed by or on behalf of Tenant in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being Expansion Space or Tenant’s use of the essence of such notice)Expansion Space, the and based solely on an unoccupied basis, contains latent defects, then Landlord shallshall be responsible, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s its sole cost and expense prior which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 of the Original Lease), for correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to September 1give Landlord written notice of any such latent defects within twelve (12) months after the Expansion Commencement Date, 2013then the correction of any such latent defects shall, subject to Landlord’s repair obligations in Section 7.2 of the Original Lease (and all other work necessary to prepare the Initial Premises for extent such correction is a responsibility of Tenant pursuant to Section 7.1 of the Original Lease), be Tenant’s occupancy shall be performed responsibility at Tenant’s sole cost and expense. Pursuant to Civil Code Xxxxxxx 0000, in accordance with the applicable provisions of this Lease and (b) Xxxxxxxx xxxxxx that, as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)date hereof, the Landlord shall, with respect Expansion Space has not undergone inspection by a Certified Access Specialist (“CASp”) to such designated portion(s) of determine whether the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered Expansion Space meet all applicable construction-related accessibility standards under California Civil Code Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant55.53.

Condition of Premises. The Premises are demised Subject to the completion of the Tenant and Tenant accepts Improvements described in the same “as-is”, except that (a) if, not later than sixty (60) days following the date of Work Letter attached as Exhibit C to this Lease, Tenant notifies Landlord agrees to accept possession of the Premises and agrees that the Initial Premises is suitable for the Permitted Use and satisfactory to Tenant in all respects, subject to (i) any “punch list” items identified to Landlord pursuant to the Work Letter, if any, and (ii) Tenant’s right to give Landlord written notice of any latent defects within six (6) months following the Commencement Date. Other than as may be expressly provided in this Lease, Landlord has made no representations or a portion thereof (clearly designated in such notice warranties to Landlord) are to be delivered in shell Tenant regarding the physical condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)Premises and hereby expressly disclaims all representations and warranties, the Landlord shallexpress, implied or statutory, with respect to such designated portion(s) of the PremisesPremises and any and all leasehold improvements and fixtures contained therein; provided that Landlord agrees to transfer to Tenant any warranties received by Landlord with respect to the Tenant Improvements or any equipment to be maintained by Tenant pursuant to this Lease. Tenant further acknowledges and agrees that, perform the Shell Work described in Exhibit B-1 at except for Landlord’s sole cost obligations as provided in said Work Letter and expense prior in THIS Section 2.2 and Section 8.1 hereof, Landlord has no obligation to September 1, 2013, and all other work necessary install or construct any leasehold improvements or to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added make any alterations or modifications to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all a condition of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions execution of this Lease. Tenant’s taking possession of any portion of It is further understood and agreed that Landlord shall be obligated to deliver the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained on the Commencement Date in this Lease or in any written amendment hereto signed by Landlord compliance with all federal, state and Tenantlocal laws, ordinances, rules and regulations.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of the Premises or any portion of the Premises thereof shall be conclusive evidence against Tenant that such portion of the Premises was then in good order and satisfactory condition when condition, subject to Landlord’s obligations under this Lease and the Workletter. Tenant took possessionacknowledges that, except as otherwise expressly set forth in this Lease or the Workletter, the Premises shall be accepted by Tenant in their “as-is” condition, and except for latent defects not readily apparent from a careful inspection that no promise by or on behalf of Landlord, any of Landlord’s Constituent Members, the leasing agent of the Premises without cutting into Project or otherwise disturbing walls, floors or ceilings and punchlist items any of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its their respective agents, independent contractors partners or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord employees, to alter, remodel remodel, improve, repair, decorate or improve clean the Property Premises has been made to or relied upon by Tenant, and that no representation by Landlord or its agents respecting the condition of the Property Premises or the Project by or on behalf of Landlord, its constituent members, or any of their respective agents, partners or employees has been made to Tenant or relied upon by Tenant, except as provided below and in the Workletter, and further provided that during the three (3) year period commencing on the Commencement Date, Landlord shall reimburse Tenant for alterations, improvements and/or refurbishment (collectively, the “Refurbishment”) of the Original Premises, in an aggregate amount not to exceed $116,888.00 (the “Refurbishment Allowance”). The Refurbishment Allowance shall be payable to Tenant within thirty (30) days after presentation to Landlord of paid invoices, contractor’s sworn statements, final waivers of lien and such other than documentation as may be contained in this Lease or in any written amendment hereto signed reasonably required by Landlord showing that the Refurbishment has been completed and fully paid for in accordance with the requirements of Section 14 hereof, provided that any undisbursed portion of the Refurbishment Allowance for which Tenant has not requested reimbursement and submitted the aforesaid documentation within the aforesaid 3-year period, time being of essence, shall be deemed forfeited by Tenant and retained by Landlord without any claim thereon by Tenant.

Condition of Premises. The Subject to Landlord's obligation to perform Landlord's Work, the Premises are demised to will be accepted by Tenant and Tenant accepts on the same Possession Date in its “as-as is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell “where is” condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) and configuration. By taking possession of the Premises, perform the Shell Tenant agrees that Landlord's Work described in Exhibit B-1 at Landlord’s sole cost and expense prior is substantially completed, subject only to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and Punch List Items (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such noticedefined below), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was are in good order and satisfactory condition when Tenant took possessioncondition, and except that other than Landlord's Work, there are no representations or warranties by Landlord regarding the condition of the Premises, the Building or any other part of Xxxxxxxx Center. Notwithstanding anything to the contrary contained herein, Landlord represents to Tenant that on the Possession Date, the Premises will be structurally sound and free of water leaks, and that the mechanical equipment serving the Premises will be in good working condition and repair. Landlord further covenants that Landlord's Work shall be constructed in accordance with all Laws and in a good and workmanlike manner using new materials of a quality that is at least equal to the Landlord's minimum standard for latent defects not readily apparent from the Office Area. For purposes of this Lease, “substantial completion” and/or “substantially completed” shall mean that Landlord's Work is completed to such an extent that Tenant can take possession of the Premises and either (i) utilize same for the use intended hereunder or (ii) begin performing Tenant's Work (so long as Tenant has an permit for Tenant's Work), as evidenced by a careful certificate of Landlord's architect. Tenant and Landlord shall, within ten (10) days after Landlord advises Tenant that Landlord's Work is substantially completed, conduct a walk through inspection of the Premises without cutting into to create a punch list of items that still need to be completed notwithstanding that Landlord's Work is otherwise substantially completed (which items are called “Punch List Items”). Once the parties have agreed upon the Punch List Items, Landlord shall have thirty (30) days thereafter to complete such items. In the event of any dispute as to whether, or otherwise disturbing wallswhen, floors Landlord's Work has achieved substantial completion, the statement of Landlord's architect that Landlord's Work has achieved substantial completion shall be presumed correct. In the event Tenant does not accept (or ceilings and punchlist disputes) the statement of Landlord's architect, then within ten (1 0) days after Tenant's receipt of Landlord's notice that Landlord's Work is substantially completed, Tenant shall advise Landlord, in writing, in detail of those items of which Landlord's Work that Tenant has delivered alleges are not substantially completed and the name of the architect it is appointing to review the dispute (provided that Tenant shall have the burden of proof to overcome the presumption that Landlord's architect's certification is correct). During the fifteen (15) days following Tenant's written notice to Landlord that Landlord's Work is not substantiality complete, excluding items Tenant and Landlord agree to use good faith efforts to resolve the dispute regarding whether, or when, Landlord's Work has achieved substantial completion. If, during said fifteen (15) days, the parties are unable to resolve the dispute, then both Tenant and Landlord shall mutually select a third party architect (the “Third Party Architect”) to determine whether, or when, Landlord's Work has achieved substantial completion. If the parties are unable to mutually agree on said Third Party Architect, then both Tenant and Landlord shall each select an architect and the two architects shall then select the Third Party Architect to make such determination. The Third Party Architect's determination of damage caused by whether, or when, Landlord's Work has achieved substantial completion shall be conclusive and binding on both Tenant or its agentsand Landlord hereunder. Each party shall pay the costs and expenses, independent contractors or suppliers (subject to if any, of their architect and the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition cost of the Property has been made to Third Party Architect shall be shared equally between Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantLandlord.

Condition of Premises. The Except to the extent that Landlord is obligated to construct improvements in the Premises, as provided on a Rider 101 attached to this Lease, and except for Landlord’s agreement to complete or correct “punch list items,” as described in the second paragraph of this Section 4.01, the Premises are demised delivered to Tenant and Tenant accepts the same are being leased “as-is”AS IS” and “WITH ALL FAULTS,” and Landlord makes no representation or warranty of any kind, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises expressed or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shallimplied, with respect to such designated portion(s) the condition of the Premises (including habitability, fitness or suitability for particular purpose of the Premises, perform or that the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare Building or the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added improvements to the Premises pursuant to Section 42.01have been constructed in a good and workmanlike manner). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, if Tenant elects as provided thereinLANDLORD HEREBY DISCLAIMS, that some or all AND TENANT WAIVES THE BENEFIT OF, ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY, FITNESS OR SUITABILITY FOR PURPOSE, OR THAT THE BUILDING OR THE IMPROVEMENTS IN THE PREMISES HAVE BEEN CONSTRUCTED IN A GOOD AND WORKMANLIKE MANNER. The taking of possession of the space so added shall be Premises by Tenant conclusively establishes that the Premises and the Building were at that time in satisfactory order and condition except for (i) minor matters of structural, mechanical, electrical, and finish adjustment in the Premises (commonly referred to as “punch list items”) specified in reasonable detail on a list delivered in shell condition by Tenant to Landlord within fifteen (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (9015) days following after the date on which Tenant takes possession of the additional space would be delivered under Section 42.01 but for the Premises and (ii) defects not discoverable on inspection and about which Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s notifies Landlord within one (1) year after taking possession of the Premises. Landlord neither makes nor offers any portion other construction warranties of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into any kind or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantnature whatsoever.

Condition of Premises. The Premises are demised Except as expressly set forth in this Sublease, neither Sublandlord nor Sublandlord’s agents, employees, or contractors have made any representations, warranties, or promises with respect to Tenant and Tenant the Premises, or the equipment, furniture, or improvements therein situated, if any, or the physical condition or size of the Premises. Subtenant accepts the same Premises in its present “as-is”is where is and with all faults” condition, except that (a) if, not later than sixty (60) days following and subject to normal wear and tear between the date of this LeaseSublease and the date of occupancy by Subtenant. Except as expressly set forth in the attached Exhibit A, Tenant notifies neither Sublandlord nor the Prime Landlord that shall be under any obligation to make and/or pay for any alterations, additions, installations, substitutions, improvements, or decorations to the Initial Premises Premises. Sublandlord hereby grants to Subtenant a license to use the existing furniture, fixtures, equipment and wiring located in or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of serving the Premises, perform which is detailed on the Shell Work described attached Exhibit B (collectively, “Furniture”), for no additional consideration so long as this Sublease is in Exhibit B-1 at Landlord’s sole cost force. Subtenant shall not acquire any title or other ownership rights in or to the Furniture during the Term; provided, however Subtenant shall have the right to remove all or any portion of same during the Term so long as Subtenant replaces same with other furniture of equal or greater value and expense prior quality; provided further, however, Subtenant shall remain responsible to September 1return all of the Furniture to Sublandlord in the event of an early termination of this Sublease. Upon expiration or earlier termination (for reasons other than an Event of Default) of this Sublease, 2013Subtenant shall: (a) be required to purchase the Furniture from Sublandlord for the amount of one dollar ($1.00); (b) remove the Furniture from the Premises; and (c) return the Premises to the condition same was in as of the Sublease Commencement Date, normal wear and tear permitted by the Prime Lease and damage for which Subtenant is not responsible excepted, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed extent required by the terms of the Prime Lease. During the Term, Subtenant shall, at TenantSubtenant’s sole cost and expense, in accordance insure the Furniture for its full replacement value (with Sublandlord named as an additional insured and as loss payee). Subtenant shall not hold over after the applicable provisions expiration of this Lease and (b) as the Term. If Subtenant fails or refuses to space added to surrender possession of the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Sublease at the natural expiration or earlier termination of this Sublease (which, in the event of an earlier termination is due to an earlier termination of the Prime Lease), such possession shall be construed to be a tenancy at sufferance, and Subtenant shall remain liable to Sublandlord for daily use and occupancy at the daily rate the greater of: (i) the amount due on a daily basis (or monthly if not prorated on a daily basis pursuant to the terms of the Prime Lease) from Sublandlord, as “Tenant” under the Prime Lease in the event of Sublandlord’s holdover thereunder for the entire Original Premises; (ii) the amount due on a daily basis during the last month of the Term; or (iii) the amount which would be due if the Premises had been relet at market rent (as reasonably determined by Sublandlord) at the time of such holdover, and, in addition to the foregoing, Subtenant shall indemnify, defend (using counsel reasonably determined by Sublandlord), and hold Sublandlord harmless from and against all damages, losses, and expenses, including, without limitation, consequential damages, arising from such holdover. TenantTo the Sublandlord’s taking possession actual knowledge, without duty of inquiry, no Hazardous Material is present in the Premises (including asbestos). Notwithstanding anything to the contrary, under no circumstance shall Subtenant be liable for any Hazardous Material present at any time on or about the Premises or the Building, or the soil, air, improvements, groundwater or surface water thereof, or the violation of any portion laws, orders or regulations, relating to any such Hazardous Material, except to the extent that any of the Premises shall be conclusive evidence that such portion foregoing actually results from the release or emission of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused Hazardous Material by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord Subtenant or its agents respecting the condition or employees in violation of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantapplicable environmental laws.

Condition of Premises. [THIS AGREEMENT IS NOT SUBJECT TO ANY INSPECTION CONTINGENCIES]. The BUYER agrees that he has inspected said Premises, is satisfied with the physical condition thereof and agrees to accept at closing the Premises in the condition that it was in at the time that all the Buyer’s building inspections were completed, on an "as is" basis, reasonable wear and tear excepted, subject to the provisions of Paragraph 11 hereof. SELLER represents that all appliances and systems on the Premises (including the furnace, heating and air conditioning systems and any appliances included in the sale) are demised to Tenant in working order and Tenant accepts will be in the same “as-is”, except that (a) if, not later than sixty (60) days following condition at the time of closing as they were on the date of this Leasethat all the BUYER’s building inspections were completed, Tenant notifies Landlord reasonable wear and tear excepted. SELLER represents that the Initial Premises floor areas under any area rugs or a portion thereof (clearly designated furniture, and the wall areas behind any furniture, wall hangings or other objects, are of substantially the same condition and material as the floor and wall areas that are visible to inspection by BUYER without moving any of the foregoing, and there are no holes in such notice to Landlord) are the floors or walls hidden by the same, with the exception that reasonable nail holes shall be deemed to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) acceptable. Neither SELLER nor SELLER's agents have made any representations or warranties as to space added to the said Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election BUYER has relied other than as expressly set forth in this Agreement. The SELLER agrees that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion condition of the Premises shall be conclusive evidence that such portion the same on the date of closing of title as of the Premises was in good order date that all the BUYER’s building inspections were completed, reasonable wear and satisfactory condition when Tenant took possessiontear excepted, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantParagraph 11 hereof.

Condition of Premises. The Notwithstanding anything in the Lease to the contrary, Tenant is in possession of the Premises, and Tenant has and hereby agrees to accept the Premises are demised in its existing “AS-IS,” “WHERE-IS,” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation whatsoever to refurbish or otherwise improve the Premises at any time through the expiration of the Extension Term; provided, however, notwithstanding the foregoing, Landlord shall provide Tenant with an allowance of up to (but not to exceed) a total of $51,305.00 (equal to $1.00 per usable square foot in the Premises) (“Allowance”), which Allowance shall be disbursed to Tenant as a reimbursement of Tenant’s expenses paid by Tenant to third-parties in connection with leasehold improvements made by Tenant to the Premises, which leasehold improvements shall be constructed in accordance with and subject to all of the existing terms and provisions of the Lease, including, without limitation, Paragraph 4(b) of the Lease. In the event Tenant accepts desires any such reimbursement of the same “as-is”Allowance, except Tenant shall notify Landlord of the amounts that Tenant wants reimbursed (aand such request shall include actual copies of paid invoices reflecting amounts Tenant desires to have reimbursed) if, not later than within sixty (60) days following the date Extension Term Commencement Date, and, notwithstanding anything herein to the contrary, if Tenant fails to so notify Landlord in writing of this Leasesuch amounts Tenant desires to have reimbursed within said sixty (60) day period, Tenant notifies shall not be entitled to any such reimbursement and all such Allowance shall belong to Landlord that and Tenant shall have no rights thereto. Landlord’s payment of the Initial Premises Allowance, or a such portion thereof as Tenant may be entitled to, shall be made within thirty (clearly designated in such notice to Landlord30) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being days after each and all of the essence of such notice), following conditions shall have been satisfied: (a) the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy improvements shall be performed at Tenant’s sole cost and expense, have been completed in accordance with the applicable provisions plans submitted to and approved by Landlord in accordance with Paragraph 4(b) of this Lease and the Lease; (b) as Tenant shall have delivered to space added to Landlord satisfactory evidence that all mechanics’ lien rights of all contractors, suppliers, subcontractors, or materialmen furnishing labor, supplies or materials in the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some construction or all installation of the space so added leasehold improvements have been unconditionally waived, released, or extinguished; (c) Tenant shall be have delivered in shell condition (but absent such notice to Landlord will not otherwise be obligated to perform paid receipts or other written evidence satisfactorily substantiating the Shell Work, time being actual amount of the essence construction costs of such notice), the leasehold improvements; and (d) Tenant shall not then be in default of any of the provisions of the Lease. Tenant acknowledges and agrees that any obligations of Landlord shall, originally existing in the Lease to complete leasehold improvements and/or furnish allowance with respect to such designated portion(s) of the Premises, perform the Shell Work described if any, have been completed and/or satisfied in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell conditiontheir entirety, and all other work necessary to prepare any provisions in the space so added under Section 42.01 Lease providing for Tenant’s occupancy shall be performed at Tenant’s sole cost such obligations are hereby null and expense, in accordance with the applicable provisions void and of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into no further force or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenanteffect.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of Except as set forth in this Lease, Tenant notifies acknowledges that neither Landlord that the Initial Premises nor any agent of Landlord has made any representation or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, warranty with respect to such designated portion(s) the condition of the Premises, perform the Shell Buildings or the Project, or with respect to the suitability of the Premises, the Buildings or the Project for the conduct of Tenant's business. Except as set forth in this Lease, Tenant acknowledges that Tenant agrees to accept the Premises in its condition "as is" as of the Execution Date, subject to the provisions of this Section 5, the Work described in Exhibit B-1 at Letter and Landlord’s ongoing repair and maintenance obligations. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). Notwithstanding anything above to the contrary, during the first twelve (12) months of the Lease Term, Landlord will ensure that the base, shell and core of the Building serving the Premises (including the mechanical, electrical, HVAC and plumbing systems), based solely on a typical, legally compliant occupancy of the Premises based on Tenant's Permitted Use of the Premises, is in good condition, and in the event of any breach of the foregoing warranty, Landlord shall be responsible, at its sole cost and expense prior expense, which shall not be included in Operating Expenses, for correcting such defects as soon as reasonably possible after receiving notice thereof from Tenant’ provided, however, that if Tenant fails to September 1give Landlord written notice of any items described above within twelve (12) months after the Term Commencement Date, 2013then the correction of any such items shall, and all other work necessary subject to prepare the Initial Premises for Landlord’s repair obligations in this Lease, be Tenant’s occupancy shall be performed responsibility at Tenant’s sole cost and expense; provided, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided thereinhowever, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to any HVAC units which Landlord is not replacing (as described below) then such designated portion(swarranty shall apply to the entire seventy-two (72) month initial Lease Term. As part of the PremisesTenant Improvement work, perform Landlord shall replace eight (8) of the Shell Work existing HVAC units serving the Premises (all as described in on Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90G attached hereto) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election ensure that the same be delivered remaining units are in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion good working order as of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantTerm Commencement Date.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”2.01. Landlord, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s 's sole cost and expense, shall perform the work in accordance with and to the applicable provisions of Demised Premises described in Exhibit B annexed to this Lease (the "Workletter"). Tenant acknowledges that the Workletter represents the agreement of Landlord and (b) Tenant concerning all work to be performed by Landlord in the Demised Premises and that any work not specifically delineated in the Workletter shall not be performed by Landlord. Landlord reserves the right to make such changes and/or substitutions in the Workletter as may be required by any governmental agency having jurisdiction over the Demised Premises or as may be required by site conditions, subject to space added Tenant's written approval, which approval shall not be unreasonably withheld or delayed. All of the facilities, materials and work to be furnished, installed and performed by Landlord in the Demised Premises pursuant to Section 42.01, if Tenant elects the Workletter are referred to herein as provided therein"Landlord's Work". Any upgrades or additional work not included in the Workletter and any amendments or addendums thereto, that some or all Tenant requests Landlord to perform shall not be deemed a portion of Landlord's Work and may be performed by Landlord after payment by Tenant of the space so added cost of such upgrades or additional work in cash, electronic funds transfer ("EFT") or by check, as directed by Landlord; it is expressly understood and agreed that Landlord shall be delivered have no obligation whatsoever to perform any such additional work, except as stated expressly in shell condition (but absent such notice the Workletter and any amendments or addendums thereto, unless the same is required for the issuance of the certificate of occupancy for the Original Premises and for the Expansion Space, as the same is applicable. Attached hereto as Exhibit "T" is a list of Tenant's requested upgrades or additional work that Landlord will has agreed as of the date hereof to perform. Landlord shall not otherwise be obligated to perform accept any additional requests from Tenant for additional work in the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Demised Premises except as set forth on Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant"T".

