Common use of Condition of Premises Clause in Contracts

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord shall deliver Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and Landlord’s Work shall be good has had adequate opportunity to investigate and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from inspect the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure condition of the Building shall be Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in good working order their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or good repair, as representatives of Lessor the case may be, at the time Tenant occupies environmental condition of the Premises. The Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises shall are or may be initially improved subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as provided into the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the date hereof, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject tothereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, the Tenant Work Letter attached hereto as Exhibit “B” equipment, machinery and made a part hereof. The existing leasehold improvements all other personal property, excepting any computers, that are located on or in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 hereof shall remain on the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, as and mechanical systems, wherever located in when Lessee evacuates the Premises on the Termination Date or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsextension thereof.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs 11.1 Subject to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts substantial completion of the Building pipes, ducts, conduits, wires, appurtenant fixtures, LANDLORD's Work and mechanical systems, wherever located in the Premises or the BuildingTENANT's Work, (ii) to alterthe correction of punch list items described in Section 2.1, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) latent defects and necessary corrections and adjustments to seasonal items such as heating and air conditioning of which TENANT provides timely notice to LANDLORD within one year following the Commencement Date, by taking possession of the Leased Premises, TENANT shall be deemed to accept the same and acknowledge that they comply fully with LANDLORD's covenants and obligations hereunder. TENANT acknowledges that neither LANDLORD nor any officer, director, trustee, employee, servant, agent, contractor or representative of LANDLORD has made any representation or warranty with respect to the Property or the Leased Premises or with respect to the suitability or fitness of the Property or the Leased Premises for the conduct of TENANT's business or any other purpose. LANDLORD shall use good faith efforts to correct or complete any punch list items as soon as reasonably possible, and, provided notice is given to LANDLORD in accordance with the provisions of this Section 11.1, to correct any latent defects and make any necessary corrections and adjustments to seasonal items such as heating and air conditioning that are not readily discoverable by TENANT on or about the date of Substantial Completion within a reasonable time after receipt of notice of the need therefor from TENANT. 11.2 During the term of this Lease and any further period during which TENANT shall hold the Leased Premises, or any part thereof, as a tenant-at-will or tenant-at-sufferance, TENANT at its sole cost and expense shall maintain the Leased Premises in as good condition and repair as when TENANT took possession, reasonable wear and tear and damage by casualty or condemnation only excepted, and shall repair all damage or injury to the Leased Premises or to windows, glass, fixtures, equipment, machinery, apparatus, systems, wires, pipes, facilities and related accessories and appurtenances of the Leased Premises caused by TENANT's installation or removal of its property or resulting from the conduct of TENANT and TENANT's Representatives. 11.3 LANDLORD shall be responsible for constructing LANDLORD's Work and TENANT's Work in compliance with all Laws, including Title III of the Americans with Disabilities Act (the "ADA"), provided that TENANT, not LANDLORD, shall be responsible for the correction of any violations that arise out of a failure by TENANT's architect to prepare TENANT's Plans in compliance with all Laws, including the ADA. LANDLORD shall be responsible for compliance of the Building and Leased Premises with all Laws, except as provided in Sections 12.4 and 26 below, unless a lack of compliance is due to the failure of TENANT's Plans 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsapplicable laws.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure Completion of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may by Tenant shall be collectively referred governed by the terms and conditions of the Work Letter which is attached hereto as Exhibit “B”. Tenant’s obligation to herein as construct the “Tenant Improvements.” Landlord reserves the right from time to time, 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 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 shall accept, the Premises and/or other parts in their “as-is, where-is condition, 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 Building pipesSystems (excluding any portion of such Building Systems damaged or altered by Tenant as part of, ductsor during installation of, conduitsthe Tenant Improvements) serving the applicable Building are not in good working condition, wiresthen Landlord shall perform the necessary maintenance, appurtenant fixturesrepair 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 (as opposed to routine maintenance) of such Building Systems that are deemed necessary by Landlord will not be included in Expenses; provided, however, that the foregoing warranty and mechanical systems, wherever located undertaking by Landlord shall not apply to the extent of any damage caused by Tenant’s construction of the Tenant Improvements or by other acts or omissions of Tenant or Tenant’s agents that affect the condition of the roof or Building Systems. Other than the express warranty in the Premises preceding sentence, Landlord has not made and will not make any representation or warranty, express or implied, with respect to the Buildingcondition of the Premises, (ii) Buildings, Common Area or Building Systems, or with respect to alterthe suitability, close fitness or relocate any facility in the Premises or the Common Areas or otherwise conduct capacity of any of the above activities foregoing for the conduct of Tenant’s Permitted Use or for any other purpose. Subject to the foregoing, by accepting delivery of the Premises, Tenant shall be deemed to have accepted the same as suitable for the purpose herein intended, and to have acknowledged that the condition of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenantcomplies with Landlord’s consent except in the case obligations for delivery of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained as provided in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsParagraph 3(b).

Condition of Premises. Landlord shall deliver The Tenant’s taking possession of the Premises and Landlord’s Work or any portion thereof shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from conclusive evidence that the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be Premises or any such portion was in good working order and/or good repairand satisfactory condition when the Tenant took possession. At the expiration or other termination of this Lease or of Tenant’s right of possession, as the case may be, at the time Tenant occupies shall leave the Premises. The Premises shall be initially improved as provided in, and subject toduring the Term will keep the same, in good order and condition, ordinary wear and tear, damage by fire or other casualty (which fire or other casualty has not occurred through the negligence of Tenant Work Letter attached hereto as Exhibit “B” or those claiming under Tenant or their employees or invitees respectively) alone excepted; and made a part hereof. The existing leasehold improvements in for that purpose, during the Premises as of the date term of this Lease, together with Tenant shall make all necessary repairs and replacements. Tenant shall give Landlord prompt notice of any damage to or accident upon the Tenant Improvements (as defined Premises and of any breakage or defects in the window glass, wires or plumbing, heating, ventilating or cooling, life safety or electrical apparatus or systems on or serving the Premises. Tenant Work Letter) 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 so that the Premises is in broom clean condition and Landlord may be collectively referred again have and repossess the Premises free and clear of any interest of Tenant, any subtenant or any other party. Tenant shall comply with all laws, rules, orders, ordinances and regulations at any time issued or in force by any lawful authority, applicable to herein as Tenant or any other occupant of the “Premises, or to the Premises, or to the use or occupancy of the Premises. Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, shall repair, replace and relocate for service at or before expiration or termination of this Lease or of Tenant’s right of possession, all damage done to the Premises and/or or any other parts part of the Building pipesby installation or removal of furniture and property by Tenant or any subtenant or any agent, ductsemployee or invitee of Tenant or any subtenant. Tenant shall, conduitsupon demand, wires, appurtenant fixtures, and mechanical systems, wherever located in pay to Landlord the Premises amount of any damages suffered or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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. incurred by Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same any injury to any part of the Property other than the Premises, done by Tenant or otherwise make claim against Landlord for interruption any subtenant or interference any agent, employee or invitee of Tenant or any subtenant. Tenant shall not do or commit, or suffer or permit to be done or committed, any act or thing as a result of which any policy of insurance of any kind on or in connection with Tenant’s business and/or operations. No incursion into the Property shall become void or through suspended, or any insurance risk on or in connection with the Premises Building or any other portion of the Property shall be made without Tenant’s consent except (in the case opinion of an emergency. Notwithstanding the foregoinginsurer or any insurance organization) be rendered more hazardous; without limitation of all other rights and remedies of Landlord, in Tenant shall pay as additional rent the event Landlord requires entry into the Premises amount of any increase of premiums for the purpose such insurance, resulting from any breach of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsprovision.

Condition of Premises. Landlord Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises, and the building of which the Premises are a part, to Landlord, Upon Tenant’s vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord’s Work consent) that Landlord may require Tenant to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s expense. Such repairs shall be good performed in a manner satisfactory to Landlord and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includinginclude, but are not limited to, HVACthe following: capping all plumbing, mechanical capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and electrical, elevators and the structure thorough cleaning of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises If Tenant fails to remove any items that Tenant has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord’s option, become the property of Landlord and Landlord shall be initially improved as provided in, have the right to remove and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as retain or dispose of the date of this Leasesame in any manner, together with the without any obligation to account to Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectproceeds thereof. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim waives all claims against Landlord for interruption any damages to Tenant resulting from Landlord’s retention or interference with Tenant’s business and/or operationsdisposition of such Alterations or personal property. No incursion into or through the Premises Tenant shall be made without Tenantliable to Landlord for Landlord’s consent except in the case costs of an emergency. Notwithstanding the foregoingremoving, in the event Landlord requires entry into the Premises for the purpose storing and disposing of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsitems.

Condition of Premises. (a) Landlord shall will deliver possession of the Premises and Landlord’s Work shall to Tenant in its current “as-is” condition. If, for any reason not caused by Tenant, Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date, this Lease will not be good and workmanlike using first class materials. Landlord’s Work is hereby warranted void or voidable, nor will Landlord be liable to Tenant for one year any loss or damage resulting from such delay, but in such event, the Rent Commencement Date and no costs Tenant’s obligation to effect pay rent will not commence until Landlord delivers possession to Tenant. If the same shall be included delay in Operating Expenses. All Building systems includingpossession is caused by Tenant, but not limited to, HVAC, mechanical then the Term and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises Tenant’s obligation to pay rent will commence as of the date of this Lease, together with the Commencement Date even though Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 does not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencyyet have possession. Notwithstanding the foregoing, in the event Landlord requires entry into will not be obligated to deliver possession of the Premises to Tenant (but Tenant will be liable for rent if Landlord can otherwise deliver the Premises to Tenant) until Landlord has received from Tenant all of the following: (i) a copy of this Lease fully executed by Tenant and the guaranty of Tenant’s obligations under this Lease, if any, executed by the Guarantor(s); (ii) the Security Deposit and the first installment of Monthly Base Rent; and (iii) copies of policies of insurance or certificates thereof as required in this Lease. (b) Except as otherwise provided in this Lease, Tenant hereby accepts the Premises and the Office Building Project in their condition existing as of the Lease Commencement Date or the date that Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, possession and to have acknowledged that all work to be completed by Landlord has been completed and there are no additional items needing work or repair by Landlord. Tenant further acknowledges that neither Landlord nor Landlord’s agent or agents has made any representation or warranty as to present or future suitability of the Premises, Common Areas, or Office Building Project for the purpose conduct of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsTenant’s business.