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except acknowledges that (a) ifit is in possession of and is fully familiar with the condition of the Original Premises and, not later than sixty notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “as is” as of the first day of the Extension Term, (60b) days following agrees to take the date Additional Premises in its condition “as is” as of this the First Floor Additional Premises Term Commencement Date and the Fourth Floor Additional Premises Term Commencement Date, as applicable, except that it shall be vacant of occupants, (c) Landlord shall have no obligation to alter, repair or otherwise prepare the Original Premises for Tenant’s continued occupancy for the Extension Term or to pay for any improvements to the Original Premises, except as may be expressly provided in the Lease, Tenant notifies and (d) Landlord that the Initial Premises shall have no obligation to alter, repair or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Additional Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as or to space added pay for any improvements to the Premises pursuant to Section 42.01Additional Premises, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, except with respect to such designated portion(s) the First Floor TI Allowance, or if elected, the Fourth Floor TI Allowance. Landlord hereby acknowledges that Tenant has no obligation to remove or restore any alteration existing in the Premises as of the PremisesExecution Date, perform other than such obligations set forth in the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior Third Amendment with respect to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, IT Space and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this required under Section 18.2 of the Existing Lease or in any written amendment hereto signed by Landlord with respect to telephone and Tenantdata systems, wiring and equipment.

Condition of Premises. The Premises are demised to Except as expressly set forth in this Lease and in the Tenant and Tenant accepts the same “as-is”Work Letter, except that (a) if, Landlord shall not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform provide or pay for any improvement, remodeling or refurbishment work or services related to the Shell Workimprovement, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) remodeling or refurbishment of the Premises, perform and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date: provided, however, in the event that, during the first twelve (12) months of the Lease Term, the Base, Shell Work described and Core of the Building (as defined in Section 1 of Exhibit B-1 B) without regard to any alterations or other improvements to be constructed or installed by Tenant in the Premises or Tenant’s use of the Premises, (A) does not comply with applicable laws, seismic, fire and life safety codes, and the ADA, in effect as of the date hereof, or (B) contains defects, then Landlord shall be responsible, at Landlord’s its sole cost and expense prior which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such non-compliance to September 1the extent required by applicable laws, 2013and/or correcting any such defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such defects described in clause (B) hereinabove within twelve (12) months after the Lease Commencement Date, then the correction of any such defects shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and all other work necessary to prepare the Initial Premises for extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s occupancy shall be performed responsibility at Tenant’s sole cost and expense. Pursuant to Civil Code Xxxxxxx 0000, in accordance with Xxxxxxxx xxxxxx that, as of the applicable provisions of this Lease and (b) as to space added to date hereof, the Premises pursuant has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 42.0155.53. Tenant also acknowledges that, if Tenant elects except as provided thereinotherwise expressly set forth in this Lease, that some neither Landlord nor any agent of Landlord has made any representation or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, warranty with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior Building, or the Project or their condition, or with respect to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but suitability thereof for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for conduct of Tenant’s occupancy business (including, but not limited to, any zoning/conditional use permit requirements which shall be performed at Tenant’s sole cost responsibility and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of failure to obtain any portion of the Premises such zoning/use permits (if any are required) shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of affect Tenant’s obligations under this Lease). No promise Subject to Landlord’s delivery obligations hereunder, the taking of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition possession of the Property has been made to Tenant or relied upon Premises by Tenant other than as may be contained shall conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in this Lease good, sanitary and satisfactory condition and without any obligation on Landlord’s part to make any alterations, upgrades or in any written amendment hereto signed by Landlord and Tenantimprovements thereto.

Condition of Premises. The Premises are demised to Except as expressly set forth in this Lease and in the Tenant and Tenant accepts the same “as-is”Work Letter, except that (a) if, Landlord shall not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform provide or pay for any improvement, remodeling or refurbishment work or services related to the Shell Workimprovement, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) remodeling or refurbishment of the Premises, perform and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, that in the event that, in the first twelve (12) months of the Lease Term only, a repair is required for the Base, Shell Work and Core or the Premises (which is Tenant’s responsibility pursuant to Section 7.1 of the Lease), and if any such repair is covered by a warranty held by Landlord, then Landlord shall use commercially reasonable efforts to cause the repair of such repair items. Pursuant to Civil Code Section 1938, Landlord states that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Subject to Landlord’s delivery obligations hereunder, the taking of possession of the Premises by Tenant shall conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: 2 GENESIS 1900 ALAMEDA [BigHat Biosciences, Inc.] “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant’s right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by applicable laws now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable laws, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in Exhibit B-1 the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at Landlord’s sole cost all, in a written notice delivered by Tenant to Landlord on or before that date which is ten (10) days after the date hereof; (B) any CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and expense 5:00 p.m. on any business day, (2) only after ten (10) days’ prior written notice to September 1Landlord of the date of such CASp inspection, 2013(3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building or Project in any way, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed (4) at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01including, if Tenant elects as provided thereinwithout limitation, that some or all Tenant’s payment of the space so added shall be delivered in shell condition (but absent fee for such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)CASp inspection, the Landlord shallfee for any reports prepared by the CASp in connection with such CASp inspection (collectively, with respect to such designated portion(sthe “CASp Reports”) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any CASp Reports to prepare the space so added under Section 42.01 for Landlord within three (3) business days after Tenant’s occupancy shall be performed receipt thereof; (D) Tenant, at Tenant’s its sole cost and expense, in accordance with shall be responsible for making any legally required improvements, alterations, modifications and/or repairs to or within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection ordered by Tenant; and (E) if such CASp inspection ordered by Tenant identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord’s obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by applicable provisions laws to correct such violations, and Tenant shall reimburse Landlord for the cost of this Lease. such improvements, alterations, modifications and/or repairs within ten (10) business days after Tenant’s taking possession receipt of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent an invoice therefor from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”acknowledges that, except that (a) if, not later than sixty (60) days following the date of as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises by Tenant notifies Landlord shall conclusively establish that the Initial Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or a portion thereof (clearly designated in such notice Building which could reasonably be expected by Landlord to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being unreasonably interfere with Tenant's use and enjoyment of the essence Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of such notice)the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, with respect to such designated portion(s) promptly following written notice thereof from Tenant, correct any violation of the Premises, perform the Shell Work described in Exhibit B-1 foregoing warranties at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s 's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in accordance with their "as is" condition. Notwithstanding the applicable provisions of this Lease and (b) as to space added foregoing, Tenant acknowledges that certain repairs to the Premises pursuant are needed due to Section 42.01vandalism, if and that Tenant elects as provided therein, that some or all of the space so added shall will be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but responsible for the Tenant election that the same be delivered in shell conditionrepair of same, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation reimbursement by Landlord or its agents respecting from the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantConstruction Allowance.

Condition of Premises. The Premises are demised Except as otherwise agreed to Tenant and Tenant accepts the same “as-is”in writing, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s 's taking possession of any portion of the Premises shall be conclusive evidence as against the Tenant that such portion of the Premises was were in good order and satisfactory condition when the Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease)punch list items and latent defects. No promise of the Landlord to alter, remodel remodel, repair or improve the Property Premises or the Building and no representation by Landlord or its agents respecting the condition of the Property has Premises or the Building have been made by Landlord to Tenant or relied upon by Tenant Tenant, other than as may be contained in this Lease herein or in any written amendment hereto a separate agreement signed by Landlord and Tenant. Tenant shall, at the termination or expiration of this Lease or upon Tenant's abandonment of the Premises, (i) surrender the Premises to Landlord in broom-clean and in good condition and repair - normal wear and tear, casualty and condemnation excepted, and if not returned to Landlord in broom-clean and good condition (normal wear and tear, casualty and condemnation excepted), then Tenant shall pay Landlord the cost to restore the Premises to broom-clean and good condition and repair thereof on Landlord's demand; (ii) return all keys to Landlord; (iii) at its sole expense, remove any of Tenant's equipment which may cause contamination of the property; (vi) clean up any existing contamination caused by Tenant or Tenant's employees, agents, contractors, or invitees in compliance with all Environmental Requirements; and (v) leave the Premises totally free of any contamination caused by Tenant or Tenant's employees, agents, contractors or invitees. Landlord warrants that to the best of Landlord's knowledge and based on an environmental assessment performed by an independent company that the Project on the date of the execution of this Lease and on the date possession of the Premises is given the Tenant is free of any environmental contamination. Tenant shall not be responsible for any contamination not caused by Tenant, its employees, agents, contractors, or invitees.

Condition of Premises. The Premises are demised Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to Tenant provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant accepts shall accept the same Premises in its “as-is”As Is” condition on the Lease Commencement Date; provided, except that (a) ifhowever, not later than sixty (60) days following in the event that, as of the date of execution of this Lease, the Building’s “Systems and Equipment” (as defined in Section 4.2.4 of this Lease), in their condition existing as of such date without regard to any of the Tenant notifies Landlord that Improvements, alterations or other improvements existing in the Initial Premises as of the date hereof and/or to be constructed or installed by or on behalf of Tenant in the Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) Tenant’s use of the Premises, perform the Shell Work described in Exhibit B-1 and based solely on an unoccupied basis, contains latent defects, then Landlord shall be responsible, at Landlord’s its sole cost and expense prior which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to September 1give Landlord written notice of any such latent defects within twelve (12) months after the Lease Commencement Date, 2013then the correction of any such latent defects shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and all other work necessary to prepare the Initial Premises for extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s occupancy shall be performed responsibility at Tenant’s sole cost and expense. Pursuant to Civil Code Xxxxxxx 0000, in accordance with Xxxxxxxx xxxxxx that, as of the applicable provisions of this Lease and (b) as to space added to date hereof, the Premises pursuant has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 42.0155.53. Tenant also acknowledges that, if Tenant elects except as provided thereinotherwise expressly set forth in this Lease, that some neither Landlord nor any agent of Landlord has made any representation or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, warranty with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior Building, or the Project or their condition, or with respect to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but suitability thereof for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for conduct of Tenant’s occupancy business (including, but not limited to, any zoning/conditional use permit requirements which shall be performed at Tenant’s sole cost responsibility and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of failure to obtain any portion of the Premises such zoning/use permits (if any are required) shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of affect Tenant’s obligations under this Lease). No promise The taking of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition possession of the Property has been made to Tenant or relied upon Premises by Tenant other than as may be contained shall conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in this Lease good, sanitary and satisfactory condition and without any obligation on Landlord’s part to make any alterations, upgrades or in any written amendment hereto signed by Landlord and Tenantimprovements thereto.

Condition of Premises. The Except as otherwise provided in this Section 6.1 below and the Tenant Work Letter, Tenant shall accept each Suite Space in the Premises are demised in its “AS-IS” condition as of the date of execution of this Lease and the date Landlord delivers possession of each such applicable Suite Space in the Premises to Tenant Tenant, and Tenant accepts the same “as-is”, except that Landlord shall have no obligation to (a) ifperform any work therein, not later than sixty including, without limitation, demolition of any improvements existing therein or the design, permitting or construction of any tenant finish work, alterations or other improvements therein, or (60b) days following pay for, or reimburse Tenant for, or provide Tenant with an allowance to help Tenant pay for, any costs related to the demolition or the design, permitting or construction of any alterations or improvements therein. Notwithstanding the foregoing to the contrary, if (i) as of the date of this Leasedelivery by Landlord to Tenant of each Suite Space in the Premises, the Building’s base building mechanical, electrical, gas, HVAC, plumbing and/or life-safety systems serving such Suite Space are not in good order, condition and repair (a “Defective Condition”), and (ii) Tenant notifies becomes aware and delivers to Landlord that written notice (the Initial Premises or a portion thereof (clearly designated in such notice to Landlord“Defect Notice”) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such noticeDefective Condition described hereinabove by the date which is six (6) months after such date of delivery (the “Outside Date”), the then Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense expense, do that which is necessary to correct such Defective Condition identified in the Defect Notice (the “Corrective Work”) within a reasonable period of time after Landlord receives the Defect Notice. If Tenant fails to deliver the Defect Notice to Landlord on or prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01Outside Date, if Tenant elects as provided therein, that some or all of the space so added Landlord shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated have no obligation to perform the Shell Work, time being of the essence Corrective Work described hereinabove (but such release of such notice)obligation shall not relieve Landlord of its other obligations under this Lease, the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered including under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease8.1 below). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects Except as provided thereinbelow, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion deemed to be Tenant’s acceptance of the Premises was in good the order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease)as then exists. No promise of Landlord to alter, remodel remodel, decorate, clean or improve the Property Premises or the Building and no representation by Landlord or its agents respecting the condition of the Property has Premises or the Building have been made by Landlord to Tenant, except for “Landlord’s Work” described in the Work Letter attached as Exhibit “B”, or as otherwise contained herein. Landlord shall deliver the existing Building systems and fixtures within, or servicing, the Premises upon completion of Landlord’s Work in good working order as of the respective Commencement Date(s), provided the Commencement Date, Rent and Tenant’s other obligations with respect to the Expansion Premises shall be postponed for the period (not to exceed thirty (30) days) that Tenant is not reasonably able to occupy the Expansion Premises because Landlord fails by (without contributory fault by Tenant or relied upon Tenant’s space planners, architects, contractors, agents and employees) to: (i) deliver possession of the Expansion Premises, and (ii) substantially complete any improvements to the Expansion Premises required to be performed by Tenant other than as may be contained in Landlord under this Lease by the Commencement Date for the Expansion Premises set forth in Section 1. No postponement of rent shall occur in the event there exist any delays due to Tenant, its space planners, architects, contractors, agents or employees. Any such delay in any written amendment hereto signed by the Commencement Date shall not subject Landlord to liability for loss or damage resulting therefrom, and Tenant’s sole recourse with respect thereto shall be the postponement of Rent and other obligations described herein.

Condition of Premises. The Premises are demised to Except as expressly set forth in this Lease and in the Tenant and Tenant accepts the same “as-is”Work Letter, except that (a) if, Landlord shall not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform provide or pay for any improvement, remodeling or refurbishment work or services related to the Shell Workimprovement, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) remodeling or refurbishment of the Premises, perform and Tenant shall accept the Shell Work described Premises in Exhibit B-1 at Landlord’s sole cost its “As Is” condition on the Lease Commencement Date; provided, however, that the Systems and expense prior to September 1Equipment (as defined in Section 4.2.4 below) serving the Building shall be in good working order and condition, 2013the Premises will be broom- 908728.01/SD 374622.00146/4-30-21/MLT/bp ActiveUS 186012966v.2 clean condition, free and clear of all occupants and personal property, and the Building and Project will be compliant with all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost applicable laws, rules, orders, and expenseregulations, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01including, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)without limitation, the Americans with Disabilities Act of 1990 (as amended, the “ADA”). Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord shall, nor any agent of Landlord has made any representation or warranty with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior Building, or the Project or their condition, or with respect to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but suitability thereof for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for conduct of Tenant’s occupancy business (including, but not limited to, any zoning/conditional use permit requirements which shall be performed at Tenant’s sole cost responsibility and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of failure to obtain any portion of the Premises such zoning/use permits (if any are required) shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of affect Tenant’s obligations under this Lease). No promise Notwithstanding the foregoing, Landlord represents and warrants to Tenant that, as of Landlord to alterthe Effective Date, remodel or improve the Property is zoned to permit laboratory, office, life science, research and no representation by Landlord or its agents respecting the condition development uses as of right. The taking of possession of the Property has been made to Tenant or relied upon Premises by Tenant other than shall conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition, subject to Landlord’s representations, warranties and obligations expressly set forth in the Lease and, except as may be contained in this Lease provided herein, without any obligation on Landlord’s part to make any alterations, upgrades or in any written amendment hereto signed by Landlord and Tenantimprovements thereto.

Condition of Premises. The Subject to Landlord’s repair and maintenance obligations under this Lease, Tenant hereby agrees that the Premises are demised to Tenant and Tenant accepts the same shall be taken “as-as is”, except “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that (a) ifit has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, not later than sixty (60) days following and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Improvements (as defined in the Tenant notifies Landlord Work Letter) may be collectively referred to herein as the “Tenant Improvements.” The taking of possession of the Premises by Tenant shall conclusively establish that the Initial Premises and the Project were at such time in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil Code of California or a portion thereof (clearly designated in such notice any successor provision of law. Landlord agrees to Landlord) are cause the electrical, plumbing, heating, ventilation and air conditioning and other systems serving the Premises to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being good working order as of the essence of such notice), Commencement Date. Notwithstanding the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01foregoing, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice fails to notify Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is within ninety (90) days following after the date on which Substantial Completion of the additional space would be delivered under Section 42.01 but for Improvements that any of the Tenant election that the same be delivered foregoing items are not in shell good working order and condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy then such items shall be performed at Tenantdeemed to be in good working order and condition and Tenant shall have no further right hereunder to claim otherwise, except for Landlord’s sole cost and expense, in accordance with the applicable provisions of ongoing obligations under this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Landlord shall complete, or cause others to complete, the demolition work in the Premises are demised described in Exhibit F (the "Demolition Work"). After the Demolition Work has been completed, Occupational Services, Inc. shall perform a Limited Phase II Environmental Site Assessment of the Premises and certain areas adjacent to the Building, as described in Exhibit G, a complete copy of which shall be delivered to Tenant. If, based on the conclusions in such Limited Phase II Environmental Site Assessment, any remediation work is required to bring the Premises or other areas covered by such assessment into compliance with Environmental and Health Laws (as defined in Section 6.2.8), then Landlord (i) may terminate this Lease if Landlord determines, in its sole discretion, that the contamination requiring remediation is significant, by notice given to Tenant within ten (10) Business Days after delivery of the Limited Phase II Environmental Site Assessment, and Tenant accepts this Lease shall cease and come to an end without further liability or obligation on the same “as-is”part of either party upon the giving of such notice, except that (a) if, or if Landlord shall not later than sixty (60) days following the date of so elect to terminate this Lease, Tenant notifies Landlord that the Initial Premises (ii) shall perform, or a portion thereof (clearly designated in cause others to perform, all such notice to Landlord) are remediation work, and cause such additional environmental assessments to be delivered in shell condition (but absent performed as are necessary to establish that such notice Landlord will work has been completed and that no additional remediation work is required. If the Limited Phase II Environmental Site Assessment does not otherwise indicate that any remediation work is required, then the Limited Phase II Environmental Site Assessment shall be obligated the Final Phase II Assessment. Subject to perform the Shell Work, time being completion of the essence of such notice)Demolition Work and any remediation work required by the preceding paragraph, the Landlord shall, with respect Tenant agrees to such designated portion(s) accept delivery of the Premises, perform Premises in the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) condition existing as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions Date of this Lease. Tenant’s taking possession of any portion Tenant acknowledges that it has been given an adequate opportunity to inspect the Premises and the common areas and facilities of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possessionComplex and, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions completion of Section 3.01 of this Lease). No promise of Landlord any work required to alter, remodel or improve the Property and no representation be performed by Landlord or its agents respecting pursuant to the preceding sentence, has found the condition of the Property has been made both satisfactory and is not relying on any representations of Landlord or Landlord's agents or employees as to Tenant or relied upon by Tenant other than such condition, and Landlord shall have no obligation with respect thereto except as may be contained expressly set forth in this Lease or in any written amendment hereto signed by Landlord and TenantLease.

Condition of Premises. The Premises are demised Landlord represents to Tenant that, on the date on which Landlord delivers the Premises to Tenant with the Tenant Improvements (or the applicable portion thereof) Substantially Complete, all base building systems within the Premises (or the applicable portion thereof), including the HVAC (as hereinafter defined), electrical, life safety and plumbing systems, shall be in good working order (provided that the sole remedy for any breach of the foregoing representation shall be that Landlord shall promptly repair or remedy the violation of the foregoing representation at its sole cost, provided that Landlord may include the costs thereof in Operating Expenses to the extent that Landlord is permitted to do so under Article 9 below, and Tenant accepts shall not be entitled to any monetary damages for any breach of such representation). Except as set forth in the same “as-is”immediately foregoing sentence, except Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Without in any way derogating from Landlord’s ongoing maintenance, repair and restoration obligations set forth elsewhere in this Lease, Tenant acknowledges that (a) if, not later than sixty (60) days following it is fully familiar with the date condition of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice and subject to Landlord) are ’s obligation to be delivered complete the Tenant Improvements, agrees to take the same in shell its condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being “as is” as of the essence of such notice)Term Commencement Date and (b) except for the Tenant Improvements, the Landlord shallshall have no obligation to alter, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to repair or otherwise prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as or to space added pay for or construct any improvements to the Premises pursuant to Section 42.01Premises, if Tenant elects as provided therein, that some or all except for performance of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, Tenant Improvements and with respect to such designated portion(s) payment of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this LeaseTI Allowance. Tenant’s taking of possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was shall, except as otherwise agreed to in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair.

Condition of Premises. The Premises are demised Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business, other than the Delivery Condition Representations (as defined below). Tenant and Tenant accepts the same “as-is”, except acknowledges that (a) if, not later than sixty (60) days following it is fully familiar with the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform and except for the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1Delivery Condition Obligations (as defined below), 2013Tenant takes the Premises “as is” as of the Term Commencement Date, and all other work necessary (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Initial Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to the Delivery Condition Obligations and the Tenant Improvements. Notwithstanding anything in this Lease to the contrary, Landlord hereby represents to Tenant that, as of the Term Commencement Date, (x) the Premises shall comply with (i) Applicable Laws, and (ii) the Americans with Disabilities Act, 42 U.S.C. § 12101, et. seq., and any state and local accessibility laws, codes, ordinances and rules (collectively, and together with regulations promulgated pursuant thereto, the “ADA”), as the ADA is in effect and interpreted as of the Term Commencement Date, and (y) all Building systems, including the heating, ventilating, air conditioning, electrical and plumbing systems serving the Premises, shall be performed at Tenant’s sole cost in good working order and expensecondition (collectively, in accordance with the applicable provisions of this Lease and (b) as to space added to “Delivery Condition Representations”). After the Premises pursuant to Section 42.01Term Commencement Date, if Tenant elects as provided therein, that some or all discovers any breach of the space so added Delivery Condition Representations, then as its sole remedy, Tenant shall be delivered deliver to Landlord written notice describing such breach in shell condition reasonable detail (but absent such notice Landlord will not otherwise be obligated to perform “Delivery Condition Notice”) within one hundred eighty (180) days after the Shell Work, time being of the essence of such noticeTerm Commencement Date (“Delivery Condition Notice Period”), and Landlord shall promptly cure such breach (“Delivery Condition Obligations”). If Tenant fails to give a Delivery Condition Notice within the Landlord shallDelivery Condition Notice Period, then Tenant shall have no further right to give a Delivery Condition Notice or rights or remedies with respect to such designated portion(s) any breach of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantDelivery Condition Representations.

Condition of Premises. The Premises are demised Except as otherwise expressly set forth herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building, the Unit, the Project or the Condominium, or with respect to the suitability of the Premises, the Building, the Unit, the Project or the Condominium for the conduct of Tenant’s business. Tenant and Tenant accepts the same “as-is”, except acknowledges that (a) if, not later than sixty (60i) days following it is fully familiar with the date condition of this Lease, Tenant notifies Landlord that Premises A and agrees to take the Initial Premises or a portion thereof (clearly designated same in such notice to Landlord) are to be delivered in shell its condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being “as is” as of the essence of such notice)Term Commencement Date, and (ii) subject to the Landlord shall, with respect to such designated portion(s) completion of the PremisesTenant Improvements in Premises B, perform it is fully familiar with the Shell Work described condition of Premises B and agrees to take the same in Exhibit B-1 at Landlord’s sole cost and expense prior its condition “as is” as of the Delivery Date (b) other than the Tenant Improvements, Landlord shall have no obligation to September 1alter, 2013, and all other work necessary to repair or otherwise prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as or to space added pay for or construct any improvements to the Premises pursuant to Section 42.01Premises, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, except with respect to such designated portion(s) the Additional TI Allowance if properly requested by Tenant pursuant to the terms of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking of possession of any portion Premises A on the Execution Date, and Premises B on the Delivery Date shall, subject to Substantial Completion of the Premises shall be conclusive evidence that such portion of the Premises was Tenant Improvements, or as otherwise agreed to in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed writing by Landlord and Tenant, conclusively establish that the Premises, the Unit, the Building, the Condominium and the Project were at such time in good, sanitary and satisfactory condition and repair.

Condition of Premises. The Tenant acknowledges that it is leasing the Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this LeaseCommencement Date in its “as is” condition, Tenant notifies Landlord and that no agreements to demise, alter, remodel, decorate, clean or improve the Initial Premises or a portion thereof (clearly designated in such notice to the Building have been made by Landlord or any party acting on Landlord) are to be delivered in shell condition (but absent such notice ’s behalf. Notwithstanding the foregoing, Landlord will not otherwise be obligated acknowledges that Tenant intends to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost certain alterations and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added improvements to the Premises pursuant to Section 42.01, if (“Tenant’s Work”). Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated permitted to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers Work (subject to Tenant’s compliance with the provisions of Section 3.01 3 of this the Lease)) through a contractor approved by Landlord, in its reasonable discretion, in advance and pursuant to plans and specifications approved by Landlord, in its reasonable discretion, in advance. No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord Tenant or its agents respecting contractors shall obtain and pay for insurance (from insurance companies satisfactory to Landlord in its reasonable discretion) in connection with Tenant’s Work, which insurance coverages and amounts shall conform with the condition coverages and amounts described on Attachment #1 hereto. Tenant shall, prior to the commencement of Tenant’s Work, deliver to Landlord certificates of such insurance which certificates shall name Landlord as an additional insured. Tenant’s Work shall be performed in a good and workmanlike manner, lien-free and in compliance with all applicable laws. Prior to commencing Tenant’s Work, Tenant shall submit to Landlord an itemized statement of the Property has been made estimated costs of completing Tenant’s Work, including, without limitation, costs of obtaining permits; architectural, engineering and contracting fees; labor and materials and the costs of labor and materials. Such estimate shall be subject to Landlord’s review and approval, which shall not be unreasonably withheld, conditioned or delayed. All costs of Tenant’s Work shall be borne by Tenant; provided, however, Landlord shall contribute up to One Hundred Sixty One Thousand Six Hundred Seventy Seven and 50/100 Dollars ($161,677.50), being $7.50 per square foot of rentable area of the Premises (the “Construction Allowance”), toward the cost of Tenant’s Work. The Construction Allowance shall be available solely for the actual, documented cost of Tenant’s Work and shall not be available to pay for Tenant’s furniture, office equipment or other personal property, or as a rent credit, or for any other purpose. Within (10) days after Landlord’s receipt from Tenant of any invoice for Tenant’s Work, or relied upon by Tenant other than a portion thereof, Landlord shall pay to Tenant, from and as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantpart of the Construction Allowance, the amount represented on such invoice.

Condition of Premises. The Except as otherwise provided herein to the contrary, Tenant hereby agrees that the Premises are demised to Tenant shall be taken “as is,” “with all faults,” “without any representations or warranties,” and Tenant accepts hereby acknowledges and agrees that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Building or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation or warranty with respect to the Premises or the Building or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly represents and warrants that Tenant has relied solely on its own investigation and inspection of the Premises and the Building in its decision to enter into this Lease and let the Premises in an “as-is”, except that (a) if, not later than sixty (60) days following As Is” condition. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Initial Tenant notifies Landlord Improvements (as defined in Exhibit B), are sometimes collectively referred to herein as the “Tenant Improvements.” The taking of possession of the Premises by Tenant shall conclusively establish that the Initial Premises or a portion thereof and the Building were at such time in satisfactory condition. Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (clearly designated in such notice i) to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Workinstall, time being of the essence of such notice)use, the Landlord shallmaintain, with respect to such designated portion(s) of the Premisesrepair, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost replace and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises relocate for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added service to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all and/or other parts of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell WorkBuilding pipes, time being of the essence of such notice)ducts, the Landlord shallconduits, with respect to such designated portion(s) of the Premiseswires, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell conditionappurtenant fixtures, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expensemechanical systems, wherever located in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of or the Premises was in good order and satisfactory condition when Tenant took possessionBuilding, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord ii) to alter, remodel close or improve relocate any facility in the Property and no representation by Landlord Premises or its agents respecting the condition Common Areas or otherwise conduct any of the Property has been made above activities for the sole purpose of complying with a general plan for fire/life safety for the Building and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall attempt to perform any such work with the least inconvenience to Tenant as possible, but, except as otherwise expressly provided herein, in no event shall Tenant be permitted to withhold or relied upon by Tenant reduce Rent or other than charges due hereunder as may be contained in this Lease a result of same or in any written amendment hereto signed by otherwise make claim against Landlord and for interruption or interference with Tenant’s business and/or operations.

Condition of Premises. The At the expiration or earlier termination of this Lease by lapse of time or otherwise, or upon termination of Tenant’s right of possession without terminating this Lease, Tenant shall surrender possession of the Premises are demised to Landlord and deliver all keys to the Premises to Landlord, and shall return the Premises and all Personal Property of Landlord to Landlord in as good condition as when Tenant originally took possession, ordinary wear and tear, loss or damage by fire or other insured casualty, and damage resulting from the act of Landlord or any other of its employees and agents excepted, failing which Landlord may restore the Premises and such Personal Property to such condition and Tenant shall pay the cost thereof to Landlord as Rent immediately upon demand. Except as provided below, all improvements, fixtures and other items in or upon the Premises (including without limitation all Alterations, but expressly excluding movable office furniture, trade fixtures, office equipment and other personal property belonging to Tenant that they may be removed without permanent structural damage to the Premises or the Building), whether temporary or permanent in character and Tenant accepts whether made by Landlord or Tenant, shall become Landlord’s property and shall remain upon the same “as-is”Premises at the expiration or earlier termination of this Lease by lapse of time or otherwise or upon a termination of Tenant’s right of possession, except that without compensation to Tenant. Notwithstanding the foregoing, if within ten (a) if, not later than sixty (6010) days following prior to the date expiration or earlier termination of this Lease or Tenant’s right of possession thereafter Landlord so directs by notice, Tenant shall promptly remove such of the foregoing items as are designated in such notice and restore the Premises to the condition prior to the installation of such items. If Tenant does not remove such property upon the expiration or earlier termination of this Lease, Tenant notifies Landlord that or upon the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Worktermination of Tenant’s right of possession, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior election: (i) Tenant shall be conclusively presumed to September 1have conveyed the same to Landlord under this Lease as a bxxx of sale without payment or credit by Landlord, 2013or (ii) Tenant shall be conclusively presumed to have forever abandoned such property, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed without accepting title thereto, Landlord may, at Tenant’s sole cost and expense, remove, store, destroy, discard or otherwise dispose of all or any part thereof without incurring liability to Tenant or to any other person, and Tenant shall pay Landlord immediately upon demand the expenses incurred in accordance with the taking such actions. Unless prohibited by applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01Laws, if Tenant elects as provided therein, that some or all of the space so added Landlord shall be delivered in shell condition (but absent have a lien against such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but property for the Tenant election that costs incurred in removing and storing the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Leasesame. Tenant’s taking possession of any portion obligations under this Subsection 17.1 shall survive the expiration or earlier termination of the Premises shall be conclusive evidence that such portion Term or a termination of the Premises was in good order and satisfactory condition when Tenant took Tenant’s right of possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The City of Orlando (the “City”) is the owner in fee simple of the Premises, and the Authority presently operates the Premises under an Amended and Restated Operation and Use Agreement with the City dated August 31, 2015, as may be amended from time to time (such Operation and Use Agreement, as amended, is hereinafter the “Operation and Use Agreement”). Pursuant to the Operation and Use Agreement, the Authority warrants to Lessee that the Authority has the full power and authority to enter into this Lease and perform its obligations hereunder. Upon Xxxxxx’s issuance of a Notice to Proceed under the Due Diligence Access Agreement, Xxxxxx accepts the FBO Premises in its “AS-IS, WHERE IS” condition and agrees that the FBO Premises are demised suitable for Xxxxxx’s use as described herein subject to Tenant the Authority’s performance of its obligations under this Lease. Lessee acknowledges that Authority has made no representations or warranties relating to the suitability of the Premises for any particular use except as otherwise provided herein, and Tenant accepts unless otherwise expressly provided in this Lease, Authority shall have no obligation whatsoever to repair, maintain, renovate or otherwise incur any cost or expense with respect to the same “as-is”Premises. Lessee shall not permit any unlawful nuisance or waste on the Premises, except that for (ai) ifreasonable wear and tear, not later than sixty (60ii) days following loss by fire or other casualty, or (iii) loss by condemnation. Xxxxxx agrees to surrender the date FBO Premises, or portions thereof, upon the expiration, or earlier termination of this Lease, Tenant notifies Landlord that the Initial Premises or in a portion thereof (clearly designated in such notice condition substantially similar to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made Premises at the expiration of the Construction Period Term, except for (i) reasonable wear and tear, (ii) loss by fire or other casualty, or (iii) loss by condemnation. Lessee agrees that, except as otherwise expressly provided herein, all Improvements, infrastructure, trade fixtures, furnishings, equipment and Lessee's other personal property of every kind or description which may at any time be on the FBO Premises shall be at Lessee's sole risk, or at the sole risk of those claiming under Lessee, and Authority shall not be liable for any damage to Tenant said property or relied upon loss suffered by Tenant other than as may be contained in this Lease the business of Lessee caused by water (excluding an Environmental Problem) from any source whatsoever or from the bursting, overflowing or leaking of sewer or steam pipes or from the heating or plumbing fixtures or from electric wires or from noise, gas or odors or caused in any written amendment hereto signed by Landlord and Tenantother manner whatsoever, provided such damage is not the result of Authority's gross negligence or willful misconduct. Provided, however, that in such an event Authority shall exercise reasonable diligence to restore any services or utilities so interrupted, curtailed, stopped, or suspended.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s 's taking possession of the Premises or any portion of the Premises thereof shall be conclusive evidence that the Premises or any such portion of the Premises was in good order and satisfactory condition when Tenant took possession, unless notice to the contrary is provided to Landlord on an inspection Punchlist prior to Tenant's occupancy or by written notice within ten (10) days after occupancy. At the expiration or other termination of this Lease or of Tenant's right of possession, Tenant shall leave the Premises, and except during the Term will keep the same, in good order and condition, ordinary wear and tear, damage by fire or other casualty alone excepted; and for latent defects not readily apparent from a careful inspection that purpose, Tenant shall make all necessary repairs and replacements. Tenant shall give Landlord prompt notice of any damage to or accident upon the Premises and of any breakage or defects in the window glass, wiring or plumbing, heating, ventilating or cooling or electrical apparatus or systems on or serving the Premises. Tenant shall at the expiration or termination of this Lease or of Tenant's right of possession, also have had removed from the Premises all furniture, trade fixtures, office equipment and all other items of Tenant's property (including, without cutting into limitation, the items Tenant is required to remove pursuant to subparagraph 8(c) hereof) so that Landlord may again have and repossess the Premises. All such items not removed from the Premises at such expiration or termination, shall conclusively be deemed to have been abandoned and may be appropriated, sold, stored, destroyed or otherwise disturbing walls, floors or ceilings and punchlist items disposed of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made without notice to Tenant or relied upon by any other party with an interest in such property and without any obligation to account therefor. Tenant other than as may be contained shall pay Landlord all expenses incurred in this Lease or in any written amendment hereto signed by Landlord connection with the disposition of such property, and Tenant.if Landlord

Condition of Premises. The On the Commencement Date, Sublessor shall deliver the Subleased Premises to Sublessee in broom-clean condition, with the HVAC, electrical, and plumbing systems, and the roof, ceiling tiles and lighting, exclusive, however, of the Sublessee Improvements, in good working condition. If during the first thirty (30) days after the Commencement Date the foregoing are demised not in the required condition, Sublessee shall so notify Sublessor in writing, and Sublessor, at no cost to Tenant Sublessee, shall make such repairs (but not replacements or restorations) as reasonably are required to place the item in good working condition; provided, however, that Sublessor shall not be obligated to make any repairs resulting from damage caused by Sublessee, its agents employees or contractors, or as a result of the Sublessee Improvements (as defined in Paragraph 14 below), all of which repairs shall be performed and Tenant accepts paid for by Sublessee. Other than as provided in the same foregoing sentence and in Paragraph 7.B. below, Sublessor shall deliver the Subleased Premises to Sublessee in its “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell faults” condition, and all other work necessary Sublessor shall have no obligation whatsoever to prepare make or pay the space so added under Section 42.01 cost of any alterations, improvements or repairs to the Subleased Premises, including, without limitation, any improvement or repair required to comply with any law, regulation, building code or ordinance (including, without limitation, the Americans with Disabilities Act of 1990). Except as otherwise expressly set forth in this Sublease, Sublessee shall look solely to the Master Lessor for Tenant’s occupancy shall performance of any repairs required to be performed at Tenant’s sole cost and expense, in accordance with by Master Lessor under the applicable provisions of this Lease. Tenant’s taking possession of any portion terms of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Master Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Premises are demised Tenant acknowledges that except to Tenant and Tenant accepts the same “as-is”extent expressly set forth in this Lease or in a written addendum or amendment hereto, except that neither Landlord nor its agents have made (ai) ifany promise to alter, not later than sixty remodel or otherwise improve, or (60ii) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises any representation or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, warranty with respect to such designated portion(s) of the condition of, the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some Building or all any part of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this LeaseProject or improvements thereon or therein. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion deemed acceptance of the Premises was by Tenant, and shall be deemed conclusively to establish that the Premises are in good order and satisfactory condition when as of the date Tenant took takes possession. Subject to the completion of any Landlord’s Work, and except for latent defects not readily apparent from a careful inspection Tenant accepts possession of the Premises without cutting into or otherwise disturbing wallsin their current, floors or ceilings “as is”, condition, and punchlist items acknowledges that it has inspected the Premises before signing this Lease and is fully aware of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made Premises. Notwithstanding the foregoing, and prior to Tenant Landlord’s Delivery of the Premises, Landlord shall inspect any existing HVAC system (consisting of any air distribution duct work, compressors and any other related components or relied upon by Tenant other than as may equipment); electrical system (consisting of wall and floor outlets, fluorescent lighting and distribution panel[s]); and plumbing system (consisting of water supply, sinks, drains, restroom facilities, water heater[s] and sprinkler system, if any) collectively “Existing Utility Systems” located in or on the Premises to ensure that each Existing Utility System and any related components are in proper working order and condition. If one or more Existing Utility System does not have a remaining useful life of at least the initial Term of this Lease, each such system shall be contained in this Lease or in any written amendment hereto signed replaced by Landlord prior to the Delivery of the Premises at landlord’s sole cost and Tenantexpense and not as part of the initial Tenant improvements costs. In addition Landlord shall ensure that the Premises are thoroughly cleaned and free of all prior occupants and their personal property by the date of Delivery of the Premises.