Condition of Premises. Landlord shall deliver the Expansion Premises 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 Landlord’s Work shall be good cause the plumbing, electrical systems, fire sprinkler system, lighting, and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from all other building systems serving the Rent Commencement Date and no costs Expansion Premises to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repairoperating condition and repair on or before the Expansion Commencement Date. Further, Landlord at its sole cost (and at no cost to Tenant through Operating Expenses or otherwise) shall be responsible to cause the 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 case may bePremises in their existing, at "as-is" condition on the time date of delivery thereof to Tenant. Except for the payment of the Tenant occupies Improvement Allowance as provided in Section 2, below, Landlord shall have no obligation to make or pay for any improvements to the Premises. The Premises shall be initially improved Further, any hazardous materials (as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The defined by applicable laws) existing leasehold improvements in the Expansion Premises as of the date of this Leasedelivery of the Expansion Premises to Tenant, together with if any, shall be removed or remediated by Landlord as required by applicable laws, at Landlord's sole cost and expense (i.e., the cost of the Tenant Improvements (as defined in shall not include such costs, and the Tenant Work Letter) may Improvement Allowance shall not be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timeused for such costs), 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 except to the Premises and/or other parts of extent (if any) that such hazardous materials were brought onto or released onto the Building pipesExpansion Premises, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or Center through the Premises shall be made without Tenant’s consent except in the case acts or omissions of an emergency. Notwithstanding the foregoingTenant or its employees, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsagents or contractors.

Condition of Premises. Landlord Tenant hereby agrees that except as provided in the Tenant Work Letter attached hereto as Exhibit "D" and made a part hereof, the Premises shall deliver be taken "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 Landlord’s Work shall be good the suitability of same for Tenant's purposes, and workmanlike using first class materials. Landlord’s Work is Tenant does hereby warranted for one year from the Rent Commencement Date waive and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited disclaim any objection to, HVACcause of action based upon, mechanical 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 electrical, elevators Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the structure of Project in its decision to enter into this Lease and let the Building shall be Premises in good working 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 and/or good repairto obtain, as the case may be, at the time Tenant occupies the Premisesa 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 “B” "D" and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “"Tenant Improvements.” Landlord reserves the right from time to time, 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 taking of possession of the Premises and/or other parts by Tenant shall conclusively establish that the 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 Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises Civil Code of California or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any successor provision of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Tenant has had an opportunity to inspect the condition of the Premises and agrees to accept each applicable portion of the Premises “as is” in its condition existing as of the date of this Lease, without any obligation on the part of Landlord to improve, alter, repair or clean the Premises in any way for Tenant’s occupancy hereunder, except as otherwise expressly provided herein. Notwithstanding the foregoing: (a) As noted above, Tenant has been occupying the Existing Premises as a subtenant and will simply continue such occupancy, as a direct tenant under this Lease, effective as of the Existing Premises Commencement Date. Accordingly, this Lease has no specific delivery requirements with respect to the physical condition of the Existing Premises; obligations of the applicable parties with respect to the physical condition of the Existing Premises (including, but not limited to, repair and maintenance obligations) shall be governed by the Aerogen Lease (and, as between Aerogen and Tenant, by the Aerogen Sublease) for the period prior to the Existing Premises Commencement Date, and by this Lease for the period commencing on the Existing Premises Commencement Date. (b) Landlord shall deliver the Expansion Premises, 2025 Expansion Premises (if applicable) and First Refusal Premises (if applicable), together with all related Building systems and existing improvements, in “as is” condition, except that Landlord shall, at Landlord’s Work sole expense, perform all work necessary to cause the following (collectively, “Landlord’s Work”) to be true prior to or as soon as practicable after the applicable Commencement Date with respect to the applicable portion of the Premises: (i) the applicable portion of the Premises shall be good delivered in broom-clean condition, and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All (ii) all existing Building systems (including, but not limited to, HVAC, mechanical and mechanical, electrical, elevators plumbing and life safety systems) and utilities serving the structure applicable portion of the Building Premises shall be in good working order and/or condition and operable in their current locations, prior to modifications (or damage, if any) as a result of Tenant’s improvements or use. To the extent it is not reasonably practicable for Landlord’s Work to be completed by the applicable Commencement Date with respect to any portion of the Premises, Landlord shall thereafter proceed diligently and with reasonable efforts to complete Landlord’s Work as promptly as practicable thereafter, and Landlord and Tenant shall cooperate reasonably and in good repair, as faith with one another (and cause their respective consultants and contractors to cooperate reasonably and in good faith with one another) in endeavoring to minimize any interference or delay by either party with respect to the case may be, at other party’s work during the time Tenant occupies concurrent performance of their respective work in the applicable portion of the Premises. The Following Landlord’s written notice to Tenant that Landlord has completed Landlord’s Work in any applicable portion of the Premises and is delivering such portion of the Premises and the related existing Building systems and improvements in the condition required above in this paragraph (“Landlord’s Completion Notice”), the respective obligations of the parties with respect to the maintenance, repair and/or replacement of all such systems and improvements shall be determined in accordance with the provisions of Article 8 hereof and any other applicable provisions of this Lease. If Landlord’s obligations with respect to Landlord’s Work under this paragraph in any applicable portion of the Premises are violated in any respect, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation, except that Tenant shall be responsible for any such corrective work to the extent the conditions) constituting the violation are attributable to modifications (or damage, if any) in the course of Tenant’s improvements to or use of the applicable portion of the Premises; provided, however, that Tenant’s failure to give such written notice to Landlord regarding any alleged violation within sixty (60) days after the later of (x) the Commencement Date with respect to such portion of the Premises or (y) the delivery of Landlord’s Completion Notice with respect to such portion of the Premises shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under this paragraph with respect to such portion of the Premises. TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3. (c) Tenant’s construction of any alterations or improvements that Tenant may elect to construct in connection with Tenant’s initial occupancy and use of the respective portions of the Premises shall be initially improved as provided in, and subject to, governed by the Tenant Work Letter Workletter attached hereto as Exhibit “B” B and made a part hereof. The existing leasehold improvements in the Premises as of the date of incorporated herein by this Lease, together with the Tenant Improvements reference (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves Workletter”), the right from time to time, 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 Premises and/or other parts provisions of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained which Workletter are incorporated in this Lease as if fully set forth herein, and such entry is deniedalterations and improvements shall be constructed in compliance with all of the provisions thereof (including, Landlord shall not be deemed in default hereunder for failing without limitation, all conditions relating to perform such obligationsLandlord’s approval of contractors, subcontractors, and plans and specifications), as well as the provisions of this Section 2.3.

Condition of Premises. Landlord shall deliver Tenant has accepted possession of the Premises and in an “AS-IS” condition without any representation or warranty of Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from By the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date execution of this Lease, together Tenant acknowledges that it has completed any and all due diligence that it deems necessary in order to enter into this Lease. Tenant acknowledges that it has had the advice of such independent professional consultants and experts as it deems necessary in connection with its investigation and study of the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timePremises, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to installand has, use, maintain, repair, replace and relocate for service to the Premises and/or other parts extent it deemed necessary, independently investigated the condition of the Building pipesPremises, ductsincluding the soils, conduits, wires, appurtenant fixtureshydrology and seismology thereof, and mechanical systems, wherever located in the Premises or Laws relating to the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any construction and operation of the above activities for Improvements, including environmental, zoning and other land use entitlement requirements and procedures, height restrictions, floor area coverage limitations and similar matters, and has not relied upon any statement, representation or warranty of Landlord of any kind or nature in connection with its decision to execute and deliver the purpose Lease and its agreement to perform the obligations of complying with legal requirements 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 Tenant hereunder except as expressly set forth in effectthis Lease. Landlord shall use reasonable efforts makes no warranty as to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result suitability of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for Tenant’s proposed development, construction or use, as permitted by this Lease. Landlord makes no covenants or warranties respecting the purpose condition of performing the soil, subsoil or any other condition of its obligations contained in this Lease the Premises. Tenant acknowledges that the soil on the Premises may or may not be suitable for the purposes intended by Tenant or be of such character and such entry is denied, condition so as to require special engineering for construction of the Improvements. Landlord shall not be deemed in default hereunder responsible for failing any land subsidence, slippage, soil instability or damage resulting therefrom. Landlord shall not be required or obligated to perform such obligations.make any changes, alterations, additions, improvements or repairs in, on, under or about the Premises. In addition, Landlord has made no representation or warranty that it will develop any of its other property, whether or not adjoining the Premises, for any specific use. With respect to the foregoing, and by initialing below, Tenant expressly waives the provisions of California Civil Code Section 1542, which provides:

Condition of Premises. Landlord Except for latent defects not discoverable within ninety (90) days of the original execution date of the Lease, Tenant’s taking possession shall deliver be conclusive evidence as against Tenant that the Premises were in good order and Landlord’s Work shall be good satisfactory condition when Tenant took possession. Landlord represents that the Building complies with all municipal ordinances and workmanlike using first class materialscodes and satisfies the requisites of the Americans with Disabilities Act (ADA). Landlord’s Work is hereby warranted Except for one year from the Rent Commencement Date and foregoing, no costs promise of Landlord to effect alter, remodel or improve the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure Premises of the Building shall be in good working order and/or good repair, as and no representation respecting the case may be, at condition of the time Premises or the Building have been made by or on behalf of Landlord to Tenant occupies except to the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and extent expressly set forth herein or made a part hereof. The existing leasehold improvements Specifically, except for the foregoing, Tenant accepts Premises in an “as is” condition. A. It shall be Tenant’s obligation to determine whether the Premises comply with the appropriate governmental regulations for Tenant’s intended use. Landlord makes no warranty as to the Premises’ suitability for any particular use. Tenant shall make all repairs, alterations and other renovations (collectively the “Improvements”) of the date Premises which are necessary to make the Premises fit for its occupancy and for the purposes described herein at its expenses and costs subject to Landlord paying Tenant a Tenant Improvement Allowance as provided in subsection (K) hereof. Such remodeling and renovation shall be undertaken in conformance with the provisions of this Section 4. B. Within thirty (30) days of beginning construction, Tenant shall submit to Landlord two sets of prints of office design drawings showing the desired design character and finishing of the Premises. C. If the design drawings are returned to Tenant with comments, but not bearing the approval of Landlord, such design drawings shall be immediately revised by Tenant and resubmitted to Landlord within three (3) days of receipt by Tenant. Landlord agrees that its approval shall not be unreasonably withheld. D. Promptly following the date on which the design drawings bearing Landlord’s approval (with or without suggested modifications) are returned to Tenant, Tenant, at its sole cost and expense, shall cause working drawings and specifications (the “Plans”) for the Premises based on the design drawings as approved by Landlord to be prepared. E. Landlord shall review the Plans and shall notify Tenant, within three (3) days of receipt of the Plans, of the matters, if any, in which the Plans fail to conform to the approved design drawings or otherwise fail to meet with Landlord’s approval. Landlord agrees that is approval shall not be unreasonably withheld. F. Construction of the Improvements shall be completed in accordance with the Plans approved by Landlord, shall be carried out in a good, workmanlike and prompt manner, shall comply with all applicable statutes, laws, ordinances, regulations, rules, orders and requirements of the authorities having jurisdiction thereof, and shall be subject to inspection and monitoring by Landlord. G. Immediately following Landlord’s approval of the Plans, Tenant shall obtain all permits and other governmental approvals required for construction of the Improvements. H. Prior to the commencement of construction of the Improvements, Tenant shall provide Landlord with the following: (i) Certification showing evidence of insurance as required by all sections of the Lease for both Tenant and Tenant’s contractors. Such certificates shall state that the required coverage shall remain in force for the duration of construction. (ii) Copy of all required building and/or special permits and approvals issued by the appropriate governmental authorities for the Improvements. I. Upon completion of construction of the Improvements and prior to opening for business, Tenant shall provide Landlord with the following: (i) A copy of the certificate of occupancy. (ii) Lien waivers or substitution documentation acceptable to the title company facilitating draw requests from all contractors, subcontractors and material suppliers. J. Any roof penetration shall be performed only by Landlord’s contractors. Work performed by any other contractor will void roof warranty and be deemed a default under the Lease. K. Tenant shall be entitled to install a generator within the Building’s mechanical room, subject to satisfying Village of Arlington Heights’ code requirements. Landlord shall have no responsibility with respect to such generator, and Tenant shall remove same upon termination of the Lease and restore the area to the condition existing at the time of Lease execution, reasonable wear and tear excepted. In the event another tenant requests the right to install a generator for its premises and such request causes Landlord to increase the size of the mechanical room thereby reducing underground parking, Tenant’s right to park within the indoor parking area shall be reduced accordingly to accommodate the larger mechanical room. L. Landlord agrees to pay Tenant a construction allowance not to exceed One Million Six Hundred Thirty-Six Thousand Two Hundred Eighty and 54/100 Dollars ($1,636,280.54) of Tenant’s documented cost to improve the Premises (“Tenant Improvement Allowance”). Tenant may make periodic draw requests (not to exceed three (3) draws during construction of the Improvements). Provided that no Event of Default exists under this Lease at the time a draw is requested, said amount will be paid to Tenant within thirty (30) days after Tenant furnishes Landlord and title company disbursing such funds, the following: (i) Sworn statement from contractor and subcontractor to owner from Tenant listing all contractors and suppliers Tenant contracted with in connection with the work being paid for with such draw, together with the Tenant Improvements (as defined cost of each contract, all in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 a form reasonably acceptable to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, title company. (ii) Mechanic’s lien releases from the general contractor and all other contractors and suppliers who have performed work or furnished supplies (or substitution documentation acceptable to alter, close the title company facilitating draw requests) for or relocate any facility in connection with Tenant’s work at the Premises for which payment is being sought (including all parties listed in the Premises or the Common Areas affidavits referenced in subsection L(i) above) or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise provides evidence that all sums due and payable to such parties have been paid. (iii) To the extent Tenant does not spend the entire Tenant Improvement Allowance on construction of the Premises, such amount may be used toward furniture, telecommunications equipment and to comply with the extent there is any federalremaining amounts not used, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts such amount may be applied to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsnext due.