Condition of Premises. The Premises are demised to Except as expressly set forth in this Lease and in the Tenant and Tenant accepts the same “as-is”Work Letter attached hereto as Exhibit B, except that (a) if, Landlord shall not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform provide or pay for any improvement, remodeling or refurbishment work or services related to the Shell Workimprovement, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) remodeling or refurbishment of the Premises, perform and Tenant shall accept the Shell Premises in its "AS IS" condition on the Lease Commencement Date, provided that without limiting Landlord’s obligations under the Work described in Exhibit B-1 Letter, Landlord shall, at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and own expense, cause the Premises to be in accordance a broom clean condition on the Lease Commencement Date. On the Lease Commencement Date, Landlord shall deliver the Premises with the applicable provisions existing Systems and Equipment in good working condition and Tenant shall have a review period of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following from the date on which Lease Commencement Date (the additional space would be delivered under Section 42.01 but for "Review Period") to confirm such condition. In the event that Tenant election notifies Landlord during the Review Period, in writing, of any of the foregoing items that the same be delivered are not in shell good working condition, and all other work necessary Landlord shall use commercially reasonable efforts to prepare the space so added under Section 42.01 for Tenantcause such items to be promptly repaired, at Landlord’s occupancy shall be performed at Tenant’s sole cost and own expense, in accordance with to the applicable provisions extent that any deficiencies to such systems are not caused by the acts or omissions of this LeaseTenant or any of Tenant's Representatives (as defined below), or any Alterations performed by or on behalf of Tenant. Tenant’s taking possession If Tenant fails to timely deliver to Landlord such written notice of any portion of the Premises shall be conclusive evidence that such portion of the Premises was Systems or Equipment not in good order and satisfactory working condition when Tenant took possessionwithin the Review Period, and Landlord shall have no obligation to perform any such work thereafter, except for latent defects not readily apparent from a careful inspection of as otherwise expressly provided in the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Premises are demised Landlord represents and warrants that, as of the date hereof, to Landlord's actual knowledge, without any additional inquiry (i) except as is disclosed in that certain Proposition 65 Compliance Notification which Landlord has delivered to Tenant and Tenant accepts (A) Landlord has received no written notice of any alleged violation of any Applicable Law at the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(sHazardous Materials; and (B) the Building is in compliance with all Applicable Laws regulating the handling, transportation, storage, treatment, use and disposal of Hazardous Materials; and (ii) Landlord has or will exercise its good faith efforts to cause the Building (other than the Premises and other space leased or available for leasing to tenants in the Building) to be in compliance with the provisions of Title III of the PremisesAmericans with Disabilities Act of 1990 ("ADA"); provided, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1however, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy Tenant shall be performed responsible, at Tenant’s 's sole cost and expense, for compliance with ADA to the extent pertaining to any repairs, improvements or Alterations performed by or on behalf of Tenant in the Premises. Subject to the foregoing representations and covenants, Tenant agrees to accept possession of the Premises in the condition which shall exist on the Term Commencement Date "as is" except for the performance of the Preliminary Tenant Improvements in accordance with the applicable provisions Preliminary Tenant Improvement Agreement attached hereto as Exhibit E-1 and incorporated herein by reference ----------- and except for the performance of this Lease the Subsequent Tenant Improvements in accordance with and (b) as to space added subject to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all terms of the space so added Subsequent Tenant Improvement Agreement attached hereto as Exhibit E-2 and incorporated herein by reference; ----------- Tenant further agrees that Landlord shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated have no other obligation to perform any work, make any installations or incur any expense in order to prepare the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) Premises for Tenant's occupancy. Taking possession of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall deemed to be conclusive evidence that as against Tenant that, at the time such portion of possession was so taken, the Premises was Premises, the Building, the Facility and the Project were in good order and satisfactory condition when condition. Tenant took possession, and except for latent defects not readily apparent from a careful inspection acknowledges that neither Landlord nor any agent of the Premises without cutting into Landlord has made any representation or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject warranty with respect to the provisions Premises, the Building, the Facility, the Project or any portions thereof or with respect to the suitability of Section 3.01 same for the conduct of this Lease). No promise of Tenant's business and Tenant further acknowledges that Landlord will have no obligation to alter, remodel construct or improve complete any additional buildings or improvements within the Property and no representation by Landlord Facility or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantProject.

Condition of Premises. The LESSEE agrees to accept delivery of the Leased Premises are demised on the Effective Date (as defined in Article III) in its “as is” condition. LESSEE acknowledges that LESSOR is not required to Tenant perform any work or improvements to the Leased Premises as a condition to LESSEE’s initial occupancy thereof or the inception of this Lease, other than the LESSOR agrees to paint one wall in the entry lobby of each floor of the Leased Premises to be agreed upon by the parties prior to the Effective Date. Additionally, LESSOR agrees to warrant that the Leased Premises shall be delivered to LESSEE with all base building mechanical, electrical and Tenant accepts plumbing systems and HVAC equipment in good working order with a remaining useful life equal or greater than the same Term hereof. Additionally, LESSEE shall have the use of the furniture in the Leased Premises set forth in the inventory attached hereto as Exhibit B (the “Furniture”). LESSEE shall accept the Furniture in its “as-is”, except that (a) if, not later than sixty (60) days following where-is” condition and shall return the date Furniture at the end of this Lease, Tenant notifies Landlord that the Initial Premises Term or a portion thereof (clearly designated Option Term, as the case may be, in such notice to Landlord) are to be delivered in shell the same condition (but absent such notice Landlord will not otherwise be obligated to perform as the Shell Work, time being Furniture was as of the essence Effective Date, reasonably wear and tear and damage by fire or other casualty excepted. LESSOR represents and warrants that LESSOR has good title to the Furniture free and clear of such notice), the Landlord shall, with respect any liens or encumbrances and is able to such designated portion(s) provide use of the PremisesFurniture to LESSEE without any third party consents or approvals. In addition, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy LESSEE shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added have access to the Leased Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense least 15 days prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but Effective Date for the Tenant election that purpose of installing furniture, fixtures, equipment, wiring and cabling so long as said installation does not materially delay the same be delivered in shell condition, and all other work necessary painting required to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than LESSOR as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantdescribed above.

Condition of Premises. The Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided that Landlord shall deliver the Premises when the Premises are demised to Tenant Ready For Occupancy in good operating condition and Tenant accepts repair, with all Systems and Equipment in good working condition, with all necessary maintenance and repair performed and free and clear of debris; provided, however, in the same “as-is”event that, except that (a) if, not later than sixty (60) days following as of the date of execution of this Lease, the Base, Shell and Core of the Building and including the Building Systems (as defined in Section 1 of Exhibit B), in its condition existing as of such date without regard to any of the Tenant notifies Landlord that Improvements, alterations or other improvements existing in the Initial Premises as of the date hereof and/or to be constructed or installed by or on behalf of Tenant in the Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) Tenant’s use of the Premises, perform and based solely on an unoccupied basis (A) does not comply with applicable laws, including without limitation local and state building code requirements and Title 24 requirements, seismic, fire and life safety codes, and the Shell Work described ADA, in Exhibit B-1 effect as of the date hereof or (B) contains latent defects, then Landlord shall be responsible, at Landlord’s its sole cost and expense prior which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such non-compliance to September 1the extent required by applicable laws, 2013and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects described in clause (B) hereinabove within one hundred eighty (180) days after the Lease Commencement Date, then the correction of any such latent defects shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and all other work necessary to prepare the Initial Premises for extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s occupancy shall be performed responsibility at Tenant’s sole cost and expense; provided, in accordance with however, that the applicable provisions of this Lease and (b) as foregoing “warranty” period shall not apply to space added any defects pertaining to the Premises pursuant to Section 42.01roof of the Building; provided further, if Tenant elects as provided thereinhowever, that some or all of the space so added such one hundred eighty (180) days period shall be delivered in shell condition deemed to be twenty-four (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, 24) months with respect to such designated portion(sthe HVAC system serving the Building. For the avoidance of all doubt, any maintenance, repairs or replacements to the mechanical, electrical or plumbing systems comprising the Base, Shell and Core serving the Premises (and not necessitated due to Tenant’s acts or omissions) in the six (6) months after the Lease Commencement Date shall, except for any maintenance, repairs and replacements of the Premises, perform roof of the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date Building (which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expenseshall, in accordance with the applicable provisions any event, be included as part of Operating Expenses), be deemed “latent defects” for purposes of this Lease. Tenant’s taking possession of any portion of the Premises Section 1.2 and shall not be conclusive evidence that such portion of the Premises was included in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantOperating Expenses.

Condition of Premises. The Except as expressly set forth in this Lease and Landlord’s obligation to deliver the Premises are demised to Ready for Occupancy as set forth in the Tenant and Tenant accepts the same “as-is”Work Letter attached hereto as Exhibit B, except that (a) if, Landlord shall not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform provide or pay for any improvement, remodeling or refurbishment work or services related to the Shell Workimprovement, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) remodeling or refurbishment of the Premises, perform and Tenant shall accept the Shell Work described Premises in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1its “AS IS” condition on the Lease Commencement Date. Notwithstanding the foregoing, 2013on the Lease Commencement Date, and all other work necessary to prepare Landlord shall deliver the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions existing Systems and Equipment in good working condition and Tenant shall have a review period of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following from the date on which Lease Commencement Date (the additional space would be delivered under Section 42.01 but for “Review Period”) to confirm such condition. In the event that Tenant election notifies Landlord during the Review Period, in writing, of any of the foregoing items that the same be delivered are not in shell good working condition, and all other work necessary Landlord shall use commercially reasonable efforts to prepare cause such items to be promptly repaired to the space so added under Section 42.01 for extent that any deficiencies to such systems are not caused by the acts or omissions of Tenant or any of Tenant’s occupancy shall be Representatives (as defined below), or any Alterations performed at by or on behalf of Tenant’s sole cost and expense, in accordance with the applicable provisions . If Tenant fails to timely deliver to Landlord such written notice of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was Systems or Equipment not in good order and satisfactory working condition when Tenant took possessionwithin the Review Period, and Landlord shall have no obligation to perform any such work thereafter, except for latent defects not readily apparent from a careful inspection of as otherwise expressly provided in the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Tenant has inspected the Premises are demised (and portions of the Building, Real Property, systems and equipment providing access to Tenant or serving the Premises) or has had an opportunity to do so, and Tenant accepts agrees to accept the same “as-is”"AS IS" without any agreements, except that representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, or regarding any other matter, unless expressly provided under this Lease. If Landlord has expressly agreed to perform any improvements to the Premises under this Lease: (a) if, not later than sixty (60) days following the date such improvements shall consist of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not 's building standard materials and finishes unless otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013expressly provided, and (b) notwithstanding anything contained herein to the contrary, all other work necessary to prepare the Initial Premises for Tenant’s occupancy furniture and equipment, if any, whether or not shown on any Exhibit hereto, shall be performed provided by Tenant at Tenant’s 's sole cost and expense. If Landlord has expressly agreed to perform any improvements to the Premises under this Lease, Landlord agrees to use diligent, good faith efforts to substantially complete any such improvements to an extent that Tenant can reasonably occupy the Premises by the Lease Commencement Date set forth in accordance Article 1, subject to Article 3 and the other provisions of this Lease. In such event, Tenant also agrees to use diligent, good faith efforts to cooperate, and to cause its space planners, architects, contractors, agents and employees to cooperate diligently and in good faith, with Landlord and any space planners, architects, contractors or other parties designated by Landlord, such that any such improvements to the applicable Premises can be planned, permits can be obtained, and the work can be substantially completed by the Lease Commencement Date set forth in Article 1. In the event of any dispute as to whether any such improvements have been substantially completed, Landlord may refer the matter to Landlord's independent architect, whose decision shall be final and binding on the parties. Notwithstanding the foregoing or Article 3 or any other provision of this Lease to the contrary, if Tenant is currently occupying the Premises, whether pursuant to a prior lease or otherwise, and Landlord is required to perform any improvements to the Premises under this Lease, the parties hereby agree that: (i) Landlord shall use commercially reasonable efforts to minimize any disruption to Tenant's occupancy of the Premises in connection therewith, (ii) Landlord shall seek to substantially complete the same by the Commencement Date set forth in Article 1, or within a reasonable time thereafter, but shall not be required to incur overtime or pay premiums to perform such work before or after the Building Hours, and may require that Tenant cooperate in scheduling and staging the work within the Premises (including cooperation in moving personnel, furniture and equipment or permitting Landlord to do so), and (iii) there shall be no postponement of the Lease Commencement Date or abatement of Rent as a result of any such improvements, or delays in substantially completing the same, under any circumstances (Tenant hereby acknowledging that it could have arranged for such improvements through an independent contractor, subject to Landlord's approval, the other provisions of this Lease and (b) such other documentation as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such noticemay have required), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Premises are demised SUBJECT TO LANDLORD'S OBLIGATION TO DELIVER THE SERVICES SET FORTH IN SECTION 9, AND LANDLORD'S OBLIGATION TO ENSURE COMPLIANCE WITH THE ENVIRONMENTAL RESTRICTIONS PURSUANT TO SECTION 5.1.26, TENANT ACKNOWLEDGES THAT TENANT IS TAKING THE PREMISES IN ITS STRICTLY "AS-IS, WHERE-IS" CONDITION. LANDLORD DISCLAIMS ANY WARRANTY OF SUITABILITY OF THE PREMISES FOR USE BY TENANT. Tenant acknowledges that Landlord has not made any representation or warranty, express or implied, as to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described fitness of the Premises for any particular use, the exact floor area of the Premises (whether in Exhibit B-1 at rentable square feet, usable square feet, or some other measure), or the likelihood or ability of Tenant to obtain any required Authorizations. Subject to Landlord’s sole cost and expense prior 's obligation to September 1, 2013deliver the services set forth in Section 9, and all other work necessary Landlord's obligation to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance ensure compliance with the applicable provisions of this Lease and (b) as to space added to the Premises Environmental Restrictions pursuant to Section 42.015.1.26, if Tenant elects as provided therein, that some or all no variations of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made Premises from Tenant's expectations, nor any unfitness of the Premises for any particular use (other than general office use) nor any inability or failure of Tenant to obtain the Authorizations, shall entitle Tenant to refuse to accept the Premises, or relied upon to quit, terminate, or surrender this Lease, nor relieve Tenant from the obligation to pay the Rent in full without offset or counterclaim, or from any of Tenant's other obligations under this Lease. The initial work to be performed by Tenant other than as may be contained to prepare the Premises for Tenant's occupancy is set forth in this Lease or in any written amendment hereto signed by Landlord and Tenant.the attached Exhibit F.

Condition of Premises. The Except as otherwise provided in this Lease to the contrary, Tenant hereby agrees that the Premises are demised to Tenant and Tenant accepts the same shall be taken “as-as is”, except “with all faults”, “without any representations or warranties”, and Tenant hereby acknowledges and agrees that (a) ifit has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, not later than sixty (60) days following and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Building or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation or warranty with respect to the Premises or the Building or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly represents and warrants that Tenant has relied solely on its own investigation and inspection of the Premises and the Building in its decision to enter into this Lease and let the Premises in an “As Is” condition. The Premises shall be initially improved as provided in, and subject to, the Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant notifies Landlord Improvements (as defined in the Work Letter) may be collectively referred to herein as the “Tenant Improvements.” The taking of possession of the Premises by Tenant shall conclusively establish that the Initial Premises or a portion thereof and the Building were at such time in satisfactory condition. Landlord reserves the right from time to time: (clearly designated in such notice i) to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Workinstall, time being of the essence of such notice)use, the Landlord shallmaintain, with respect to such designated portion(s) of the Premisesrepair, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost replace and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises relocate for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added service to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all and/or other parts of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell WorkBuilding pipes, time being of the essence of such notice)ducts, the Landlord shallconduits, with respect to such designated portion(s) of the Premiseswires, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell conditionappurtenant fixtures, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expensemechanical systems, wherever located in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of or the Premises was in good order and satisfactory condition when Tenant took possessionBuilding, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord ii) to alter, remodel close or improve relocate any facility in the Property and no representation by Landlord Premises or its agents respecting the condition Common Areas or otherwise conduct any of the Property has been made above activities for the purpose of complying with a general plan for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall attempt to perform any such work with the least inconvenience to Tenant as possible, but, except as otherwise expressly provided herein, in no event shall Tenant be permitted to withhold or relied upon by Tenant reduce Rent or other than charges due hereunder as may be contained a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. Landlord shall endeavor (except in this Lease case of emergency) to give fifteen business (15) days advance written notice in the event of an interruption or in any written amendment hereto signed by Landlord and interference that would materially affect Tenant’s business operations.

Condition of Premises. The Tenant agrees to accept delivery of the applicable portion of the Premises are demised in “as is” condition, subject to Tenant Landlord’s obligations under the following paragraph, and Tenant accepts agrees that it is not relying on any representations of Landlord or Landlord’s agents or employees as to the same “as-is”condition of the Premises, and Landlord shall have no obligation with respect thereto, except as may be expressly set forth in this Lease. Landlord represents that (a) ifLandlord has owned the Premises since 2007 and to the best of Landlord’s knowledge, not later than sixty (60) days following but without investigation since its acquisition of the date Premises, as of the Date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Workfoundation, time being stairwells and other structural elements of the essence of such noticeBuilding, the Building envelope (including, without limitation, exterior walls, roof, roof membrane, windows and doors), the base Building electrical, plumbing, fire sprinkler, lighting, and heating, ventilating and air conditioning (“HVAC”) systems, and the bathrooms and elevators in the Building are in good operating condition and in material compliance with applicable building codes, laws and the Declaration (as defined in Section 4.2.2). Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost expense and expense prior to September 1not as part of Operating Costs, 2013, and all other work repair (or replace as necessary to prepare the Initial Premises for Tenantin Landlord’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (bdiscretion) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all any of the space so added shall foregoing which, through no fault of Tenant, is found not to be delivered in shell such condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to on the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of is delivered to Tenant. In addition, as soon as practicable, but not later than ten (10) days after the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 Date of this Lease, Landlord, at Landlord’s sole expense and not as part of Operating Costs, shall flush all floor drain systems and associated plumbing in the Premises and Landlord shall provide Tenant with a report from a reputable HVAC vendor either (i) confirming that the HVAC system in the Building is in good operating condition, or (ii) identifying the repairs and/or maintenance required to put the HVAC system in such condition, (in which case Landlord shall promptly comply with its obligations specified in the preceding sentence with respect to the HVAC system). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added Subject to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all performance by Landlord of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered its obligations under Section 42.01 but for the Tenant election Work Letter attached hereto as Exhibit "D," Tenant hereby agrees that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence taken "as is", "with all faults", "without any representations or warranties, and Tenant hereby agrees and warrants that such portion it has investigated and inspected the condition of the Premises was in good order and satisfactory condition when Tenant took possessionthe suitability of same for Tenant's purposes, and except Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for latent defects not readily apparent from a careful Tenant's purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant's business, and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises without cutting and the Project in its decision to enter into or otherwise disturbing walls, floors or ceilings this Lease and punchlist items let the Premises in an "as is" condition. The taking of which Tenant has delivered notice to Landlord, excluding items possession of damage caused the Premises by Tenant shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives Sections 1941 and 1942 of the Civil Code of California or its agentsany successor provision of law. Landlord reserves the right from time to time, independent contractors or suppliers (but subject to payment by and/or reimbursement from Tenant to the provisions extent permitted under Article 3 above: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of Section 3.01 of this Lease). No promise of Landlord the Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Project, (ii) to alter, remodel close or improve relocate any facility in the Property and no representation by Landlord Premises or its agents respecting the condition Common Areas or otherwise conduct any of the Property has been made above activities for the purpose of complying with a general plan for fire/life safety for the Project or otherwise, and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall attempt to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or relied upon by Tenant reduce Basic Rental or other than charges due hereunder as may be contained a result of same, or otherwise make claim against Landlord for interruption or interference with Tenant's business and/or operations, except as expressly provided in this Lease or in any written amendment hereto signed by Landlord and TenantArticle 13.

Condition of Premises. The Premises are demised Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant and Tenant accepts the same “as-is”, except acknowledges that (a) if, not later than sixty (60) days following it is fully familiar with the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), Premises and agrees to take the Landlord shall, with respect to such designated portion(s) same in its condition “as is” as of the PremisesTerm Commencement Date and (b) Landlord shall have no obligation to alter, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to repair or otherwise prepare the Initial Premises for Tenant’s occupancy shall be performed at or to pay for or construct any improvements to the Premises, except with respect to Landlord’s obligations for construction oversight pursuant to the Work Letter and payment of the TI Allowance. Notwithstanding the foregoing, Landlord will deliver the Premises to Tenant with the base Building systems which Landlord is required to repair and maintain hereunder in good working order as of the Term Commencement Date, and in the event of a breach of the foregoing, as Tenant’s sole cost and expenseremedy, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise cause such Building systems to be obligated to perform the Shell Workplaced into good working order, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior cost; provided Tenant must notify Landlord of any breach of the foregoing within thirty (30) days after the Term Commencement Date or the Building systems will be deemed to have been delivered in good working order as of the Term Commencement Date (provided that as to the date which is HVAC system only, the thirty (30) day period set forth herein will be extended to ninety (90) days following after the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this LeaseTerm Commencement Date). Tenant’s taking of possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was shall, except as otherwise agreed to in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and Lessor makes no representation by Landlord or its agents respecting warranty regarding the condition of the Property has been made Premises except as set forth in Subsection (c) below. Nonetheless, Lessor will be fully responsible for making all alterations and repairs to the Premises and the Building at its cost, which shall not be included as Operating Expenses (as defined in Section 4.2 of the Lease), (i) required to remove any and all asbestos containing materials ("ACM") discovered at any time to have existed in the Premises as of the Tender of Possession of the Premises to Lessee, (ii) resulting from or necessitated by the failure of the Building or the Premises to comply as of the date of Tender of Possession with the Americans with Disabilities Act of 1990, 42 U.S.C. 12101 et seq., as amended (the "ADA"), -- --- (iii) resulting from or necessitated by the failure of the Building, the Common Areas, or the Premises to comply (including compliance by reason of a prior existing condition) with all governmental regulations, ordinances, and laws existing as of the date of Tender of Possession, including, but not limited to, laws pertaining to Hazardous Materials ("Applicable Laws"), in order to make the Premises, the Building and the site upon which the Building is situated (the "Site") suitable, as currently improved, for business offices; provided, however, that any alterations within the Premises required to comply with the ADA or other Applicable Laws which are imposed by ADA or other Applicable Laws by reason of Lessee's construction of the Tenant Improvements shall be the responsibility of Lessee. In the case of Hazardous Materials, the term "Applicable Laws" will be deemed to include any standards, guidances or relied upon other recommendations issued by Tenant nationally recognized authoritative governmental units or other than bodies such as may the United States Environmental Protection Agency, the United States or any relevant state, the Occupational Safety and Health Administration, the National Institutes of Health or the American Congress of Industrial Hygienists. Lessor's obligation to perform such work in accordance with Applicable Laws will be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantdeemed to exist as of the date of Tender of Possession.

Condition of Premises. The Except as otherwise specifically provided in this Lease (including, without limitation, in Exhibit B attached hereto), Tenant hereby agrees that upon delivery of possession of the Premises are demised to Tenant, Tenant shall accept such delivery of possession of the Premises in its then existing "AS IS" condition, and Tenant accepts acknowledges (i) that Tenant shall have inspected the same “as-is”Premises and shall be fully aware of the condition of the Premises as of delivery of possession; (ii) that Landlord shall have no obligation to improve or alter the Premises for the benefit of Tenant; (iii) that, except that 'as may be expressly provided in this Lease, neither Landlord nor any of Landlord's employees, agents, representatives, contractors nor brokers has made any representation or warranty of any kind respecting (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1Shopping Center and/or Development, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) the suitability thereof for Tenant's use or the conduct of Tenant's business, or (c) occupancy or operation within the Shopping Center or Development by any other person or entity Tenant irrevocably waives any claim based upon or related to any such claimed representation by Landlord or any claimed representation by Landlord as to space added traffic to be expected at the Premises pursuant or sales to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of expected at the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s 's taking possession of any portion of the Premises shall be conclusive evidence that such portion constitute Tenant's formal acceptance of the Premises was in good order same and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of acknowledgment that the Premises without cutting into are in the condition called for under this Lease, subject to all field conditions existing at the time of delivery of possession. In no event shall Landlord be liable for damages or otherwise disturbing walls, floors or ceilings and punchlist items as a result of which Tenant has delivered notice any failure to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to make the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve Premises available within the Property and no representation by Landlord or its agents respecting time and/or in the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained provided in this Lease and no such failure shall permit Tenant to rescind or in any written amendment hereto signed by Landlord and Tenantterminate this Lease.

Condition of Premises. The Premises are demised Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant and Tenant accepts the same “as-is”, except acknowledges that (a) ifTenant is currently occupying the Premises, not later than sixty (60) days following is familiar with the date condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, subject to the provisions of this LeaseSection 5, Tenant notifies and (b) Landlord that shall have no obligation to alter, repair or otherwise prepare the Initial Premises for Tenant’s occupancy or a portion thereof (clearly designated in such notice to Landlord) are pay for or construct any improvements to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell WorkPremises, time being of the essence of such notice), the Landlord shall, except with respect to such designated portion(s(i) of the Premises, perform Tenant Improvements to be funded by the Shell Work TI Allowance and (ii) the improvements to be performed by Landlord as more particularly described in Exhibit B-1 C attached hereto (“Landlord’s Work”). The Landlord’s Work shall be completed at Landlord’s sole cost and expense and the costs thereof shall not constitute Operating Expenses. Landlord shall complete Landlord’s Work no later than December 31, 2011, subject to delays caused by the Tenant and delays due to Force Majeure; provided that, if Landlord does not complete Landlord’s Work prior to September 1such date for any reason, 2013then (x) this Lease shall not be void or voidable, (y) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom and all other work necessary to prepare (z) Tenant shall not be responsible for the Initial Premises for payment of any Base Rent or Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions Share of this Lease and Operating Expenses (bas defined below) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice until Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at completes Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantWork.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that 4.01 (a) ifTenant acknowledges that it has made a full and complete inspection of the Premises to the extent that defects can be detected without causing damage to the Premises or without intrusive inspection of the Premises and is fully familiar and satisfied with the condition thereof, to the extent it could inspect the Premises. Except as otherwise provided in this Sublease, Tenant shall accept possession and occupancy of the Premises on the Commencement Date in their then “AS-IS” condition and state of repair, subject to any and all apparent defects therein (except (i) latent or hidden defects which were not later than sixty reasonably identifiable by Tenant prior to delivery of the Premises of which Tenant gives Landlord notice within one (601) days year following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date upon which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was delivered to Tenant), (ii) the performance by Landlord of Landlord’s Work (as defined in Section 4.02 below), (iii) the conditions described in Section 4.02, and (iv) the Premises being in broom clean condition (except for the FF&E permitted to remain) and free of tenancies and occupancies. NEITHER LANDLORD, NOR ANY OF LANDLORD’S AGENTS, HAS MADE OR MAKES, ANY WARRANTY, REPRESENTATION, COVENANT OR PROMISE, EXPRESS OR IMPLIED, IN RESPECT OF THE PREMISES OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. Tenant’s failure, refusal or inability to open for business in the Premises, however, shall not be deemed evidence that the Premises were not in good order and or satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantcondition.

Condition of Premises. The Tenant hereby agrees that the Premises are demised to Tenant and Tenant accepts the same shall be taken “as-as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes, except to the extent such objections, cause of action or claim is based on the gross negligence or willful misconduct of Landlord or any agent or employee of Landlord or any latent defect. Tenant acknowledges that (a) ifneither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, not later than sixty (60) days following and subject to, the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance together with the applicable provisions of this Lease and Improvements (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered defined in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that Work Letter) may be collectively referred to herein as the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions “Tenant Improvements.” The taking of this Lease. Tenant’s taking possession of any portion of the Premises by Tenant shall be conclusive evidence conclusively establish that the Premises and the Project were at such portion time in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection Civil Code of the Premises without cutting into California or otherwise disturbing walls, floors or ceilings and punchlist items any successor provision of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantlaw.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of Except as may be expressly set forth in this Lease, Tenant notifies shall accept the Premises on the Commencement Date in its “AS-IS” condition, subject to all applicable laws, ordinances, regulations, covenants and restrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein. Except as may be expressly provided herein, Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises suitable for Tenant’s occupancy shall intended purposes. TENANT ACKNOWLEDGES THAT, UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION, (2) THE BUILDING AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD AND (5) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as otherwise may expressly be performed at Tenant’s sole cost and expenseprovided herein, in accordance with the applicable provisions of this Lease and (b) as to space added to no event shall Landlord have any obligation for any defects in the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all any limitation on its use. The taking of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of Tenant accepts the Premises was and that the Premises were in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of at the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenanttime possession was taken.

Condition of Premises. The Premises are demised to Except as expressly set forth in this Lease and in the Tenant and Tenant accepts the same “as-is”Work Letter, except that (a) if, Landlord shall not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform provide or pay for any improvement, remodeling or refurbishment work or services related to the Shell Workimprovement, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) remodeling or refurbishment of the Premises, perform and Tenant shall accept the Shell Work described Premises in Exhibit B-1 its “As Is” condition on the Lease Commencement Date. Notwithstanding anything to the contrary set forth in this Lease (except the following sentence), Landlord shall, at its sole expense, cause the Project, the Building and the Premises (and each system, component and part of the Project, the Building and/or the Premises), as of the Lease Commencement Date, to be in good working order, to be in good condition (other than routine repair and maintenance), and to be in compliance with all applicable laws, and any expenses incurred by Landlord to comply with the provisions of this sentence shall not be included in any Operating Expenses that may be charged to Tenant in any manner under this Lease. Notwithstanding the foregoing, if Tenant fails to give Landlord written notice of such good working order or good condition matters within twelve (12) months after the Lease Commencement Date, then the correction of any such matters shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s responsibility at Tenant’s sole cost and expense expense. Landlord hereby assigns to Tenant, on a non-exclusive basis, all warranties and guaranties by the contractor who constructs the Tenant Improvements relating to the Tenant Improvements, and Tenant hereby waives all claims against Landlord relating to or arising out of the design and construction of the Tenant Improvements. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). The taking of possession of the Premises by Tenant shall conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition (except for matters that could not be reasonably discovered by Tenant during its inspection thereof prior to September 1taking possession) and without any obligation on Landlord’s part to make any alterations, 2013upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(€ of the California Civil Code: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all other work of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to prepare correct violations of construction-related accessibility standards within the Initial Premises for premises.” In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant’s occupancy right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by applicable laws now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable laws, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant to Landlord on or before that date which is ten (10) days after the date hereof; (B) any CASp inspection timely requested by Tenant shall be performed conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days’ prior written notice to Landlord of the date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building or Project in any way, and (4) at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01including, if Tenant elects as provided thereinwithout limitation, that some or all Tenant’s payment of the space so added shall be delivered in shell condition (but absent fee for such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)CASp inspection, the Landlord shallfee for any reports prepared by the CASp in connection with such CASp inspection (collectively, with respect to such designated portion(sthe “CASp Reports”) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any CASp Reports to prepare the space so added under Section 42.01 for Landlord within three (3) business days after Tenant’s occupancy shall be performed receipt thereof; (D) Tenant, at Tenant’s its sole cost and expense, in accordance with shall be responsible for making any improvements, alterations, modifications and/or repairs to or within the applicable provisions Premises to correct violations of this Lease. Tenant’s taking possession construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of any portion construction-related accessibility standards relating to those items of the Premises shall be conclusive evidence that such portion of Building and Project located outside the Premises was in good order that are Landlord’s obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and satisfactory condition when Tenant took possessionto the extent required by applicable laws to correct such violations, and except Tenant shall reimburse Landlord for latent defects not readily apparent the cost of such improvements, alterations, modifications and/or repairs within ten (10) business days after Xxxxxx’s receipt of an invoice therefor from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises are demised or the Project, or with respect to the suitability of the Premises or the Project for the conduct of Tenant’s business. Except with regard to the Tenant Improvements and as otherwise stated in this Lease, Tenant accepts the same “as-is”, except acknowledges that (a) if, not later than sixty (60) days following it is fully familiar with the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), Premises and agrees to take the Landlord shall, with respect to such designated portion(s) same in its condition “as is” as of the PremisesTerm Commencement Date and (b) Landlord shall have no obligation to alter, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to repair or otherwise prepare the Initial Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises. Notwithstanding the foregoing, Landlord shall be performed at Tenant’s sole cost deliver the Premises to Tenant with (a) the Building systems (i.e., HVAC, plumbing, mechanical, electrical and expense, life safety) in accordance with the applicable provisions of this Lease good working order and condition and (b) as to space added to the Premises in compliance with the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq. (together with regulations promulgated pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)thereto, the Landlord shall, with respect to such designated portion(s“ADA”) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this LeaseApplicable Laws. Tenant’s taking of possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was shall, except as otherwise agreed to in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed writing by Landlord and Tenant, conclusively establish that the Premises and the Project were at such time in good, sanitary and satisfactory condition and repair, subject to any Punchlist Items and any defects noted in Tenant’s Defect Notice. Costs incurred by Landlord pursuant to this Article 5 shall not be included in TI Costs.

Condition of Premises. The Premises are demised Tenant represents, warrants and covenants to Tenant and Tenant accepts the same “as-is”Landlord that, except that (a) if, not later than sixty (60) days following as of the date of this Lease, Tenant notifies Landlord that has conducted its own investigation of the Initial Premises and the physical condition thereof, including, without limitation, the accessibility and location of utilities, the improvements, the presence of Hazardous Substances (defined hereinafter), and any other matters which in Tenant’s judgment might affect or influence Tenant’s use of the Premises or a portion thereof (clearly designated Tenant’s willingness to enter into this Lease. Tenant recognizes that Landlord would not lease the Premises except on an “as is” basis, subject to those improvements outlined in such notice to Landlord) are to be delivered the Work Letter attached hereto as EXHIBIT C, and acknowledges that, except as set forth in shell condition (but absent such notice this Lease, Landlord will not otherwise be obligated to perform has made no representation of any kind in connection with the Shell Workimprovements to, time being of or the essence physical conditions on, or bearing on the use of, the Premises. Tenant shall rely solely on Tenant’s own inspection and examination of such notice)items and not on any representations of Landlord, express or implied. Landlord shall deliver the Landlord shallPremises to Tenant in the same arrangement and condition as the Premises now are, with respect reasonable wear and tear excepted, and that Landlord, except as stated in EXHIBIT C, has no obligation to such designated portion(s) alter, repair, renovate, or render fit for Tenant’s occupancy, any part of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions . Upon execution of this Lease. , Tenant shall be deemed fully satisfied with the results of Tenant’s taking possession inspection and examination of any portion of the Premises shall be conclusive evidence that all such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantitems.

Condition of Premises. The Landlord shall deliver the Premises are demised to Tenant in broom-clean condition and free of debris, with the existing Building-standard plumbing, lighting, and HVAC systems (collectively, the “Operating Systems”) in good operating condition. If a non-compliance with such warranty exists as of the Commencement Date, or if one of such Operating Systems or elements should malfunction or fail within the warranty period below, as Tenant’s sole remedy for Landlord’s breach of this warranty, Landlord shall, as Landlord’s sole obligation, promptly after receipt of written notice from Tenant accepts setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, repair same “as-is”at Landlord’s expense; provided, except that (a) ifhowever, not later than Landlord shall have no liability hereunder for repairs or replacements necessitated by the intentional acts, willful neglect or omissions of Tenant and/or any of Tenant’s Parties. The warranty period shall be sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being after delivery of the essence Premises to Tenant, including any Early Occupancy under Section 4.4 below. If Tenant does not give Landlord the required notice within said warranty period, correction of any such notice)non-compliance, the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy malfunction or failure shall be performed the obligation of Tenant at Tenant’s sole cost and expense. Tenant acknowledges that, except as otherwise expressly set forth in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01Work Letter, if Tenant elects as provided thereinany, that some (i) neither Landlord nor any agent of Landlord has made any representation or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, warranty with respect to the Premises, the Building or the Property or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business, and Tenant shall accept the Premises in its then as-is condition on delivery by Landlord, and (ii) the acceptance of possession of the Premises by Tenant shall establish that the Premises, the Building and the Property were at such designated portion(s) time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, pursuant to the Work Letter completed and without any obligation on Landlord’s part to make any further alterations, upgrades or improvements thereto, subject only to completion of minor punch-list items that do not materially and adversely interfere with Tenant’s access to or ability to conduct business on the Premises and as identified by the parties to be corrected by Landlord, if any, as provided in the Work Letter. The warranties made by Landlord in this Section 4.3 shall be of no force or effect if immediately prior to the Commencement Date, Tenant was the owner or occupant of the Premises. In such event, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of responsible for any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantnecessary corrective work.