Condition of Premises. Landlord shall deliver Tenant has had an opportunity to inspect the condition of the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs agrees to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in accept the Premises “as is” in their condition existing as of the date of this Lease, together with without any obligation on the Tenant Improvements part of Landlord to improve, alter, repair or clean the Premises in any way for Tenant’s occupancy hereunder, except as otherwise expressly provided herein. Notwithstanding the foregoing: (a) Landlord shall deliver the Premises and all Building systems and existing improvements in “as is” condition, except that Landlord shall, at Landlord’s sole expense, perform all work necessary to cause the following (collectively, “Landlord’s Work”) to be true as soon as practicable after the Construction Access Date (and in all events prior to the Rent Commencement Date, in all material respects, subject only to completion of punch list items that do not materially impair Tenant’s use of the Premises) and to remain true through the date which is six (6) months after the Rent Commencement Date; provided, however, that to the extent any of the following becomes untrue after delivery of Landlord’s Completion Notice (as defined in the Tenant Work Letterbelow) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same any modifications or otherwise make claim against Landlord for interruption improvements made by Tenant or interference with its contractors (subject to the provisions of Section 2.3(e) below), or as a result of any damage occurring in the course of Tenant’s business and/or operations. No incursion into use or through occupancy of the Premises (including [without limitation] damage arising from excessive use, misuse, negligence or willful misconduct by Tenant or its contractors or employees, or as a result of any failure by Tenant to observe reasonable and customary preventive maintenance procedures, or from any other similar cause, but excluding any damage in the nature of ordinary wear and tear, which for purposes of this provision shall be construed to include [without limitation] system or equipment failures, defects or other operational deficiencies to the extent arising or occurring in the course of ordinary use and operation of Building systems and existing improvements in an ordinary and reasonable manner and not attributable to the kinds of aggravating factors listed at the beginning of this parenthetical), then Landlord shall not be responsible for correction of the applicable conditions under this Section 2.3 and the responsibilities of the parties with respect to the repair or correction of the applicable conditions shall instead be governed by Article 8 and any other applicable provisions of this Lease other than this Section 2.3: (i) the Building roof shall be in good and watertight condition; (ii) the structural elements of the Building and all existing Building systems (including, but not limited to, mechanical, electrical, plumbing and life safety systems), utilities serving the Premises, Building glazing, Building roll-up doors (if any) and other existing improvements in the Premises shall be made without in good working condition and operable in their current locations (provided that nothing in this subparagraph (ii) shall require Landlord to perform any seismic upgrade of the Building structure which is not otherwise required under applicable law); (iii) the walkways, parking lots, driveways and landscaping in the Common Areas shall be in good working condition; (iv) the Premises and existing improvements therein, as delivered to Tenant, shall comply and conform with all applicable laws, ordinances, regulations and building codes (including, but not limited to, the Americans with Disabilities Act (“ADA”)). and (v) Landlord shall have Substantially Completed construction of those portions of the Service Annex designated for exclusive or shared use by the occupant of the Building, including all systems and improvements reasonably required for the contemplated use thereof, in accordance with Section 2.3(d) below. To the extent it is not reasonably practicable for Landlord’s Work to be completed by the Construction Access Date, Landlord shall thereafter continue to proceed diligently and with reasonable efforts to complete Landlord’s Work as promptly as practicable thereafter, and Landlord and Tenant shall continue to cooperate reasonably and in good faith with one another (and cause their respective consultants and contractors to cooperate reasonably and in good faith with one another) in the manner described in Section 2.2 above in connection with the concurrent performance of their respective work in the Building. Following Landlord’s written notice to Tenant that Landlord has completed Landlord’s Work and is delivering the Premises and the existing Building systems and improvements in the condition required above in this paragraph (“Landlord’s Completion Notice”), Tenant shall thereafter during the term of this Lease be responsible (subject, however, to any corrective obligations of Landlord as expressly set forth in this Section 2.3) for maintenance, repair and/or replacement of all such systems and improvements to the extent required in accordance with Article 8 hereof. Notwithstanding the preceding sentence, if Landlord’s obligations with respect to Landlord’s Work under this paragraph are violated in any respect, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation; provided, however, that Tenant’s consent failure to give such written notice to Landlord regarding any alleged violation within six (6) months after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under this paragraph. TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3. (b) As set forth in the Workletter attached hereto as Exhibit B and incorporated herein by this reference (the “Workletter”), Landlord shall provide Tenant with a tenant improvement allowance in the amount of up to Ten Dollars ($10.00) per square foot, equivalent to an aggregate allowance of up to Four Hundred Fifty-Seven Thousand Nine Hundred Forty Dollars ($457,940) (the “Tenant Improvement Allowance”) towards the construction of Tenant Improvements by Tenant in the Premises. Tenant’s construction of such Tenant Improvements shall be governed by the provisions of Article 7 hereof and of the Workletter, and such Tenant Improvements shall be constructed in compliance with all of the provisions thereof (including, without limitation, all conditions relating to Landlord’s approval of plans and specifications), as well as the provisions of this Section 2.3. The Tenant Improvement Allowance shall not be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any cost or expense associated with any moveable furniture, trade fixtures, personal property or any other item or element which, under the applicable provisions of this Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of this Lease. Any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within two (2) years after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter. Additional conditions and procedures relating to the disbursement of the Tenant Improvement Allowance shall be as set forth in the Workletter or as otherwise reasonably prescribed in writing by Landlord. The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under this Lease and will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 hereof, nor shall any expiration of any portion of the Tenant Improvement Allowance as provided above result in any credit against or other adjustment with respect to the rental amounts set forth in Section 3.1 hereof. (c) Landlord warrants to Tenant that the Premises as they exist on the date of Landlord’s Completion Notice, but without regard to Tenant’s improvements therein or to the particular use for which Tenant will occupy the Premises, shall not violate any covenants or restrictions of record, and shall comply and conform with all applicable laws, building codes, regulations and ordinances in effect on the date of Landlord’s Completion Notice. Tenant warrants to Landlord that the Tenant Improvements and any other improvements constructed by Tenant from time to time shall comply and conform with all applicable laws, building codes, regulations and ordinances in effect at the time such improvements are placed in service. Without limiting the generality of the foregoing, the parties acknowledge that Landlord shall be responsible for ADA and building code compliance and conformance for all improvements in the Building and Common Areas as they exist on the date of Landlord’s Completion Notice (except to the extent, if any, that the compliance and conformance of such improvements in the Building and/or Common Areas are affected by the improvements constructed by Tenant or by Tenant’s particular use of the Premises) and that Tenant shall be responsible for ADA and building code compliance required in connection with or as a result of improvements constructed by Tenant. If it is determined that any of these warranties has been violated, then it shall be the obligation of the warranting party, after written notice from the other party, to correct the condition(s) constituting such violation promptly, at the warranting party’s sole cost and expense. TENANT ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE, NEITHER LANDLORD NOR ANY AGENT OF LANDLORD HAS MADE ANY REPRESENTATION OR WARRANTY AS TO THE PRESENT OR FUTURE SUITABILITY OF THE CENTER OR THE PREMISES FOR THE CONDUCT OF TENANT’S BUSINESS OR PROPOSED BUSINESS THEREIN. (d) As part of Landlord’s Work, Landlord shall construct in a good and workmanlike manner and in compliance with all applicable laws, ordinances, rules and regulations a combined service yard and loading area and related systems and improvements (collectively, the “Service Annex”) located in the area between the Building and the adjacent building located at 000 Xxxxxxxxxx Xxxxx (the “Adjacent Building”) and serving both the Building and the Adjacent Building. (i) The parties intend that the Service Annex will include (but not necessarily be limited to) appropriate areas for vehicle deliveries, trash and hazardous materials storage, future emergency generator areas, and an elevator suitable for freight/passenger use to serve second floor spaces in the Building and the Adjacent Building, and that the Service Annex will also include areas in which systems and equipment can be installed by or at the request of the respective tenants of the Building and the Adjacent Building to support their occupancy of and operations in the Building and the Adjacent Building, respectively. (ii) The approximate location of the Service Annex is shown on the Building Plan. Also shown on the Building Plan are two areas immediately adjacent to the Building, designated respectively as “Chemical Storage Enclosure” (the “Chemical Storage Area”) and “Emergency Generator Enclosure” (the “Emergency Generator Area”), which areas are for the exclusive use of the occupant of the Building and shall be deemed to be part of the Service Annex for purposes of Landlord’s construction obligations under this Section 2.3, but are not enclosed and are therefore not included in the calculation of the square footage of the Premises and/or of the Service Annex for purposes of any formulas or other calculations under this Lease that are based on the square footage of the Premises and/or of the Service Annex. (iii) As part of the design and development of the Service Annex, Landlord has designated various portions of the Service Annex for exclusive use by the occupant of the Building, for exclusive use by the occupant of the Adjacent Building, or for shared, nonexclusive use by the occupant of the Building and the occupant of the Adjacent Building. The interior layout of the Service Annex as presently under construction, including Landlord’s designation of shared areas and exclusive-use areas for the Building and the Adjacent Building, respectively, is shown on the Service Annex Plan. Landlord agrees that to the extent Tenant’s operations in the Building do not require installation of HVAC or other mechanical equipment in the area designated as “900 Mechanical Room” on the second floor layout contained in the Service Annex Plan, Tenant may use that exclusive use area for storage or other purposes reasonably ancillary to Tenant’s use and occupancy of the Building, subject to (A) compliance by Tenant, at Tenant’s expense, with all applicable laws, ordinances, regulations and requirements (if any) triggered by the particular nature of such alternative use, including (but not limited to) indicating Tenant’s proposed storage use on its drawings submitted to the City of Redwood City for the Tenant Improvements and obtaining an appropriate permit from the City of Redwood City for any construction work to be performed by Tenant in that area, and (B) Landlord’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed, but may be conditioned upon restoration by Tenant at the termination or expiration of the term of this Lease, to the extent such a condition is contemplated or permitted under Article 7 of this Lease), to the extent Tenant’s proposed storage use involves construction of any improvements that would impair or otherwise be incompatible with use of such area as a mechanical room by any future tenant of the Building, or to the extent Tenant’s proposed storage use involves modification, removal or elimination of Building systems which have been installed by Landlord in such area or which would otherwise customarily be located in that area. (iv) The Service Annex as heretofore designed and as already under construction as of the Lease Commencement Date has been determined by Landlord to contain a total of 7,988 square feet, measured from exterior faces of exterior walls and from the interior faces of common walls shared with the Building or the Adjacent Building. For purposes of measuring the square footage of the Premises under this Lease (including, but not limited to, measurements contemplated in Section 3.1(d) below), Landlord has allocated the square footage of the Service Annex between the Building and the Adjacent Building in the manner shown in the Service Annex Plan, and has determined that the portion of the Service Annex square footage allocable to the Building is 4,118 square feet and that the portion allocable to the Adjacent Building is 3,870 square feet, consisting in the case of an emergencyeach respective building of 50% of the square footage of shared use areas and 100% of the square footage of that building’s exclusive use areas. Notwithstanding Landlord has shared the foregoingplans and square footage allocations for the Service Annex with Tenant, and the parties have mutually approved the foregoing square footage measurements and allocations and agreed that such measurements and allocations shall be final and binding for purposes of this Lease. (e) Paragraph 2(b) of the Workletter contains various specific provisions regarding the allocation of certain costs and of certain legal compliance responsibilities between Landlord and Tenant. The provisions of this Section 2.3 with respect to legal compliance responsibilities and expenses are subject to such specific allocation provisions set forth in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease Workletter, which provisions are incorporated herein and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsbe part of this Section 2.3 as if fully set forth herein.

Condition of Premises. Landlord Tenant hereby agrees that except as provided in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall deliver be taken “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 Landlordthe suitability of same for Tenant’s Work shall be good purposes, and workmanlike using first class materials. Landlord’s Work is Tenant does hereby warranted for one year from the Rent Commencement Date waive and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited disclaim any objection to, HVACcause of action based upon, mechanical 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 electrical, elevators Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the structure of Project in its decision to enter into this Lease and let the Building shall be Premises in good working 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 and/or good repairto obtain, as the case may be, at the time Tenant occupies the Premisesa 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 “BD” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 taking of possession of the Premises and/or other parts by Tenant shall conclusively establish that the 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 Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises Civil Code of California or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any successor provision of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. 1.4.1 Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from to Tenant in a clean condition on the Rent Lease Commencement Date (unless Tenant is already in possession) and no costs Landlord warrants to effect Tenant that the same shall be included plumbing, lighting, air conditioning, and heating system in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building Premises shall be in good working order and/or good repairoperating condition. In the event that it is determined that this warranty has been violated, as then it shall be the case may beobligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to Landlord within ninety (90) days after the time Lease Commencement Date or the date that Tenant occupies takes possession of the Premises, whichever is earlier, shall result in the conclusive presumption that Landlord has complied with all of its obligations hereunder, that the Premises are fully completed and are suitable for Tenant's Purposes, that the Building and every part of it, including the Premises, are in good and satisfactory condition. 1.4.2 Landlord warrants to Tenant that the Premises, in the state existing on the date that the Lease Term commences, but without regard to alterations or improvements made by Tenant or to the use for which Tenant will occupy the Premises, does not violate any covenants or restrictions of record, or any applicable law or ordinance in effect on the Lease Commencement Date, that would substantially and adversely affect the operation and profitability of Tenant's business conducted from the Premises. The Premises In the event that it is determined that this warranty has been violated, it shall be initially improved as provided inthe obligation of Landlord, and subject toafter receipt of written notice from Tenant setting forth with specificity the nature of the violation, to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to Landlord within thirty (30) days after the Lease Commencement Date or the date that Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements takes possession of the Premises, whichever is earlier, shall result in the conclusive presumption that Landlord has complied with all of its obligations hereunder. 1.4.3 Except as otherwise provided in this Lease, Tenant hereby accepts the Premises and the Building Project in their condition existing as of the Lease Commencement Date or the date that Tenant takes possession of this Leasethe Premises, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timewhichever is earlier, but subject to payment all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by and/or reimbursement from any exhibits attached hereto. Tenant as otherwise provided herein: (i) to install, acknowledges that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, maintain, repair, replace and relocate for service that neither Landlord nor Landlord's agent or agents have made any representation or warranty as to the Premises and/or other parts present or future suitability of the Premises, Common Areas, or Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities Project for the purpose conduct of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations's business.

Condition of Premises. On the Commencement Date, Landlord shall deliver and Tenant shall accept the Premises Leased Property in "as is" condition, subject to the rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, easements and Landlord’s Work shall be good other matters of record, all applicable Legal Requirements, the lien of financing instruments, mortgages and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from deeds of trust, and such other matters which would have been disclosed by an inspection of the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators Leased Property and the structure record title thereto or by an accurate survey thereof. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS THE 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, WITH RESPECT TO THE LEASED PROPERTY OR ANY PORTION THEREOF, OR AS TO TITLE, IT BEING AGREED THAT ALL SUCH RISKS SHALL BE BORNE BY TENANT. To the extent permitted by law, however, Landlord grants and assigns to Tenant all of the Building shall be Landlord's rights to proceed against any predecessor in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements title (other than HRPT) for breaches of warranties or representations or for latent defects in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectLeased Property. Landlord shall use reasonable efforts to perform cooperate with Tenant in the prosecution of any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoingclaims, in the event Landlord's or Tenant's name, all at Tenant's sole cost and expense. Tenant shall indemnify, and hold harmless Landlord requires entry into the Premises for the purpose of performing from and against any of its obligations contained loss, cost, damage or liability (including attorneys, fees) incurred by Landlord in this Lease and connection with such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationscooperation.

Condition of Premises. (a) Tenant acknowledges that Tenant is leasing the Leased Premises on an “as is” basis, and Tenant and Landlord agree that the Leased Premises (inclusive of building systems) will be delivered “broom clean” and in good and sanitary order, condition and repair. (b) Tenant hereby accepts the Leased Premises in their agreed upon condition subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Leased Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor Landlord’s agent has made any representation or warranty as to the present or future suitability of the Leased Premises for the conduct of Tenant’s business, the suitability thereof for the conduct of Tenant’s business, the utility services provided to the Leased Premises or the distribution of those utility services within the Leased Premises. Landlord has not agreed to undertake any modification, alteration or improvement to the Leased Premises except as specifically provided in this Lease. (c) Tenant shall not overload the floor of the Leased Premises. Landlord shall deliver have the right to prescribe the weight, size and position of all safes and other heavy equipment brought into the Leased Premises or Project, the times and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect manner of moving the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure or out of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Leased Premises shall be initially improved as provided inor Project, and subject toall such moving must be done under the supervision of Landlord. Safes or other heavy equipment shall, if considered necessary by Landlord, stand on a platform of such thickness as is necessary to properly distribute the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereofweight. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject require Tenant to payment by and/or reimbursement from Tenant secure the written recommendations of a qualified structural engineer as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts safe installation of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises such property or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectequipment. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder responsible for failing loss of or damage to perform any such obligationsproperty from any cause, and all damage done to the Leased Premises or Project by moving or maintaining any such property shall be immediately repaired at the expense of Tenant.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall deliver 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, however, that the Systems and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included Equipment (as defined in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of Section 4.2.4 below) serving the Building shall be in good working order and/or good repairand condition, as the case may bePremises will be broom-clean condition, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided infree and clear of all occupants and personal property, and subject tothe Building and Project will be compliant with all applicable laws, rules, orders, and regulations, including, without limitation, the Americans with Disabilities Act of 1990 (as amended, the “ADA”). Tenant Work Letter attached hereto also acknowledges that, except as Exhibit “B” and made a part hereof. The existing leasehold improvements otherwise expressly set forth in the Premises as of the date of this Lease, together neither Landlord nor any agent of Landlord has made any representation or warranty with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 respect to the Premises and/or other parts of the Building pipesPremises, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas Project or otherwise conduct any of their condition, or with respect to the above activities suitability thereof for the purpose conduct of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises (including, but not limited to, any zoning/conditional use permit requirements which shall be made without Tenant’s consent except in the case of an emergencyresponsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Notwithstanding the foregoing, Landlord represents and warrants to Tenant that, as of the Effective Date, the Property is zoned to permit laboratory, office, life science, research and development uses as of right. 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, subject to Landlord’s representations, warranties and obligations expressly set forth in the event Landlord requires entry into the Premises for the purpose of performing Lease and, except as provided herein, without any of its obligations contained in this Lease and such entry is deniedobligation on Landlord’s part to make any alterations, Landlord shall not be deemed in default hereunder for failing to perform such obligationsupgrades or improvements thereto.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs Except as otherwise agreed to effect the same shall be included in Operating Expenses. All Building systems includingwriting, but not limited to, HVAC, mechanical and electrical, elevators and the structure Tenant's taking possession of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved conclusive evidence as provided in, and subject to, against the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in that the Premises as were in good order and satisfactory condition when the Tenant took possession, subject to punch list items and latent defects. No promise of the date of this LeaseLandlord to alter, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timeremodel, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in repair or improve the Premises or the Building, (ii) to alter, close or relocate any facility in Building and no representation respecting the condition of the Premises or the Common Areas Building have been made by Landlord to Tenant, other than as may be contained herein or otherwise conduct any in 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 above activities for Premises, (i) surrender the purpose of complying with legal requirements for fire/life safety for 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 Building or otherwise 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) to comply 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 federalcontamination caused by Tenant or Tenant's employees, state agents, contractors or local law, rule or order with respect thereto or the regulation thereof not currently in effectinvitees. Landlord shall use reasonable efforts warrants that to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result best of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through Landlord's knowledge and based on an environmental assessment performed by an independent company that the Premises shall be made without Tenant’s consent except in Project on the case date of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose execution of performing any of its obligations contained in this Lease and such entry on the date possession of the Premises is denied, Landlord given the Tenant is free of any environmental contamination. Tenant shall not be deemed in default hereunder responsible for failing to perform such obligationsany contamination not caused by Tenant, its employees, agents, contractors, or invitees.

Condition of Premises. Landlord shall deliver A. Lessee has inspected the Premises and Landlordknows the extent and condition thereof and accepts same in its present condition, subject to and including all defects, latent or patent. Lessee will keep and maintain the Premises, improvements, and fixtures in a clean, safe, and orderly condition at all times. Lessee shall not commit or suffer to be committed any waste upon the Premises, improvements, and fixtures or commit or allow any nuisance or other act which may disturb or interfere with the Airport, its surroundings, the departure and arrival of aircraft, or other aircraft operations and uses. If Lessee shall fail to perform the obligations under this paragraph, after 21 days written notice setting forth such failure, then City shall have the right to perform the same and to charge Lessee therefor, and Lessee shall pay the City such costs upon City's demand. A written condition report of the Lease property will be notated in a walk through with Lessor and Lessee to define “as-leased” condition. A document produced from that walk through will be attached to this Lease Agreement as Exhibit B. B. Lessee shall not, nor allow any other person to, park or keep any vehicle (other than aircraft), motor home, trailer, boat, or other recreational vehicle or inoperable vehicle on the assigned Premises without City’s Work advance written consent. Lessee may park operational airport work vehicles in the outside area noted in the Lease Agreement. C. Lessee shall not use, keep, store or place in or on the Premises any petroleum products or any materials that are in any way hazardous, toxic, radioactive or explosive, except those which are necessary and appropriate to accomplish the purpose of this Lease Agreement. All such materials shall be good used, stored, handled, dispensed and workmanlike using first class materialsdisposed of as required by applicable governmental regulations and laws. Landlord’s Work is hereby warranted for one year from Any spills of such materials by Lessee anywhere on the Rent Commencement Date and no costs to effect the same Airport shall be included immediately reported to the Aviation/Transportation Administrator and cleaned up by Lessee, at Lessee's sole expense, in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure accordance with standards of the Building industry and applicable governmental regulations and laws. D. Lessee shall be in good working order and/or good repairallowed to place signage on the hangar for commercial purposes both for aircraft visibility and vehicle visibility. Lessee shall not construct or place signs, as the case may beawnings, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided inmarquees, and subject toadvertising, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in or promotional structures upon the Premises or Airport without the Buildingprior written permission of the Aviation/Transportation Administrator. Such permission shall not be unreasonably withheld but must meet City standards. If Lessee fails to remove any such signs, displays, advertisements or decorations within twenty-four (ii24) hours after written notice from City, then City may remove them at Lessee's sole expense. E. Lessee hereby agrees that Lessee will not permit or suffer any liens of any kind to alter, close or relocate any facility in be filed against the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same any obligation, malfeasance, negligence, or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises omission of Lessee, and that Lessee shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing diligently take all necessary and proper steps to remove and discharge any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsliens which are filed.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike shall, using first class building-standard materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure perform those items of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter work described on Exhibit E attached hereto as (the “Phase I Improvements”) and those items of work described on Exhibit E-1 attached hereto (the “B” Phase II Improvements”; and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as Phase I Improvements, collectively, the “Tenant Improvements.” Landlord reserves the right from time Landlord’s Work”) as depicted on Exhibit E-2 attached hereto, pursuant to time, but subject to payment plans and specifications determined by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectLandlord. Landlord shall use commercially reasonable efforts to perform any 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 work with the least inconvenience bids to Tenant as possiblefor review; provided, but however, Landlord shall have the right in its commercially reasonable discretion, to award the construction contract to the contractor and subcontractors that Landlord selects to perform the 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, and (ii) reasonably cooperate with Tenant as may reasonably be permitted necessary to withhold obtain all necessary permits, certificates of occupancy, and 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 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 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 reduce Rent 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 other charges due hereunder as a result 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 same or otherwise make this Lease and the obligations of Tenant under this Lease shall not be affected, (b) Tenant shall have no claim against Landlord for interruption (and Landlord shall have no liability) hereunder, at law or interference with Tenantin equity, arising from Landlord’s business and/or operationsfailure to substantially complete the Phase I Improvements by such date, and (c) Landlord shall proceed diligently to substantially complete the Phase I Improvements. No incursion into or through Tenant acknowledges and agrees that the Phase II Improvements may not be completed as of the Commencement Date, and (aa) Tenant shall accept delivery of the Premises shall be made without Tenant’s consent except in on the case Commencement Date notwithstanding the incompletion of an emergency. Notwithstanding the foregoing, in Phase II Improvements; (bb) the event Landlord requires entry into the Premises for the purpose validity of performing any of its obligations contained in this Lease and the obligations of Tenant under this Lease shall not be affected by any delay in the completion of the Phase II Improvements; (cc) 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 complete the Phase II Improvements by such entry is denieddate, and (dd) the Commencement Date shall not 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 Landlord’s Work in excess of the costs or expenses that would otherwise have been paid or incurred by Landlord, Tenant shall pay any such reasonable out of pocket excess costs and expenses to Landlord, 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 deemed in default hereunder liable to Tenant for failing to perform such obligations.any inconveniences Tenant may experience during the performance, construction or installation of the Landlord’s Work which are beyond Landlord’s control or for any delays in