Condition of Premises. The Tenant hereby acknowledges and agrees that it is in possession of the Premises are demised to Tenant and Tenant accepts has accepted the same “in as-is”is condition, and no agreement of Landlord to alter, remodel, decorate, or improve the Premises or the Building (or to pay for any such work) and no representation regarding the condition of the Premises or the Building has been made by or on behalf of Landlord to Tenant, except that for latent defects in the base Building structural components or base Building systems and except for the Improvement Allowance provided below. The foregoing is not intended to, and shall not be deemed or construed to, release Landlord from any of its obligations under the Original Lease to operate, maintain, repair and replace the Premises and Building. Notwithstanding the foregoing, Landlord shall make available to Tenant, commencing on the Effective Date hereof, an improvement allowance (athe “Improvement Allowance”) if, in an amount not later than sixty to exceed the sum of TWO MILLION TWO HUNDRED NINETY THOUSAND THREE HUNDRED TEN AND 00/100 DOLLARS (60$2,290,310.00) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises (or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) Fifty-Five and 00/100 Dollars [$55.00] per rentable square foot of the Premises), perform on a draw basis, to be applied toward the Shell Work described hard and soft costs incurred by Tenant in Exhibit B-1 at Landlordthe improvement of the Premises (the “Tenant’s sole cost Work”), including but not limited to the costs of installing wiring and expense prior to September 1cabling, 2013telephones, computers, and all other work necessary to prepare furniture, fixtures and equipment, including, without limitation, audio visual equipment, in the Initial Premises for and any professional fees incurred by Tenant in connection with such Tenant’s occupancy Work. Tenant shall be performed have access to the loading docks, elevators, construction hoists, temporary washrooms and dumpsters in the Building as reasonably designated by Landlord during the Tenant’s Work at no cost to Tenant. Tenant shall, at Tenant’s sole cost and expenseexpense and as part of the Tenant’s Work, contract with the electric utility company serving the Building to provide electrical services to the Premises throughout the Extended Term, as more fully provided in Section 4.C of the Original Lease. It shall be a condition of Landlord’s obligation to pay the Improvement Allowance, or any draw thereon, that Tenant shall provide to Landlord contractors’ affidavits and partial or final lien waivers (if applicable) covering all labor, equipment and materials used or expended in connection with the Tenant’s Work, and original invoices reasonably acceptable to Landlord establishing the actual cost of and full payment for all items purchased with the Improvement Allowance. Tenant may periodically request, but not more frequently than once in any calendar month, disbursement of all or portions of the Improvement Allowance and Landlord shall pay such requested disbursement to Tenant within thirty (30) days after receipt of Tenant’s request accompanied by the foregoing items. Any Tenant’s Work shall be performed in strict accordance with the applicable provisions of this Lease the Lease. In the event that the cost of the Tenant’s Work exceeds the amount allocated in the Improvement Allowance, Tenant shall be responsible for any excess costs and Landlord shall have no liability in connection therewith. In the event the cost of Tenant’s Work is less than the Improvement Allowance, Tenant may apply up to Six Hundred Eighty-Seven Thousand Ninety-Three and 00/100 Dollars ($687,093.00) of the Improvement Allowance toward additional abatement of Rent after the Abatement Period and any remaining unused funds shall then be returned to or remain the property of Landlord. Landlord shall also provide Tenant with a space planning allowance (the “Planning Allowance”) in an amount not to exceed the sum of FOUR THOUSAND NINE HUNDRED NINETY-SEVEN AND 04/100 DOLLARS ($4,997.04) (or Zero and 12/100 Dollars ($0.12) per rentable square foot of the Premises), to be used solely for expenditure on Tenant’s initial plans and drawings for the Premises and one Landlord-approved revision thereto. Landlord shall disburse the Planning Allowance to Tenant within thirty (30) days after request by Tenant, which request shall include invoices establishing the cost of such plans and drawings relating to the disbursement and shall not be made more frequently than once in any calendar month. Tenant shall submit to Landlord for its approval the names of the general contractors which Tenant would consider using to construct the Tenant’s Work. Tenant shall have the right to competitively bid the Tenant’s Work. Tenant shall select the general contractor which will perform the Tenant’s Work (the “Contractor”) from the general contractors which have been approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. After receipt of a signed copy of the approved working drawings and the required permits and approvals, Tenant will (i) enter into a construction contract with the Contractor for the construction of the Tenant’s Work; and (bii) as instruct the Contractor to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all commence construction of the space so added shall be delivered in shell condition Tenant’s Work. Before any Tenant’s Work is commenced or the Contractor’s (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(sor any subcontractor’s) equipment is moved onto any portion of the Premises, perform the Shell Work described Contractor shall deliver to Landlord certificates of insurance evidencing to Landlord’s reasonable satisfaction the types of insurance coverages in Exhibit B-1 the following minimum amounts, which policies shall be issued by companies reasonably approved by Landlord, shall be maintained by Tenant or the Contractor at all times during the performance of construction, and which shall, at Landlord’s sole cost option, name Landlord as an additional insured as its interest may appear (except for worker’s compensation coverage): (i) worker’s compensation coverage, with limits of at least $100,000 per accident for bodily injury by accident, $500,000 for bodily injury by disease and expense prior $200,000 per employee for bodily injury by disease, or statutory limits, whichever is greater; (ii) commercial general liability coverage to include products/completed operations, broad form property damage and contractual liability with limits of $1,000,000 per occurrence and in the date which is ninety aggregate; and (90iii) days following automobile liability coverage, both owned and non-owned, with bodily injury limits of at least $1,000,000 per accident for a combined single limit. Tenant shall reimburse Landlord for any out-of-pocket costs and expenses incurred by Landlord in connection with the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantWork.

Condition of Premises. The Except with respect to the Tenant Improvements to be performed by Tenant, Landlord shall deliver the Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) ifin compliance with all applicable building, safety and other applicable codes, including ADA, (b) in broom clean condition, and (c) with all the Building systems servicing the Premises in good working order as of the Delivery Date (defined below). The date on which Landlord delivers the Premises to Tenant shall be hereinafter referred to as the “Delivery Date.” Furthermore, Landlord, at its sole cost and expense, separate and apart from the Allowance, shall improve the Building to a shell and core configuration which complies with all applicable building codes, including, but not limited to, the ADA, as defined in Section 8.1, and as described in Exhibit C-l hereto (“Landlord’s Work”), promptly after the Delivery Date subject to coordination with Tenant’s contractor; provided, however. Landlord’s Work shall be substantially completed no later than sixty forty-five (6045) days following the date of this Lease, Lease Execution Date. If Landlord’s Work has not been finally completed Landlord and Tenant notifies shall not interfere with each other’s work and shall cooperate and coordinate throughout the construction process. Landlord that the Initial Premises or a portion thereof (clearly designated in such notice shall require its contractors to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, provide 1-year warranties with respect to such designated portion(sthe work completed. Tenant acknowledges that, except as otherwise expressly set forth in this Lease and the Work Letter, if any, (i) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, perform the Shell Building or the Property or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business, and Tenant shall accept the Premises in its then as-is condition on delivery by Landlord, and (ii) the acceptance of possession of the Premises by Tenant shall establish that the Premises, the Building and the Property were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord completed and without any obligation on Landlord’s part to make any further alterations, upgrades or improvements thereto. For purposes hereof, Landlord’s Work described will be deemed to be “substantially completed” when Landlord’s contractor certifies in Exhibit B-1 writing to Landlord and Tenant that Landlord has substantially performed all of Landlord’s Work required to be performed by Landlord, other than decoration and minor “punch-list” type items and adjustments which do not interfere with Tenant’s construction of the Tenant Improvements. Within two (2) business days after receipt of certification from Landlord’s contractor, Tenant and Landlord will conduct a walk-through inspection of the Premises and Tenant shall provide to Landlord a written punch-list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense prior to September 1, 2013and without interfering with Tenant’s construction of the Tenant Improvements, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy which items shall be performed at Tenant’s sole cost and expensefinally completed no later than July 15,2010, in accordance with the applicable provisions of provided this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some is mutually executed on or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantbefore May 30,2010.

Condition of Premises. The Premises are demised Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to Tenant and Tenant accepts the same “as-is”condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business, except as otherwise expressly set forth in this Lease. Tenant acknowledges that (a) if, not later than sixty (60) days following it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the date (the “Possession Date”) that is the earlier of this Lease, Tenant notifies Landlord that (i) the Initial Premises or a portion thereof Early Occupancy Date and (clearly designated in such notice to Landlordii) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013Term Commencement Date, and all other work necessary (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as or to space added pay for or construct any improvements to the Premises pursuant to Section 42.01Premises, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, except with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell conditionImprovements, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, except as otherwise expressly set forth in accordance with the applicable provisions of this Lease. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair for the purpose of permitting Tenant to take occupancy. Notwithstanding anything to the contrary (but subject to the last grammatical sentence of this Article 5), Landlord hereby represents and warrants that, as of the Possession Date, (w) to its actual present knowledge, without any portion duty to make any independent investigation or inquiry, there are no Hazardous Materials in the Building in violation of Applicable Laws except as otherwise set forth in that certain Phase 1 Environmental Site Assessment of J. Xxxxx Xxxxxx Institute, dated April 29, 2010, prepared by EMG for BioMed Realty Trust, Inc., (x) the windows and window seals in the Premises shall be conclusive evidence in good working order, condition and repair and shall be in a condition such that such portion of they will not leak under normal circumstances, (y) the base Building mechanical, electrical (including any electrical panels), sprinkler, fire alarm, plumbing and heating, ventilating and air conditioning systems serving the Premises, shall be in good working order, condition and repair and (z) restrooms within the Premises was shall be in good order compliance with all Applicable Laws; provided, however, that Tenant’s sole and satisfactory condition when exclusive remedy for a breach of such representation and warranty shall be to deliver notice to Landlord (“Repair Notice”) on or before the date that is six (6) months after the Possession Date with respect to items that would be apparent to Tenant took possession, and except for latent defects not readily apparent from upon a careful reasonable visual inspection of the Premises without cutting into and/or the Building, as applicable, and within sixty (60) days after discovery of any other breach (each such date, a “Warranty Date”) detailing the nature of such breach. In the event that Landlord receives a Repair Notice on or otherwise disturbing wallsbefore the Warranty Date applicable to the breach of the representation and warranty described therein, floors Landlord shall promptly make any repairs reasonably necessary to correct the breach described in the Repair Notice. The representation and warranty provided by Landlord in subsections (w), (x), (y) and (z) above shall expire, and be of no further force or ceilings effect, on the applicable Warranty Date and punchlist items of which Tenant has Landlord shall not have any further obligations or liabilities in connection with such representation and warranty (except with respect to any actual breaches identified in a Repair Notice delivered notice to Landlord, excluding items of damage caused by Tenant to Landlord on or its agents, independent contractors or suppliers (subject to before the applicable Warranty Date). The provisions of this Section 3.01 of 5 shall in no way limit or modify Landlord’s other repair, maintenance and replacement obligations under this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Tenant has inspected the Premises are demised and agrees (a) to Tenant and Tenant accepts accept possession of the same Premises in the condition existing on the Commencement Date “as-as is”, and (b) that except that (a) iffor Landlord’s Contribution, not later than sixty (60) days following the date of this Leaseif any, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to and except for Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell ’s Work, time being of the essence of such notice)if any, the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and “C” attached hereto, Landlord has no obligation to perform any work, supply any materials, incur any expense prior to September 1, 2013, and all other work necessary or make any alterations or improvements to prepare the Initial Premises for Tenant’s occupancy. Any work to be performed by Tenant in connection with Tenant’s initial occupancy of the Premises shall be performed at Tenant’s sole cost hereinafter referred to as the “Initial Alterations,” and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days promptly commenced by Tenant following the date on which Commencement Date and diligently pursued thereafter by Tenant until the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Initial Alterations are Substantially Completed. Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion part of the Premises shall be conclusive evidence evidence, as against Tenant, that such portion Landlord has Substantially Completed any work to be performed by Landlord under this Lease, Tenant has accepted possession of the Premises in its then current condition and at the time such possession was taken, the Premises and the Building were in a good order and satisfactory condition when as required by this Lease, except that the foregoing shall not relieve Landlord from its obligation to complete or correct any punch list items as provided herein with respect to any work Landlord is required to perform pursuant to this Lease. Notwithstanding the foregoing, Landlord represents and warrants to Tenant took possessionthat the sprinkler, fire-alarm and except for latent defects not readily apparent from a careful inspection life-safety systems in the Premises as of the Premises without cutting into Commencement Date will be in working order as of the Commencement Date; provided, however, that the foregoing shall not imply any representation or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject warranty as to the provisions useful life of Section 3.01 of this Lease). No promise of Landlord such systems, nor shall the foregoing diminish Tenant’s responsibility to alterperform any repairs, remodel modifications or improve improvements to the Property and no representation by Landlord or its agents respecting same necessitated after the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantCommencement Date.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being As of the essence of Delivery Date, any then-existing Building plumbing, lighting, heating, ventilating, air conditioning, gas, electrical and sprinkler systems serving the Premises shall be in good working condition and repair at Landlord’s sole expense, and not from the Tenant Improvement Allowance. Except as is provided in the preceding sentence, having made such notice), the Landlord shall, with respect to such designated portion(s) inspection of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost Building and expense prior to September 1the Project as it deemed prudent and appropriate (including, 2013without limitation, and all other work necessary to prepare testing for the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expensepresence of mold), in accordance with the applicable provisions of this Lease and (b) as to space added to Tenant hereby accepts the Premises pursuant to Section 42.01, if Tenant elects in their condition existing as provided therein, that some or all of the space so added shall be delivered in shell Delivery Date, “AS-IS” subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform and any covenants or restrictions, liens, encumbrances and title exceptions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Except as specifically set forth in this Lease and in the Shell Work described in Letter Agreement for Tenant Improvements and Interior Specification Standards attached hereto as Exhibit B-1 at Landlord’s sole cost C and expense prior made a part hereof (“Work Letter”), Landlord shall not be obligated to provide or pay for any improvement work or services related to the date which is ninety (90) days following improvement of the date on which Premises. Tenant acknowledges that, except as provided for in this Section 5.03(b), neither Landlord nor any agent of Landlord has made any representation or warranty as to the additional space would be delivered under Section 42.01 but present or future suitability of the Premises for the Tenant election that the same be delivered in shell conditionconduct of Tenant’s business. Neither party has been induced to enter into this Lease by, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expenseneither party is relying on, any representation or warranty outside those expressly set forth in accordance with the applicable provisions of this Lease. Tenant’s taking possession Neither Landlord nor anyone acting on its behalf shall be liable for, nor shall this Lease be subject to rescission on account of, the nondisclosure of any portion facts. Tenant expressly waives any right to rescission and /or damages based on nondisclosure of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantfacts.

Condition of Premises. The Except to the extent of the Tenant Improvements item on the Schedule, Landlord is leasing the Premises are demised to Tenant absolutely “as is” (subject to Landlord’s warranty obligations set forth below), without any obligation to alter, remodel, improve, repair or decorate any part of the Premises. Landlord shall cause the Premises to be completed in accordance with the Tenant Improvement Agreement attached as Exhibit C. Landlord shall deliver the Premises to Tenant on the Commencement Date clean and free of debris with the installation of the Tenant accepts Improvements completed in accordance with the same “asterms of the Tenant Improvement Agreement attached as Exhibit C. Landlord warrants to tenant that the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems in the Premises, shall be in good operating condition on the Commencement Date and during the initial twelve (12) months of the Term. In the event of a non-is”compliance with such warranty, Landlord shall, except that (a) if, not later than sixty (60) days following the date of as otherwise provided in this Lease, promptly after receipt of written notice from Tenant notifies setting forth the nature and extent of such non-compliance, rectify same at Landlord’s cost and expense. Further, in connection with the construction of the Building structure and the Tenant Improvements pursuant to the Tenant Improvement Agreement, Landlord that shall obtain customary warranties and guaranties from the Initial contractor(s) performing such work and/or the manufacturers of equipment installed therein, but shall be under no obligation to incur additional expense in order to obtain or extend such warranties. If Tenant is required to make repairs to any component of the Premises or any of its systems not covered by the Landlord’s warranty contained in this Section 3A but for which Landlord has obtained a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Workcontractor’s or manufacturer’s warranty, time being of the essence of such notice), the then Landlord shall, with respect upon request by Tenant, use its good faith efforts to pursue its rights under any such designated portion(s) warranties for the benefit of Tenant. Tenant’s acceptance of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed subject to the foregoing and to the provisions of this Lease regarding delivery of possession and completion by Landlord of all punch-list items. Tenant may obtain, at Tenant’s sole cost and expense, extended warranties on any Building systems; Landlord shall (i) notify Tenant prior to its purchase of any Building system for which Tenant may obtain an extended warranty in accordance with the applicable provisions of this Lease order to give Tenant ample opportunity to obtain such a warranty and (bii) as cooperate with and assist Tenant to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent obtain any such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantwarranties.

Condition of Premises. The Tenant hereby accepts the Premises in the condition existing as of the date of the execution hereof, subject to all applicable zoning, municipal, county, state and federal laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises or the suitability thereof for the conduct of Tenant’s business, nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises except as provided in this Lease. Except as may be otherwise expressly provided in this Lease, the taking of possession of the Premises by Tenant shall in itself constitute acknowledgement that the Premises are demised to Tenant in good and tenantable condition, and Tenant agrees to accept the Premises in its presently existing condition "as is", and that the Landlord shall not be obligated to make any improvements or modifications thereto except to the extent that may otherwise be expressly provided in this Lease. Tenant represents and acknowledges that it has made a sufficient investigation of the conditions of the Premises existing immediately prior to the execution of this Lease (including investigation of the surface, subsurface and groundwater for contamination and hazardous materials) and is satisfied that the Premises will safely support the type of improvements, if any, to be constructed and maintained by Tenant upon the Premises, that the Premises is otherwise fully fit physically and lawfully for the uses required and permitted by this Lease and that Tenant accepts the same “as-is”, except all risks associated therewith. Tenant acknowledges that (a1) if, Landlord has informed Tenant prior to the commencement of the term of this Lease that the Landlord does not later than sixty know nor has reasonable cause to believe that any release of any hazardous material has come to be located on or beneath the Premises; (602) days following prior to the date commencement of the term of this Lease, the Landlord has made available to Tenant, for review and inspection, records in the possession or control of the Landlord which might reflect the potential existence of hazardous materials on or beneath the Premises; (3) Landlord has provided Tenant notifies access to the Premises for a reasonable time and upon reasonable terms and conditions for purposes of providing to Tenant the opportunity to investigate, sample and analyze the soil and groundwater on the Premises for the presence of hazardous materials; (4) by signing this Lease Tenant represents to Landlord that, except as otherwise may be stated on Exhibit “C” attached hereto and by this reference incorporated herein, Tenant does not know nor has reasonable cause to believe that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are any release of hazardous material has come to be delivered in shell condition located on or beneath the Premises and (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, 5) with respect to such designated portion(s) of any hazardous material which Tenant knows or has reasonable cause to believe has come or will come to be located on or beneath the Premises, perform Tenant has listed the Shell Work described hazardous material on attached Exhibit “C” and agrees promptly to commence and complete the removal of or other appropriate remedial action regarding the hazardous material at no cost or expense to Landlord and in Exhibit B-1 at Landlord’s sole cost full compliance with all applicable laws, regulations, permits, approvals and expense prior to September 1authorizations. The phrase “hazardous material,” as used herein, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that has the same be delivered meaning as that phrase has in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions 5.6 of this Lease. Tenant’s taking possession of Tenant agrees that, except as otherwise expressly provided in this Lease, Tenant is solely responsible without any portion of cost or expense to the Landlord to take all actions necessary, off as well as on the Premises shall be conclusive evidence that such portion of to improve and continuously use the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused as required by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or and in any written amendment hereto signed by Landlord compliance with all applicable laws and Tenantregulations.