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord shall deliver 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 shall conclusively establish that the 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 Work shall be good and workmanlike using first class materials's part to make any alterations, upgrades or improvements thereto. Landlord’s Work is hereby warranted for one year from Notwithstanding anything to the Rent contrary in Section 11.1 or this Section 11.2, as of the Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including(i) all plumbing, but not limited to, HVAC, mechanical and electrical, elevators HVAC and mechanical systems in the structure of the Building Premises shall be in good working order and/or good repair, as (with the case may be, at exception of failures to such systems caused by Tenant and the time Tenant occupies repairs needed to the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises HVAC Landlord warrants that: (i) as of the date of this Lease, together with the Tenant Improvements (hereof and as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the BuildingPremises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to alter, close or relocate any facility lease the Premises to Tenant on the terms and conditions set forth in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise Lease; and (iii) to comply with any federalas of the Commencement Date, state or local lawas soon thereafter as is reasonably practicable, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts complete its currently planned improvements to perform the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any such work with violation of the least inconvenience foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant as possible, but in no event shall Tenant be permitted agrees to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through accept the Premises shall be made without Tenant’s consent except in the case of an emergencytheir "as is" condition. Notwithstanding the foregoing, in the event Landlord requires entry into Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the purpose repair of performing any of its obligations contained in this Lease and such entry is deniedsame, subject to reimbursement by Landlord shall not be deemed in default hereunder for failing to perform such obligationsfrom the Construction Allowance.

Condition of Premises. Landlord shall deliver 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 the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from Premises, or the Rent Commencement Date and no costs to effect equipment, furniture, or improvements therein situated, if any, or the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure physical condition or size of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Subtenant accepts the Premises shall be initially improved as provided inin its present “as-is where is and with all faults” condition, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” to normal wear and made a part hereof. The existing leasehold improvements in the Premises as of tear between the date of this Lease, together with Sublease and the Tenant Improvements (date of occupancy by Subtenant. Except as defined expressly set forth in the Tenant Work Letter) may attached Exhibit A, neither Sublandlord nor the Prime Landlord shall be collectively referred under any obligation to herein make and/or pay for any alterations, additions, installations, substitutions, improvements, or decorations to the Premises. Sublandlord hereby grants to Subtenant a license to use the existing furniture, fixtures, equipment and wiring located in or serving the Premises, which is detailed on the attached Exhibit B (collectively, “Furniture”), for no additional consideration so long as this Sublease is in force. Subtenant shall not acquire any title or other ownership rights in or to the “Tenant Improvements.” Landlord reserves 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 quality; provided further, however, Subtenant shall remain responsible to return 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, Subtenant shall: (a) be required to purchase the Furniture from time Sublandlord for the amount of one dollar ($1.00); (b) remove the Furniture from the Premises; and (c) return the Premises to timethe condition same was in as of the Sublease Commencement Date, but subject normal wear and tear permitted by the Prime Lease and damage for which Subtenant is not responsible excepted, and to payment the extent required by and/or reimbursement from Tenant the terms of the Prime Lease. During the Term, Subtenant shall, at Subtenant’s sole cost and expense, insure the Furniture for its full replacement value (with Sublandlord named as otherwise provided hereinan additional insured and as loss payee). Subtenant shall not hold over after the expiration of the Term. If Subtenant fails or refuses to surrender possession of the Premises pursuant to the 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) to install, use, maintain, repair, replace and relocate for service the amount due on a daily basis (or monthly if not prorated on a daily basis pursuant to the Premises and/or other parts terms of the Building pipesPrime Lease) from Sublandlord, ductsas “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, conduitsand, wiresin addition to the foregoing, appurtenant fixturesSubtenant shall indemnify, defend (using counsel reasonably determined by Sublandlord), and mechanical systemshold Sublandlord harmless from and against all damages, wherever located losses, and expenses, including, without limitation, consequential damages, arising from such holdover. To the Sublandlord’s 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, (ii) to alter, close or relocate any facility in the Premises or the Common Areas soil, air, improvements, groundwater or otherwise conduct surface water thereof, or the violation of any laws, orders or regulations, relating to any such Hazardous Material, except to the extent that any of the above activities for foregoing actually results from the purpose release or emission of complying with legal requirements for fire/life safety for the Building Hazardous Material by Subtenant or otherwise and (iii) to comply with any federal, state its agents or local law, rule or order with respect thereto or the regulation thereof not currently employees in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result violation of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsapplicable environmental laws.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall deliver 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, 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 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 Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems business (including, but not limited to, HVACany 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, mechanical and electricalthe taking of possession of the Premises by Tenant shall conclusively establish that the Premises (including the Tenant Improvements therein), elevators the Building and the structure 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 “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 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 in good working order and/or good repairconducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as (2) only after ten (10) days’ prior written notice to Landlord of the date of this Leasesuch CASp inspection, together (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, including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with the Tenant Improvements such CASp inspection (as defined in the Tenant Work Letter) may be collectively referred to herein as collectively, the “CASp Reports”) and all other costs and expenses in connection therewith; (C) Tenant Improvements.” shall deliver a copy of any CASp Reports to Landlord reserves the right from time within three (3) business days after Tenant’s receipt thereof; (D) Tenant, at its sole cost and expense, shall be responsible for making any legally required improvements, alterations, modifications and/or repairs to time, 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 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 other parts repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building pipesand Project located outside the Premises that are Landlord’s obligation to repair under the Lease (as amended hereby), ductsthen Landlord shall perform such improvements, conduitsalterations, wires, appurtenant fixturesmodifications and/or repairs as and to the extent required by applicable laws to correct such violations, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities Tenant shall reimburse Landlord for the purpose cost of complying with legal requirements for fire/life safety for the Building or otherwise and such improvements, alterations, modifications and/or repairs within ten (iii10) 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with business days after Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case receipt of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsinvoice therefor from Landlord.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials2.1. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems Except as expressly provided herein (including, but not limited to, HVACLandlord's representations and warranties set forth in this Lease), mechanical and electrical, elevators and Tenant accepts the structure Premises on an "AS-IS" basis without representation or warranty by Landlord. Landlord shall deliver the Premises to Tenant in broom clean condition given the nature of the Building shall be in good working order and/or good repairongoing "Cash and Carry" business therein (but with all furniture, as equipment and other personalty of Rightway and of Landlord remaining therein and thereon) free of any tenancies, including without limitation, the case may betenancy of Rightway, at the time Tenant occupies or any other rights to use, possess, or occupy the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant the requirements of Section 2.2. 2.2. Landlord represents and warrants that, as otherwise provided herein: of the Commencement Date, (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipesSystems (including, ductsbut not limited to, conduits, wires, appurtenant fixtures, and mechanical the sprinkler systems, wherever located ) are in the Premises or the Buildinggood working order, (ii) all utilities, including but not limited to alterelectricity, close and hot and cold water, are available at the Premises, (iii) the Premises is in compliance with all Laws; and (iv) there are no Hazardous Substances at, on, or relocate under the Premises except as to any facility inventory and other equipment utilized by Rightway in the Premises or normal course of Rightway's "Cash and Carry" business, none of which is in violation of any Environmental Laws. In the Common Areas or otherwise conduct event that any of the above activities for foregoing representations of Landlord are determined to be inaccurate, false or fraudulent, Landlord shall, within thirty (30) days after receipt of written notice from Tenant, take all such actions as are necessary to make such representations true and accurate, including all actions necessary to bring the purpose of complying Premises into compliance with legal requirements for fire/life safety for the Building or otherwise all current Laws, at Landlord's sole cost and (iii) to comply with any federalexpense, state or local lawand, rule or order with respect thereto or to any Hazardous Substances, to remediate and remove all such Hazardous Substances from the regulation thereof not currently in effect. Premises, at Landlord's sole cost and expense; and Landlord shall use reasonable efforts indemnify, defend, and hold Tenant harmless with respect to perform any such work with the least inconvenience to Tenant as possibleclaims, liabilities, damages, and expenses (including, but in no event shall not limited to, reasonable attorneys' fees and costs) incurred by Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption arising out of such inaccuracy or interference with Tenant’s business and/or operationsfailure of landlord to cure or remedy the same. No incursion into Landlord's obligation hereunder shall survive the expiration or through the Premises shall be made without Tenant’s consent except in the case sooner termination of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsLease.