Condition of Premises. The Premises are demised to Tenant acknowledges that it has inspected and Tenant accepts the same “Premises in their present "as-is”" condition as suitable for the purpose for which the Premises are leased. Notwithstanding the preceding sentence, Landlord shall re-paint and re-carpet the existing interior offices within the Premises with Landlord's Building standard paint and carpet in such Building standard colors as are mutually approved by Landlord and Tenant ("Landlord's Work"). Landlord shall use commercially reasonable efforts to complete Landlord's Work by September 1, 1998, but Tenant acknowledges that such target date is dependent upon no delay in the same resulting from a Force Majeure Event (as defined below) or an act or omission of Tenant or Tenant's Parties (as defined below). The taking of possession by Tenant shall be conclusive to establish that the Premises are in good and satisfactory condition when possession is taken. Notwithstanding the foregoing, Landlord hereby represents that the existing mechanical, plumbing, electrical (including light bulbs and tubes) and HVAC systems (collectively, the "Building Systems") shall be in good working order as of the Commencement Date (except that to the extent any defects therein exist as a result of any act or omission of Tenant or Tenant's Parties (a) ifas defined below)); provided, however, if Tenant does not later than sixty deliver written notice to Landlord of any material defects with respect to the condition of the Building Systems within thirty (6030) days following the date Commencement Date, then Tenant shall be deemed to have inspected and accepted the same in their present condition, and the correction of this Lease, Tenant notifies Landlord that any subsequently discovered defects shall be the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being obligation of the essence of such notice), applicable party pursuant to the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as including, without limitation, Landlord's right to space added to treat the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all cost of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being same as an Operating Expense). If a breach of the essence of such notice)foregoing representation exists, the Landlord shalland Tenant timely (i.e., with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety within thirty (9030) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that Commencement Date) delivers written notice to Landlord setting forth in reasonable detail a description of such breach, Landlord shall, as Tenant's sole and exclusive remedy, rectify the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and Landlord's expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of Tenant further acknowledges that no representations or promises were made by Landlord or any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise agent of Landlord to repair, alter, remodel or improve the Property Premises, except as expressly set forth in this Lease. The Commencement Date shall be the date provided in Item 3 of the Basic Lease Provisions. If this Lease is executed before the Premises become vacant or otherwise available or if any present tenant or occupant of the Premises holds over, and no representation Landlord cannot acquire possession of the Premises in time to deliver them by the Commencement Date, or if any required repairs, alterations or improvements are not substantially completed by Landlord prior to the Commencement Date, this Lease shall not be void or its agents respecting the condition voidable, and Landlord shall not be deemed to be in default hereunder, nor shall Landlord be liable for any loss or damage directly or indirectly arising out of or resulting from such holdover. Tenant agrees to accept possession of the Property Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the Commencement Date. Notwithstanding the foregoing, if Landlord has been made failed to tender possession of the Premises to Tenant on or relied upon by Tenant other than as may be contained before August 1, 1998 (the "Outside Date") and such failure is not due in this Lease whole or in any written amendment hereto signed by Landlord and Tenant.part to a "Force Majeure Event" or

Condition of Premises. The Premises are demised to Except as expressly set forth in this Lease and in the Tenant and Tenant accepts the same “as-is”Work Letter, except that (a) if, Landlord shall not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform provide or pay for any improvement, remodeling or refurbishment work or services related to the Shell Workimprovement, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) remodeling or refurbishment of the Premises, perform and Tenant shall accept the Premises in its "As Is" condition on the Lease Commencement Date; provided, however, in the event that, during the first twelve (12) months of the initial Lease Term, the Base, Shell and Core of the Building and all Base Building Work described (as defined in Section 1 of Exhibit B-1 B) without regard to any alterations or other improvements to be constructed or installed by Tenant in the Premises or Tenant's use of the Premises, contains defects or does not comply with the Requirements in effect at the time of Landlord’s 's construction of the same (unless such defect or non-compliance arises out of any Alterations or Tenant's use of the Premises), then Landlord shall be responsible, at its sole cost and expense prior which shall not be included in Operating Expenses (except as otherwise expressly permitted in Section 4.2 hereof), for correcting any such non-compliance or defects as soon as reasonably possible after receiving written notice thereof from Tenant; provided, however, that with respect to September 1latent defects, 2013if Tenant fails to give Landlord written notice of any such defects within twelve (12) months after the Lease Commencement Date, then the correction of any such defects shall, subject to Landlord's repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant's responsibility at Tenant's sole cost and expense. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business and any Requirements which apply to the same (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant's responsibility and Tenant's failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant's obligations under this Lease). Except as otherwise provided above and in the Tenant Work Letter, the taking of possession of the Premises by Tenant shall conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all other work of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to prepare correct violations of construction-related accessibility standards within the Initial Premises premises." In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant's right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by any Requirements now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to any Requirements, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for Tenant’s occupancy and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant to Landlord on or before that date which is ten (10) days after the Effective Date; (B) any CASp inspection timely requested by Tenant shall be performed conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days' prior written notice to Landlord of the date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building or Project in any way, and (4) at Tenant’s 's sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01including, if Tenant elects as provided thereinwithout limitation, that some or all Tenant's payment of the space so added shall be delivered in shell condition (but absent fee for such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)CASp inspection, the Landlord shallfee for any reports prepared by the CASp in connection with such CASp inspection (collectively, with respect to such designated portion(sthe "CASp Reports") of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any CASp Reports to prepare the space so added under Section 42.01 for Landlord within three (3) business days after Tenant’s occupancy shall be performed 's receipt thereof; (D) Tenant, at Tenant’s its sole cost and expense, in accordance with shall be responsible for making any improvements, alterations, modifications and/or repairs to or within the applicable provisions Premises to correct violations of this Lease. Tenant’s taking possession construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of any portion construction-related accessibility standards relating to those items of the Premises shall be conclusive evidence that such portion of Building and Project located outside the Premises was in good order that are Landlord's obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and satisfactory condition when Tenant took possessionto the extent required by any Requirements to correct such violations, and except Tenant shall reimburse Landlord for latent defects not readily apparent the cost of such improvements, alterations, modifications and/or repairs within ten (10) business days after Tenant's receipt of an invoice therefor from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Sublandlord will deliver the Premises are demised to Tenant and Tenant accepts Subtenant on the same Sublease Commencement Date in its “as-is”AS IS” condition, except that Sublandlord shall, at its sole cost and expense: (aA) ifclean the Premises, not later than sixty including the carpets and any units of furniture, personal property and equipment located in the Premises; and (60B) days following divide the date Zynga Server Room located on the second (2nd) floor of the Building (as such Zynga Server Room is shown on the space plan attached hereto as Exhibit B) into two (2) non-equal spaces by installing a secured cage therein, which division shall be implemented substantially as shown on the space plan attached hereto as Exhibit B and shall provide for each of Sublandlord’s and Subtenant’s exclusive use of their remaining, respective portions of the Zynga Server Room (with Sublandlord retaining exclusive access to the remaining larger portion of the Zynga Server Room and Subtenant retaining exclusive access to the remaining smaller portion of the Zynga Server Room). Subtenant has thoroughly inspected and examined the Premises, has elected to sublease the Premises from Sublandlord under the terms of this LeaseSublease on a strictly “AS IS” and “with all faults” basis, Tenant notifies Landlord and acknowledges that Sublandlord has no obligation to make any improvements or provide any furnishings or equipment to Subtenant in connection therewith, except as specifically provided herein (including, without limitation, as provided in Section 7 below). Except as expressly set forth herein, no representations or warranties of any kind have been made to Subtenant concerning the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform nor have any promises to alter or improve the Shell Work described Premises been made by Sublandlord or any party on behalf of Sublandlord. Subtenant is subleasing the Premises from Sublandlord after having had an opportunity to fully inspect the Premises and the right not to execute this Sublease if the results of said inspection were unacceptable. Therefore, Subtenant hereby agrees that the term “AS IS” means that upon having approved said inspection, it will sublease the Premises, without warranty or representation, either oral or written, or expressed or implied, as to the physical condition of the Premises and/or the compliance of same with building, fire, health and zoning codes and other applicable laws, ordinances and regulations. Sublandlord hereby expressly disclaims any and all warranties or representations made to Subtenant, whether the same were made by any partner, officer, director or employee of Sublandlord or any other agent of same, such as a broker. At the termination of this Sublease, Subtenant shall surrender the Premises to Sublandlord in Exhibit B-1 at Landlord’s sole cost the condition received, reasonable wear and expense prior tear excepted and all improvements and/or modifications installed by Subtenant in the Premises (excluding only trade fixtures and equipment, furniture, furnishings and other moveable items) shall remain and be the property of Sublandlord, unless Sublandlord and/or Master Landlord otherwise notifies Subtenant to September 1, 2013remove the same pursuant to the terms of the Lease as incorporated herein, and repair all other work necessary damage caused by such removal. For purposes hereof, the “rentable square feet” of the Premises set forth in Recital A above are hereby agreed to prepare by Sublandlord and Subtenant and shall not be subject to revision. By taking possession of the Initial Premises, Subtenant acknowledges that the Premises for Tenant’s occupancy are in a tenantable and good condition. Subtenant shall not make any alterations, additions or improvements to the Premises without first obtaining the written consent of Sublandlord and, if required by the Lease, of Master Landlord. Any approved alterations, additions or improvements to the Premises shall be performed made by Subtenant at TenantSubtenant’s sole cost and expense, in accordance with the and otherwise upon all applicable provisions of this Lease terms and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all conditions of the space so added shall be delivered in shell condition Lease (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(sincluding any removal and restoration obligations) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantSublease.

Condition of Premises. The Landlord agrees to deliver the Premises are demised to Tenant in broom clean condition, free and Tenant accepts the same “as-is”clear of all personal property, except such personal property as Tenant may purchase from the existing tenant, provided that (a) ifsaid items are clearly marked accordingly. Tenant agrees to accept the Premises in their present condition, not later than sixty (60) days following subject to Landlord's obligation to complete the date Landlord's Work in a good and workmanlike manner, free from material defects, and to meet the other applicable standards and requirements relating to the condition of the Premises as expressly set forth in this Lease, and without any additional representation or warranty of Landlord as to its condition, except for those representations and warranties made by Landlord in the Lease. Except as expressly set forth in the Lease, Tenant notifies acknowledges that (i) Landlord that is leasing and Tenant is accepting the Initial Premises in its "As Is, Where-Is" condition, and (ii) Landlord has not made, nor shall Landlord be deemed to have made, any representation or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Workwarranty, time being of the essence of such notice), the Landlord shallexpress or implied, with respect to the Premises. Notwithstanding the foregoing, Landlord shall undertake the correction of defective Landlord's Work, provided that Tenant gives Landlord written notice promptly after discovery of such designated portion(sdefect. If no notice to the contrary has been given to Landlord within thirty (30) days after the Commencement Date or thirty (30) days after the completion of the PremisesLandlord's Work (whichever is later), perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy it shall be conclusively deemed that the all of the Landlord's Work not objected to by Tenant as aforesaid was satisfactorily performed at Tenant’s sole cost and expense, in accordance with and meeting the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions requirements of this Lease. Tenant’s taking possession of any portion of the Premises The foregoing presumption shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possessionnot apply, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.however:

Condition of Premises. The Premises are demised Subject to Section 11.1, Tenant and Tenant hereby accepts the same Premises in its “as-is”, except that (a) if, not later than sixty (60) days following AS IS,” “WITH ALL FAULTS,” and “WHERE IS” basis and also in its existing condition as of the date commencement of this Lease, Tenant notifies Landlord that subject to any and all applicable zoning Laws governing and regulating the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) use of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1conditions, 2013covenants or restrictions of record, and accepts this Lease subject thereto and to any and all other work necessary matters disclosed thereby and by any and all exhibits attached hereto. Tenant acknowledges, understands and agrees that neither Landlord nor its agents, employees, independent contractors, invitees or representatives have made any representation or warranty as to prepare the Initial present or future suitability of the Premises or its condition or the condition of any appurtenances, buildings, fixtures, equipment or improvements thereof or therein for the conduct of Tenant’s occupancy business and operations therein. Except as otherwise set forth in this Lease, Xxxxxx also acknowledges, understands and agrees that it shall be performed at Tenant’s sole cost do any and expense, in accordance with the applicable provisions all work of this Lease and (b) as to space added any nature to the Premises pursuant necessary, based on its own investigations, to Section 42.01, if Tenant elects as provided therein, that some or all of bring the space so added shall be delivered in shell Premises to a condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but suitable for the Tenant election that the same be delivered in shell condition, conduct of Xxxxxx’s business and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost operations therein. Landlord has no obligation and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No made no promise of Landlord to alter, remodel remodel, improve or improve repair the Property and no representation by Landlord Premises or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantpart thereof. EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE, NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, RESPECTING THE CONDITION OF THE PREMISES, INCLUDING ITS TENANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, HAVE BEEN MADE BY LANDLORD TO TENANT.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added Subject to the Premises pursuant to Section 42.01, if performance by Landlord of its obligations under the Work Letter Agreement attached hereto as Exhibit "D," Tenant elects as provided therein, hereby agrees that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence taken "as is", "with all faults", "without any representations or warranties, and Tenant hereby agrees and warrants that such portion it has investigated and inspected the condition of the Premises was in good order and satisfactory condition when Tenant took possessionthe suitability of same for Tenant's purposes, and except Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for latent defects not readily apparent from a careful Tenant's purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant's business, and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises without cutting and the Project in its decision to enter into or otherwise disturbing walls, floors or ceilings this Lease and punchlist items let the Premises in an "as is" condition. The taking of which Tenant has delivered notice to Landlord, excluding items possession of damage caused the Premises by Tenant shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives Sections 1941 and 1942 of the Civil Code of California or its agentsany successor provision of law. Landlord reserves the right from time to time, independent contractors or suppliers (but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the provisions Premises and/or other parts of Section 3.01 of this Lease). No promise of Landlord the Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Project, (ii) to alter, remodel close or improve relocate any facility in the Property and no representation by Landlord Premises or its agents respecting the condition Common Areas or otherwise conduct any of the Property has been made above activities for the purpose of complying with a general plan for fire/life safety for the Project or otherwise, and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall attempt to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or relied upon by Tenant reduce Basic Rental or other than charges due hereunder as may be contained in this Lease a result of same, or in any written amendment hereto signed by otherwise make claim against Landlord and for interruption or interference with Tenant's business and/or operations.

Condition of Premises. The REPAIRS - ------------------------------------------- CLEAN AND SANITARY AND REPAIRS: ------------------------------- Tenant shall keep the Premises in good condition, repair and appearance. Tenant shall quit and surrender the Premises at the end of the Term in good condition, reasonable wear and tear excepted, and shall not make any alterations, additions or improvements to the Premises without the prior written consent of Landlord as to the alterations, additions or improvements and as to the contractor selected by Tenant to undertake same, which consent shall not be unreasonably withheld; provided, however, that in the event Landlord does consent to Tenant's making any alterations, additions or improvements, Landlord reserves the right, up to thirty (30) days prior to the end of the Term, to demand that Tenant remove said alterations, additions, or improvements or leave same. In the event that Landlord requires the removal of said alterations, additions, or improvements, then Tenant shall restore the Premises to their condition prior to the installation of said, alterations, additions or improvements. All erections, alterations, additions and improvements which are demised to Tenant and Tenant accepts permanent in character which may be made upon the same “as-is”Premises either by Landlord or Tenant, except that (a) iffurniture or movable fixtures, not later than sixty (60) days following machinery and equipment installed at the date expense of Tenant, shall be the property of the Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or sooner termination of this Lease, without compensation to Tenant, unless Landlord has required their removal as aforesaid. Tenant notifies Landlord that further agrees to keep the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (and all parts thereof, including, but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)limited to, the Landlord shallloading docks, with respect electrical wiring, plumbing and heating, ventilating and air conditioning equipment, platforms, windows, walkways, exits and entrances to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost a clean and expense prior to September 1sanitary condition and free from trash, 2013snow, ice, inflammable materials and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantobjectionable matter.

Condition of Premises. The Subject to Sections 9 and 10 hereof, Tenant acknowledges that it has inspected the Premises, that this Lease is for space previously occupied. Except as set forth in this Section and Sections 9 and 10 hereof, Landlord shall not be required to make any repairs or improvements to the Premises being leased hereunder except repairs, if any, to the roof and walls of the Premises to the extent necessary for repair of leaks and/or structural integrity and safety. Subject to this Section and Sections 9 and 10 hereof, all other repairs to the Premises (excluding repairs to the Common Area), to bring the Premises to the condition of the Premises at the commencement of this Lease, shall be the responsibility of Tenant. Subject to this Section and Sections 9 and 10 hereof, in the event repairs are demised made to Tenant the Common Area, the costs of such repairs shall be equally borne by Landlord and Tenant accepts Tenant; provided however, no repair to the same “as-is”Common Area shall be authorized without the Landlord and Tenant's mutual consent with shall not be unreasonably withheld. Such repairs and replacements shall be made promptly, except that (a) ifas and when necessary. Notwithstanding anything contained herein to the contrary, not later than upon the destruction of the Premises by fire or other cause, or such material injury thereto as to render said Premises or portion thereof untenantable for sixty (60) days, shall at the option of Tenant, exercised by notice to Landlord, within one hundred twenty (120) days following after the date of this Leasesuch damage, Tenant notifies Landlord that the Initial Premises destruction or unavailability, produce and work a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions termination of this Lease. Tenant’s taking possession Upon destruction of the Premises in whole or in part, by fire or any portion other cause, if Tenant shall not exercise its option to terminate this Lease within such one hundred twenty (120) days, all fire and hazard insurance proceeds set forth in Section 7 above shall be paid to Tenant as an additional insured, and Tenant to the extent of the amount of such insurance proceeds delivered to Tenant shall at its expense promptly restore the Premises to the condition they were in immediately prior to such damage; PROVIDED HOWEVER, that the insurance coverage maintained by Landlord provides all of the funds necessary to restore the Premises; AND FURTHER PROVIDED HOWEVER, in the event Tenant exercises its option to terminate this Lease within such one hundred twenty (120) days, all such insurance proceeds shall be paid to Landlord as an additional insured. Any excess insurance proceeds shall belong to Landlord. In the event there is insufficient insurance coverage and proceeds, as aforesaid, the obligation of the Tenant to restore the Premises shall be conclusive evidence that such portion of null and void and the Landlord must restore the Premises was in good order and satisfactory to its original condition when Tenant took possession, and except provided such insurance proceeds are made available to Landlord for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantsuch restoration.

Condition of Premises. The Tenant’s taking possession of the Premises are demised shall be deemed to be Tenant’s acceptance of the Premises in the order and condition as then exists, except for Landlord’s Work (as herein defined) and as otherwise specifically provided to the contrary in this Lease. Tenant acknowledges that Landlord, its agents, attorneys, representatives and employees have not and do not make any representations or warranties, express or implied, to Tenant and Tenant accepts regarding the same “as-is”, except that (a) if, not later than sixty (60) days following Premises or the date of Project. Except as expressly contained in this Lease, Tenant notifies no promise of Landlord that to alter, remodel, decorate, clean or improve the Initial Premises or a portion thereof (clearly designated in such notice has been made by Landlord to Landlord) are to be delivered in shell condition (but absent such notice Tenant. Landlord will not otherwise be obligated agrees to perform the Shell following work at the Premises (“Landlord’s Work”); (i) stripe the parking lot for 230 cars per the site plan dated June 3, time being 2011 and attached hereto as Exhibit B; (ii) add fire pump per Village of Wood Xxxx requirements and (ii) all HVAC, heating, plumbing, electrical and door/dock systems will be in proper working order as of the essence Commencement Date, provided, however, Landlord shall not be responsible, to put the HVAC units for the second floor office space in proper working order unless and until Tenant gives Landlord thirty (30) days prior written notice of such noticeits intention to occupy the second floor office space. In addition, Landlord shall replace the existing warehouse lighting fixtures with T-5 warehouse lighting fixtures on a one-for-one basis and the cost for said replacement fixtures and the work to replace said fixtures (“Lighting Work Costs”) shall be split equally between Landlord and Tenant, with Tenant paying their required share of the Lighting Work Costs within five (5) business days after written request from Landlord; provided, however, in no event shall Tenant’s share of the Lighting Work Costs exceed $35,000.00. In addition, in the event that Landlord receives any rebates in connection with the T-5 replacement lighting work cost described in this Section 6 (“Rebate”), the Landlord shallshall pay to Tenant, with respect to such designated portion(sfifty percent (50%) of any such Rebate received by Landlord within five (5) business days after receipt of said Rebate by Landlord. In the Premises, perform event that Tenant desires any additional lighting work done at the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all shall notify Landlord of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Worksame, time being and Landlord, upon receipt of the essence of such notice)necessary funds to pay for said additional lighting work, the Landlord shallshall perform said lighting work, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at LandlordTenant’s sole cost and expense prior to expense. Tenant may paint and carpet the date which is ninety offices at the Premises (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for “Tenant’s occupancy shall be performed Work”), at Tenant’s sole cost and expense, in accordance with the applicable provisions provided that Tenant receives Landlord’s prior written approval of this Lease. Tenant’s taking possession Work prior to commencing any of any portion of the Premises Tenant’s Work, which approval shall not be unreasonably withheld. Tenant shall be conclusive evidence that such portion responsible for all costs of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant’s Work.