Condition of Premises. Except as set forth in this Lease, Tenant acknowledges that neither Landlord shall deliver 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. 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 Letter and Landlord’s Work 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 good responsible, at its sole cost and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same 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 give Landlord written notice of any items described above within twelve (12) months after the Term Commencement Date, then the correction of any such items shall, subject to Landlord’s repair obligations in this Lease, be Tenant’s responsibility at Tenant’s sole cost and expense; provided, however, that with respect to any HVAC units which Landlord is not replacing (as described below) then such warranty shall apply to the entire seventy-two (72) month initial Lease Term. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure As part of the Building Tenant Improvement work, Landlord shall be replace eight (8) of the existing HVAC units serving the Premises (all as described on Exhibit G attached hereto) ensure that the remaining units are in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant ImprovementsTerm Commencement Date.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. (a) Tenant acknowledges that except as may be expressly provided herein, if at all, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises or the Building or with respect to the suitability of any part of the same for the conduct of Tenant’s business. Except as expressly set forth in Section 2.05(b) below, the taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Building were at such time in a good and sanitary order, condition and repair acceptable to Tenant. However, notwithstanding anything to the contrary, Landlord shall as of the Commencement Date deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to installin compliance with all applicable laws, usecodes, maintain, repair, replace ordinances and relocate for service to the Premises and/or regulations; (ii) broom clean; and (iii) free and clear of other parts of the Building pipes, ducts, conduits, wires, appurtenant fixturestenants and occupants, and mechanical systems, wherever located their personal property. (b) Tenant shall notify Landlord in writing within nine (9) months after the Commencement Date of any defects in the Premises or in the Buildingmaterials or workmanship furnished by Landlord, (ii) if any. Except for defects stated in such notice, and subject to Landlord’s delivery, repair and maintenance obligations under this Lease, Tenant shall be conclusively deemed to have accepted the Premises “AS IS” in the condition existing on the date Tenant first takes possession and to have waived all claims relating to the condition of the Premises. Landlord shall proceed diligently to correct the defects stated in such notice that render the Premises unsafe or unsuitable for therein permitted uses unless Landlord reasonably disputes the existence of any such defects. No agreement of Landlord to alter, close remodel, decorate, clean or relocate any facility in improve the Premises or the Common Areas or otherwise conduct any Real Property and no representation regarding the condition of the above activities for the purpose of complying with legal requirements 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 Premises or the regulation thereof not currently in effect. Real Property has been made by or on behalf of Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant Tenant, except as possible, but in no event shall Tenant may be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained specifically stated in this Lease and such entry is denied, Landlord shall not be deemed or in default hereunder for failing to perform such obligationsthe Workletter.

Condition of Premises. Landlord shall deliver possession of the Premises to Tenant, and LandlordTenant 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 Work shall be good use. Tenant agrees that Landlord has no obligation and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from has made no promise to alter, remodel, improve, or repair the Rent Commencement Date and no costs Premises or any part thereof or to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may bebring into compliance with applicable laws, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The or improve any condition existing leasehold improvements in the Premises as of the date Commencement Date or a condition to Tenant’s acceptance of this Lease, together with the Premises. Tenant Improvements (agrees that neither Landlord nor any of Landlord’s employees or agents has made any representation or warranty as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts present or future suitability of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever Premises for the conduct of Tenant’s business therein. Any improvements or personal property located in the Premises are 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 Buildingforegoing to the contrary, (ii) to alter, close or relocate any facility in Landlord shall deliver the Premises or to Tenant with the Common Areas or otherwise conduct heating, ventilation and air-conditioning unit(s), electrical, life-safety and plumbing serving the 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 the Premises to Tenant if any of the above activities for foregoing are not in good condition, which notice shall specify in detail why Tenant believes such item(s) are not in good working condition. Tenant’s failure to so notify Landlord in writing within the purpose of complying with legal requirements for fire/life safety for foregoing one month period shall be deemed to be that the Building or otherwise and foregoing items (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently items for which no notice was provided) serving the Premises were in effectgood working condition as of the date required hereunder. Tenant, pursuant to a separate agreement, has agreed to acquire separate items of furniture from a prior subtenant of the Premises. Landlord shall use reasonable efforts have no responsibility or liability with respect to perform any such work with the least inconvenience to furniture. Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises agrees that it shall be made without Tenant’s consent except in solely responsible for any sales tax with respect to the case transfer of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsfurniture.

Condition of Premises. Landlord Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in good condition and repair, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the Building to Landlord. Upon Tenant’s vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing so under Section 20.2), and shall remove any Alterations (whether or not made with Landlord’s Work consent) that Landlord may (at Landlord’s election, made at the time such Alterations were installed) require Tenant to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s expense. Such repairs shall be good performed in a manner satisfactory to Landlord and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includinginclude, but are not limited to, HVACthe following: capping all plumbing, mechanical capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and electrical, elevators and the structure thorough cleaning of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises If Tenant fails to remove any items that Tenant has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord’s option, become the property of Landlord and Landlord shall be initially improved as provided in, have the right to remove and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as retain or dispose of the date of this Leasesame in any manner, together with the without any obligation to account to Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectproceeds thereof. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim waives all claims against Landlord for interruption any damages to Tenant resulting from Landlord’s retention or interference with Tenant’s business and/or operationsdisposition of such Alterations or personal property. No incursion into or through the Premises Tenant shall be made without Tenantliable to Landlord for Landlord’s consent except in the case costs of an emergency. Notwithstanding the foregoingremoving, in the event Landlord requires entry into the Premises for the purpose storing and disposing of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsitems.

Condition of Premises. Landlord shall on the Commencement Date deliver the Premises and with Landlord’s 's Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators completed and the Building structure of the Building shall be and systems in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premisesoperating condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as possession of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in portion thereof by Tenant shall be deemed a delivery of the Premises or the Common Areas or otherwise conduct any to Tenant and, shall constitute conclusive evidence of Tenant's acceptance of the above activities Premises in its "AS-IS" condition, except for Landlord's Work and any punch list items. Not later than ten (10) days after the purpose Commencement Date Landlord and Tenant shall perform a joint inspection of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any developing a comprehensive list of its obligations contained in this Lease and such entry is denied, punchlist items with respect to Landlord's Work that require completion or repair. Landlord shall not cause all punchlist items to be deemed completed or repaired, as applicable, as soon as reasonably possible following the Commencement Date. Tenant acknowledges that neither Landlord nor Agent, nor any representative of Landlord, has made any representation as to the condition of the foregoing or the suitability of the foregoing for Tenant's intended use, except as expressly stated in default hereunder for failing the Lease. Tenant represents and warrants that Tenant has made its own inspection of the foregoing. Neither Landlord nor Agent shall be obligated to perform such obligationsmake any repairs, replacements or improvements (whether structural or otherwise) of any kind or nature to the foregoing in connection with, or in consideration of, this Lease, except (a) as set forth in Sections 5.1, 13.2 and 18 and (b) Landlord's Work. Landlord warrants that, to Landlord's knowledge, on the Commencement Date, the Premises and the Common Areas will comply with all applicable Laws, including the Americans with Disabilities Act.

Condition of Premises. Landlord shall deliver Subject to Landlord's obligation to perform Landlord's Work, the Premises will be accepted by Tenant on the Possession Date in its “as is”, “where is” condition and configuration. By taking possession of the Premises, Tenant agrees that Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s 's Work is hereby warranted for one year from substantially completed, subject only to Punch List Items (defined below), the Rent Commencement Date Premises are in good order and satisfactory condition, and that other than Landlord's Work, there are no costs to effect representations or warranties by Landlord regarding the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure condition of the Premises, the Building shall 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 order and/or good condition and repair, as the case may be, at the time Tenant occupies the Premises. The Premises Landlord further covenants that Landlord's Work shall be initially improved as provided in, constructed in accordance with all Laws and subject to, in a good and workmanlike manner using new materials of a quality that is at least equal to the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereofLandlord's minimum standard for the Office Area. The existing leasehold improvements in the Premises as of the date For purposes of this Lease, together with “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 Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: Premises and either (i) to install, use, maintain, repair, replace and relocate utilize same for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises use intended hereunder or the Building, (ii) to alterbegin performing Tenant's Work (so long as Tenant has an permit for Tenant's Work), close or relocate any facility in as evidenced by a 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 or 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 Common Areas or otherwise conduct any of parties have agreed upon the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedPunch List Items, Landlord shall have thirty (30) days thereafter to complete such items. In the event of any dispute as to whether, or when, 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 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 Landlord's Work that Tenant 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, 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 whether, or when, Landlord's Work has achieved substantial completion shall be deemed in default hereunder for failing to perform such obligationsconclusive and binding on both Tenant and Landlord hereunder. Each party shall pay the costs and expenses, if any, of their architect and the cost of the Third Party Architect shall be shared equally between Tenant and Landlord.

Condition of Premises. Landlord Subject to Landlord’s repair and maintenance obligations under this Lease, Tenant hereby agrees that the Premises shall deliver be taken “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 Landlordthe suitability of same for Tenant’s Work shall be good purposes, and workmanlike using first class materials. Landlord’s Work is Tenant does hereby warranted for one year from the Rent Commencement Date waive and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited disclaim any objection to, HVACcause of action based upon, mechanical 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 electrical, elevators Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the structure of Project in its decision to enter into this Lease and let the Building shall be Premises in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premisesabove-described condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “BD” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 taking of possession of the Premises and/or other parts by Tenant shall conclusively establish that the 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 Building pipesCivil Code of California or any successor provision of law. Landlord agrees to cause the electrical, ductsplumbing, conduitsheating, wires, appurtenant fixtures, ventilation and mechanical systems, wherever located in air conditioning and other systems serving the Premises or the Building, (ii) to alter, close or relocate any facility be in the Premises or the Common Areas or otherwise conduct any good working order as of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencyCommencement Date. Notwithstanding the foregoing, in if Tenant fails to notify Landlord within ninety (90) days after the event Landlord requires entry into Substantial Completion of the Premises for the purpose of performing Improvements that any of its obligations contained the foregoing items are not in this Lease good working order and condition, then such entry is denied, Landlord items shall not be deemed to be in default good working order and condition and Tenant shall have no further right hereunder to claim otherwise, except for failing to perform such obligationsLandlord’s ongoing obligations under this Lease.