Condition of Premises. The Tenant acknowledges that prior to the date of this Lease, the Existing Premises, the Basement Premises are demised and the Gallery Premises all have been under its control, subject to and in accordance with the terms and conditions of the Existing Leases (and with respect to the Subleased Premises, pursuant to the Existing Sublease). Tenant has had a full and Tenant accepts complete opportunity to review and inspect all aspects of all portions of the same “as-is”, except that Premises and agrees (a) ifto accept possession of the Premises in the condition existing on the Commencement Date, not later than sixty in “as is” and “where is” condition, (60b) days following that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Building except as expressly set forth herein, and (c) except for payment of Landlord’s Contribution, Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations, additions or improvements to the Building to prepare the Premises for Tenant’s use and occupancy. Promptly after the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole its own cost and expense, in accordance with and subject to the applicable terms and provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the PremisesLease, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior or cause to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, performed any and all other work necessary to prepare the space so added under Section 42.01 Premises for Tenant’s occupancy (the “Initial Installations”), shall be performed at equip the Premises with new trade fixtures and personal property necessary or proper for the conduct of Tenant’s sole cost and expense, in accordance with the applicable provisions of this Leasebusiness. Tenant’s taking possession of any portion of Tenant has accepted the Premises shall be conclusive evidence in its current condition, and confirms that such portion of the Premises was and the Buildings are in a good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused as required by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Premises are demised to Tenant Landlord and Tenant accepts the same “as-is”, except acknowledge that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to has been occupying the Premises pursuant to Section 42.01the Lease, if and Tenant elects continues to accept the Premises in its presently existing, "as provided therein, that some or all of the space so added is" condition. Landlord shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform provide or pay for any improvement work or services related to the Shell Work, time being improvement of the essence of such notice)Premises except as expressly set forth in Section 2.2, below. Landlord and Tenant hereby acknowledge that Tenant shall have the Landlord shallright to use the atrium area on the ninth (9th) floor, with respect adjacent to such designated portion(s) of the Premises, perform as set forth on Exhibit A of the Shell Work described Office Lease during daylight hours; provided, however, Tenant agrees that so long Tenant has the use of the atrium area, Tenant shall maintain the atrium area clean and free of litter and/or debris and shall use and maintain the area in Exhibit B-1 at a safe manner to avoid the creation of any dangerous conditions. No planters or equipment of the Landlord may be moved or removed without the Landlord’s sole cost and expense 's prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the written consent. In addition, Tenant election acknowledges that it has been informed that the same be delivered walking area and the stepping stones located in shell the atrium area have an uneven surface and present a potentially dangerous condition, and is to be used by Tenant, its respective officers, agents, servants, employees, independent contractors and/or invitees (collectively, "Tenant Parties"), at their own risk. Tenant hereby assumes all other work necessary risk of damage to prepare property or injury to persons in, upon or about the space so added under Section 42.01 for Tenant’s occupancy atrium area from any cause whatsoever and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees and independent contractors (collectively, "Landlord Parties") shall not be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possessionliable for, and except for latent defects not readily apparent are hereby released from a careful inspection of any responsibility for, any damage either to person or property or resulting from the Premises without cutting into or otherwise disturbing wallsuse thereof, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused is sustained by Tenant or its agentsany person claiming through Tenant. Furthermore, independent contractors or suppliers (subject Tenant acknowledges that the air space above the atrium area will carry noise to the provisions of Section 3.01 of this Lease)tenth (10th) floor area, and Tenant agrees not to allow loud sounds or noise in the atrium area which would unreasonably interfere with other tenants' quiet enjoyment. No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be Nothing contained in this Lease Section 2.1 shall be deemed to be a waiver of any of Tenant's rights or remedies as specifically set forth in any written amendment hereto signed by Landlord and Tenantthe Lease, as hereby amended.

Condition of Premises. The Landlord shall deliver each Phase of the Premises are demised to Tenant in broom-clean condition and free of debris and all personal property and equipment of the Existing Tenant. Landlord shall deliver all of the Premises to Tenant accepts with the same existing Building-standard plumbing, lighting, and HVAC systems (collectively, the “as-isOperating Systems”) in good operating order and in good condition. If any of such Operating Systems or elements should malfunction or fail within the warranty period below, except that (a) if, not later than sixty (60) days following the date as Tenant’s sole remedy for Landlord’s breach of this Leasewarranty, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, as Landlord’s sole obligation, promptly after receipt of written notice from Tenant setting forth with respect to specificity the nature and extent of such designated portion(s) of the Premisesnon-compliance, perform the Shell Work described in Exhibit B-1 malfunction or failure, repair same at Landlord’s sole cost and expense prior to September 1expense; provided, 2013however, and all other work necessary to prepare Landlord shall have no liability hereunder for repairs or replacements necessitated by the Initial Premises for acts or omissions of Tenant and/or any of Tenant’s occupancy Parties. The warranty period shall be performed one hundred eighty (180) days after delivery of the Premises to Tenant, under Section 4.4 below. If Tenant does not give Landlord the required notice within said warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Tenant at Tenant’s sole cost and expense, provided that this provision shall not cover latent defects. Tenant acknowledges that, except as otherwise expressly set forth in accordance this Lease and the Work Letter, if any, (i) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the applicable provisions Premises, the Building or the Property or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business, and Tenant shall accept the Premises in its then as-is condition on delivery by Landlord, except as expressly provided to the contrary in this Lease, and (ii) the acceptance of possession of the Premises by Tenant shall establish, except as expressly provided to the contrary in this Lease, that the Premises, the Building and the Property were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, pursuant to the Work Letter completed and without any obligation on Landlord’s part to make any further alterations, upgrades or improvements thereto, subject only to completion of minor punch-list items identified by the parties to be corrected by Landlord, if any, as provided in the Work Letter. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Lease and (b) as to space added to neither, the Premises pursuant nor the Building have undergone inspection by a Certified Access Specialist. Pursuant to Section 42.01, if Tenant elects as provided therein, that some or all 1938 of the space so added shall be delivered in shell condition (but absent such notice California Civil Code, Landlord will not otherwise be obligated to perform the Shell Work, time being hereby advises Tenant that as of the essence date of such notice), the Landlord shall, with respect to such designated portion(s) of this Lease neither the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve Building nor the Property and no representation have undergone inspection by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenanta Certified Access Specialist.

Condition of Premises. The Tenant acknowledges that, except as expressly provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Buildings or the Project, or with respect to the suitability of the Premises, the Buildings or the Project for the conduct of Tenant’s business; provided however, that all of the Premises are demised shall be provided to Tenant broom clean and free of all tenancies and personal property (other than personal property placed on the Premises by Tenant accepts or at the same “as-is”, except direction of Tenant). Tenant acknowledges that (a) ifit is fully familiar with the condition of the Premises and, not later than sixty (60) days following the date of except as expressly provided in this Lease, Tenant notifies Landlord that agrees to take the Initial Premises or a portion thereof same in its condition “as is” as of the Phase 1 Commencement Date (clearly designated in such notice subject to Landlord) are ’s obligation to be delivered complete punch-list items and correct any defects in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such noticeTenant Improvements), the Landlord shallPhase 2 Commencement Date and the Phase 3 Commencement Date, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013respectively, and all other work necessary (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as or to space added pay for or construct any improvements to the Premises pursuant to Section 42.01Premises, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, except with respect to such designated portion(s) the Tenant Improvements, Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the PremisesLease, perform the Shell Work described in Exhibit B-1 at Additional TI Allowance and Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered maintenance obligations under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease18.1. Tenant’s taking of possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was shall, except as otherwise agreed to in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed writing by Landlord and Tenant, conclusively establish that the Premises, the Buildings and the Project were at such time in good, sanitary and satisfactory condition and repair.

Condition of Premises. The Premises are demised Tenant acknowledges that: (i) it has been advised by Landlord, Landlord’s broker and Tenant’s broker, to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, satisfy itself with respect to such designated portion(s) the condition of the PremisesPremises (including, perform without limitation, the Shell Work described in Exhibit B-1 at LandlordBuilding’s sole cost and expense prior to September 1, 2013systems located therein, and all other work necessary to prepare the Initial security and environmental aspects thereof) and the present and future suitability of the Premises for Tenant’s intended use; (ii) Tenant has made such inspection and investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to Tenant’s occupancy of the Premises; and (iii) neither Landlord nor any of Landlord’s agents has made any oral or written representations or warranties with respect to the condition, suitability or fitness of the Premises other than as may be specifically set forth in this Lease. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in its then “AS IS” condition, subject to (i) completion by Landlord of the Tenant Improvements pursuant to Exhibit B attached hereto and performance of any punchlist items that remain to be performed at Tenant’s sole cost and expenseby Landlord in conjunction with such Tenant Improvements, in accordance with the applicable provisions of this Lease (ii) latent defects, and (biii) all applicable laws. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit D attached hereto provided by Landlord, as modified by Tenant to space added account for any inaccurate statements set forth in such letter, confirming the following: (1) the Commencement Date (as defined in the Summary) and the expiration date of the initial Lease Term (as defined in the Summary); (2) that Tenant has accepted the Premises, subject to latent defects; and (3) that Landlord has performed all of its obligations with respect to the Premises pursuant to Section 42.01(except for punchlist items specified in such letter); however, if Tenant elects as provided therein, that some or all the failure of the space so added parties to execute such letter shall be delivered in shell condition (but absent such notice Landlord will not defer the Commencement Date or otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of invalidate this Lease. Tenant’s taking possession failure to execute such document within ten (10) business days of any portion of the Premises receipt thereof from Landlord shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject deemed Tenant’s agreement to the provisions contents of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenantsuch document.

Condition of Premises. The Landlord shall deliver the Premises are demised to Tenant and Tenant accepts the same “--------------------- in its existing "as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell " condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of this Section 3.01 2.3. At the time of this Leasesuch delivery, the Premises shall consist of the following items (sometimes collectively referred to herein as the "Base Building"): (i) the base, shell and core of the Building; (ii) all base building systems, including without limitation heating, ventilation and air conditioning ("HVAC"), mechanical (including without limitation elevators), electrical, plumbing and telephone (collectively, the "Building Systems"); (iii) the curtain wall; (iv) the structural components of the Building; and the exterior roof of the Building. Notwithstanding the "as-is" nature of Landlord's delivery of the Base Building, Landlord agrees that it shall promptly improve the Base Building, at Landlord's expense, as necessary to remedy any defects which are disclosed to Landlord by Tenant in a written notice delivered not later than thirty (30) days after the earlier of (a) the date on which Tenant discovers the defect, or (b) Landlord's delivery to Tenant of the portion of the Premises in which the defect is located. Further notwithstanding the "as-is" nature of Landlord's delivery of the Base Building, Landlord agrees to make any improvements to the Base Building as and when required by the Construction Agreement attached hereto as Exhibit "D". Moreover, Landlord covenants that upon Landlord's delivery to Tenant of the Base Building, each component thereof identified above shall be in good working order and shall comply with all applicable laws, and Landlord shall at its expense make any improvements necessary to cause said covenant to be true (regardless of the date on which Tenant notifies Landlord of the need for such improvement). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition Tenant acknowledges that portions of the Property has Premises are now or have previously been made occupied by other tenants, and that upon delivery to Tenant the Premises may, in Landlord's discretion, include some or relied upon by Tenant other than as may be contained all tenant improvements previously installed in this Lease or in any written amendment hereto signed by Landlord and Tenantconnection with such occupancy.

Condition of Premises. The a. Tenant is currently in possession of the Original Premises are demised and acknowledges that Landlord shall not be obligated to refurbish or improve the Original Premises or to otherwise fund improvements for the Original Premises in any manner whatsoever in conjunction with the Extended Term, and except as otherwise provided herein with respect to the Suite B Allowance (as defined below), Tenant hereby accepts the Original Premises in its “AS-IS” condition. Except as otherwise provided herein with respect to the Expansion Space Allowance (as defined below), and provided Landlord delivers the Expansion Space to Tenant on the Turnover Date as provided in Exhibit B with the building shell heating, ventilation and air-conditioning systems and all other Building Systems in good operating order and condition, Tenant accepts hereby agrees that Tenant shall accept the same Expansion Space in its then “AS-IS” condition on delivery by Landlord, without any representation or warranty as to their condition or the suitability thereof for the conduct of Tenant’s business, and the acceptance of possession of the Expansion Space by Tenant shall establish that the Expansion Space is at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord completed. Without limiting the foregoing, Tenant agrees that Tenant shall be responsible for removal and lawful disposition of any and all furniture, fixtures and personal property currently present in the Expansion Space unless Tenant desires to retain any of such property for its own use on an “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises “where is” basis without any representation or a portion thereof (clearly designated in such notice to warranty from Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises . In consideration for Tenant’s occupancy right to use and/or dispose of such property, Tenant shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions pay to Landlord upon execution of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice)Amendment, the Landlord shall, with respect to such designated portion(s) sum of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety Three Thousand Five Hundred Dollars (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease$3,500.00). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant.

Condition of Premises. The Tenant hereby agrees that except as provided in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof and the Landlord’s Work to be constructed by Landlord pursuant to the second paragraph of this Article 8, the Premises are demised to Tenant and Tenant accepts the same shall be taken “as-as is”, except “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that (a) ifit has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, not later than sixty (60) days following and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof and in accordance with the second paragraph of this Article 8. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Improvements (as defined in the Tenant notifies Landlord Work Letter) may be collectively referred to herein as the “Tenant Improvements.” The taking of possession of the Premises by Tenant shall conclusively establish that the Initial Premises or a portion thereof (clearly designated and the Project were at such time in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the essence Civil Code of such notice), California or any successor provision of law. Any dispute concerning the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell delivery condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence decided by binding arbitration as set forth in Article 35. Notwithstanding the foregoing, prior to the Commencement Date, Landlord shall at Landlord’s sole expense, on a one-time basis only, using building standard materials, guidelines, specifications and procedures, (i) upgrade the restrooms on the sixth and seventh floors of the Project, and (ii) upgrade the lobby on the sixth floor of the Project (collectively, the “Landlord Work”). Tenant shall not (and Tenant shall ensure that such portion its agents, employees and contractors do not) interfere with the performance of the Landlord Work and shall cooperate with Landlord in connection with the performance of the Landlord Work, including, without limitation, by moving any equipment and other property which Landlord or its contractor may request be moved. Landlord shall be permitted to perform the Landlord Work during Tenant’s occupancy of the Premises, during normal business hours (or any other hours), without any obligation to pay overtime or other premiums. Tenant hereby agrees that the performance of the Landlord Work shall in no way constitute a constructive eviction of Tenant, entitle Tenant to any abatement of rent payable pursuant to the Lease. Landlord shall have no responsibility for, or for any reason be liable to, Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the performance of the Landlord Work, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent or of Tenant’s personal property or improvements resulting from a careful inspection the performance of the Premises without cutting into Landlord Work or otherwise disturbing walls, floors Landlord’s or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant ’s contractor’s or its agents, independent contractors or suppliers (subject to agent’s actions in connection with the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition performance of the Property has been made to Tenant Landlord Work, or relied upon for any inconvenience or annoyance occasioned by Tenant other than as may be contained the performance of the Landlord Work or Landlord’s or Landlord’s contractor’s or agent’s actions in this Lease or in any written amendment hereto signed by connection with the performance of the Landlord and TenantWork.

Condition of Premises. The Prior to the commencement of the Term, Landlord shall substantially complete the Landlord’s Work, if any, as described on Exhibit C attached hereto. Landlord’s Work shall be conclusively presumed to be substantially complete on the date when Landlord is ready and able to deliver possession of the Premises are demised to Tenant in such condition that Tenant may occupy the same to complete the Tenant Finishing Work, subject to minor incomplete items which would not have a material adverse effect on Tenant’s completion of the Tenant Finishing Work, and “punch list items” relating to finishing the Landlord’s Work, adjustments and other matters remaining to be completed. All such work shall be done in a good and workmanlike manner in compliance with all building codes and regulations applicable to the Building. Tenant’s taking possession of the Premises shall be evidence that Tenant accepts the same Premises and that the Premises are in satisfactory condition except for minor items which do not have a material adverse effect on Tenant’s occupancy and “as-is”punch list items” relating to finishing, except that adjustments and other matters remaining to be completed of which Tenant gives written notice to Landlord within thirty (a) if, not later than sixty (6030) days following after the date of this LeaseCommencement Date which shall be corrected or repaired by Landlord. Tenant, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s its sole cost and expense prior to September 1expense, 2013, shall perform the Tenant Finishing Work and all other alterations, improvements and other work necessary to prepare the Initial Premises for Tenant’s occupancy use. All such work shall be performed at Tenant’s sole cost and expense, done in accordance with the applicable provisions of this Lease Exhibit C and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers (subject to the provisions of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant14 below.

Condition of Premises. The Premises are demised Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant and Tenant accepts the same “as-is”, except acknowledges that (a) if, not later than sixty (60) days following it is fully familiar with the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), Premises and agrees to take the Landlord shall, with respect to such designated portion(s) same in its condition “as is” as of the PremisesTerm Commencement Date and (b) Landlord shall have no obligation to alter, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to repair or otherwise prepare the Initial Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises. Notwithstanding the foregoing, Landlord shall be performed at deliver the Premises to Tenant with the following work completed: (w) removal of the equipment listed on Exhibit D-1 attached hereto, (x) demising of domestic water and gas serving the Premises from the remainder of the Building and install meters or submeters (or other means) to monitor Tenant’s sole cost usage of such utilities and expenseof electricity, (y) removal of interior offices in the Office Premises in accordance with the applicable provisions of this Lease space plan to be agreed upon by Landlord and Tenant and (bz) as to space added to replacement of ceiling tiles, light fixtures and carpet in the Office Premises (collectively, “Landlord’s Work”). In addition, Landlord shall deliver the Premises pursuant to Section 42.01with the “Building Systems” (i.e., if Tenant elects as provided thereinHVAC, that some or all of the space so added shall be delivered plumbing, mechanical, electrical and life safety) in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost good working order and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary shall warrant for a period of twelve (12) months following the Term Commencement Date such Building Systems. Costs incurred by Landlord pursuant to prepare this Article 5 shall not be charged as Operating Expenses. Landlord acknowledges that during the space so added under Section 42.01 for period Landlord is performing Landlord’s Work, Tenant’s occupancy construction of the Tenant Improvements may continue. Landlord and Tenant shall be performed at Tenant’s sole cost and expense, in accordance adopt schedules that conform with the applicable provisions of other’s, and shall conduct (and cause their contractors and subcontractors to conduct) their respective work in such a manner as to maintain harmonious labor relations and as not to interfere with or delay the other’s work. If Landlord’s Work is not substantially complete on or before the Term Commencement Date, this LeaseLease shall not be void or voidable, nor shall Landlord be liable to Tenant for any resulting loss or damage. TenantNotwithstanding the foregoing, Tenant shall not be liable for Base Rent or Operating Expenses and the Term Commencement Date shall not occur until Landlord’s taking possession Work is substantially complete, except to the extent that Landlord’s failure to complete Landlord’s Work results from accident; breakage; repair; strike, lockout or other labor disturbance or labor dispute of any portion character; act of terrorism; shortage of materials, which shortage is not unique to Landlord or Tenant, as the Premises shall be conclusive evidence that case may be; governmental regulation, moratorium or other governmental action, inaction or delay; or Landlord’s inability, despite the exercise of reasonable diligence or by any other cause, including Landlord’s negligence, to furnish any such portion utility or service; an act or failure to act of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent employees or contractors or suppliers (subject to that interferes with the provisions progress of Section 3.01 of this Lease). No promise of Landlord to alter, remodel or improve the Property and no representation by Landlord or its agents respecting the condition of the Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and TenantLandlord’s Work.