Condition of Premises. ‌ Tenant hereby acknowledges that this Lease is entered into by Landlord shall deliver pursuant to the provisions of California Streets and Highways Code Section 104.30 which identifies a temporary shelter/feeding program as a public use, and that authorization allows but does not mandate lease of highway airspace for temporary shelter/feeding program use. The use of the Premises for a temporary shelter must be consistent with the Governor’s signing document enacting similar Streets and Highways Code sections and only be for temporary shelter use and not permanent housing. Such temporary use does not create a right of occupancy (Exhibit “B”). Further, any structure erected on the Premises by Tenant must be a temporary structure only and not permanent. Xxxxxxxx has conducted no inspection of the Premises to determine suitability of the Premises for the intended use, and Tenant is solely responsible for conducting a sufficient inspection, prior to entering into this Lease, for determining the suitability of the Premises for its intended use. By signature of its authorized representative herein, Tenant hereby certifies and agrees that it has conducted its own inspection of the Premises and Landlord’s Work shall be good is entering into this Lease solely upon reliance of its own inspection and workmanlike using first class materialsnot on the basis of any promises or obligations of Landlord other than those set forth herein. Landlord’s Work is Tenant hereby warranted for one year from accepts the Rent Commencement Date Premises in their “AS-IS” condition, with all faults, both known and no costs to effect the same shall be included in Operating Expenses. All Building systems includingunknown, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements which would have been discovered in the Premises course of a reasonable inspection, existing as of the date of the execution hereof. Tenant has had an opportunity to inquire and discover 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 without limitation. 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 specified use; nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises. Tenant acknowledges that Landlord specifically does not warrant fitness of the Premises for the specified use and specifically does not warrant the Premises fit for human habitation, whatsoever. Except as may be otherwise expressly provided in this Lease, together the taking of possession of the Premises by Tenant shall constitute acknowledgement that the Premises are in good condition, and Xxxxxx agrees to accept the Premises in their presently existing condition "AS-IS", and that Landlord shall not be obligated to make any improvements or modifications thereto. Tenant is a political subdivision with the staff and resources necessary to investigate the condition of the Premises and hereby agrees and acknowledges that it has made a sufficient investigation of the condition 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 as defined in Section 5.6) and is satisfied that the Premises will safely support Tenant’s use and type of improvements, if any, to be constructed and maintained by Tenant Improvements upon the Premises. Tenant’s investigation sets a base line condition as documented in Exhibit “C” and shall be used to determine if improvements are required to make the Premises safe for homeless clients and facility staff. Investigation included a Phase I Environmental Site Assessment (ESA) (as defined in Exhibit “F”) reviewed and accepted by Landlord and any invasive sampling indicated by the results of the ESA or required by a regulatory agency with jurisdiction. Tenant Work Letterhereby acknowledges and agrees that the Premises are otherwise fully fit physically for the uses required and permitted by this Lease and that Xxxxxx accepts all risks associated therewith. Tenant acknowledges that (1) may Landlord has informed Tenant prior to the commencement of the term of this Lease that Landlord does not know nor has reasonable cause to believe that any release of any hazardous material, other than the Aerially Deposited Lead (ADL) discussed below, has come to be collectively referred located on or beneath the Premises; (2) prior to herein as the “commencement of the term of this Lease, Landlord has made available to Tenant, for review and inspection, records in the possession or control of Landlord which might reflect the potential existence of hazardous materials on or beneath the Premises; (3) Landlord has provided Tenant Improvements.” Landlord reserves the right from time to time, 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 access to the Premises and/or other parts for a reasonable time and upon reasonable terms and conditions for purposes of providing to Tenant the Building pipesopportunity to investigate, ducts, conduits, wires, appurtenant fixtures, sample and mechanical systems, wherever located in analyze the soil and groundwater on the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose presence of complying with legal requirements hazardous materials and that upon discovery of hazardous materials, Tenant shall promptly disclose the information to Landlord and such information shall be listed in Exhibit “C”; (4) by signing this Lease Tenant represents to Landlord that, except for fire/life safety for ADL and as otherwise may be stated in Exhibit “C” attached hereto and by this reference incorporated herein, Tenant does not know nor has reasonable cause to believe that any release of hazardous material has come to be located on or beneath the Building Premises; (5) the hazardous substances, other those listed in Exhibit “C”, which are introduced to the Premises, or otherwise and (iii) to comply with any federalexposed or disturbed, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with during Tenant’s business and/or operations. No incursion into or through period of use and possession as tenant of the Premises shall be made without completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations; and (6) the hazardous substances, other than those listed in Exhibit “C”, which are found on the Premises during Tenant’s consent use, possession, or development of the Premises shall be completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations. The term “hazardous substance,” as used herein, has the same meaning as that definition under Section 25316 of the California Health and Safety Code. Xxxxxx agrees that, except as otherwise expressly provided in this Lease, Tenant is solely responsible without any cost or expense to Landlord to take all actions necessary, off as well as on the case Premises, to improve and continuously use the Premises as required by this Lease and in compliance with all applicable laws and regulations. Tenant expressly acknowledges and understands that (1) use of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for a temporary emergency shelter/feeding program is being allowed at Tenant’s request; (2) the purpose Premises are not designed for temporary emergency shelter/feeding program use; and (3) the Premises lie in close proximity to a State Highway presenting an increased risk of performing any exposure for clients of its obligations contained in a temporary emergency shelter/feeding program operated on the Premises to vehicular emissions, including the possible exposure to ADL. Tenant further expressly acknowledges and understands that the operation of the State Highway will continue at all times during the anticipated term of this Lease Lease, and such entry is deniedthat normal highway traffic, Landlord shall not be deemed in default hereunder for failing highway operations, and the foreseeable misuse of a State Highway by motorists and members of the traveling public may present unique risks to perform such obligationsthe clients of a temporary emergency shelter/feeding program operating on the Premises.

Condition of Premises. 2.01. Landlord, at Landlord's sole cost and expense, shall perform the work in and to the Demised Premises described in Exhibit B annexed to this Lease (the "Workletter"). Tenant acknowledges that the Workletter represents the agreement of Landlord and 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 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 the Workletter are referred to herein as "Landlord's Work". Any upgrades or additional work not included in the Workletter and any amendments or addendums thereto, that 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 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 deliver have no obligation whatsoever to perform any such additional work, except as stated expressly in 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 Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repairExpansion Space, as the case may besame is applicable. Attached hereto as Exhibit "T" is a list of Tenant's requested upgrades or additional work that Landlord has agreed as of the date hereof to perform. Landlord shall not be obligated to accept any additional requests from Tenant for additional work in the Demised Premises except as set forth on Exhibit "T". 2.02. Landlord's Work for the Original Premises and/or the Expansion Space shall be deemed to have been substantially completed notwithstanding that minor or insubstantial details of construction, decoration or mechanical adjustment and/or minor "punch list" items remain to be performed, provided that (x) any and all required life safety systems (as hereinafter defined) in connection with the issuance of certificate of occupancy for the respective space are installed and properly functioning; (y) the aggregate cost of the "punch list" items for the Original Premises does not exceed One Hundred and Forty Thousand ($140,000) Dollars and the aggregate cost of the "punch list" items for the Expansion Space does not exceed Forty Thousand ($40,000) Dollars; and (z) the Original Premises or Expansion Space, as the same is applicable, are accessible and reasonably usable for the conduct of Tenant's business. Landlord shall provide Tenant with ten (10) days prior written notice of when it will have substantially completed the (i) Original Premises and (ii) the Expansion Space.. If Landlord shall be delayed in substantially completing Landlord's Work as a direct result of any act, neglect, failure or omission of Tenant, its agents, servants, employees, contractors, or subcontractors such delay shall be deemed a "Tenant Delay". A Tenant Delay shall include, without limitation, the following items: (i) Tenant's failure to supply necessary information requested by Landlord necessary to substantially complete the Demised Premises after written request by Landlord; or (ii) Tenant's untimely request for materials, finishes or installations other than as set forth in the Workletter which are not readily available at the time Landlord is ready to install same or are not consistent with the Workletter or the Tenant occupies Upgrades; or (iii) Tenant's changes in drawings, plans or specifications for Landlord's Work in the PremisesDemised Premises pursuant to the Workletter which would require Landlord to either refile or amend its filings with the Building Department. 2.03. The Premises Tenant shall pay to Landlord a sum equal to any reasonable additional cost to Landlord (i.e., the total cost incurred by Landlord for labor, materials and engineering in excess of the aggregate costs which Landlord would have incurred to complete Landlord's Work if there had been no Tenant Delay) in completing Landlord's Work resulting from any Tenant Delay. Any such sums shall be initially improved paid to Landlord within thirty (30) days after Tenant receives Landlord's invoices therefor. Such costs shall be collectible in the same manner as provided inadditional rent whether or not the term of this Lease shall have commenced, and subject toin default of payment thereof, Landlord shall (in addition to all other remedies) have the same rights as in the event of default of payment of Fixed Annual Rent. 2.04. If the occurrence of the Commencement Date shall be delayed by direct result of any Tenant Delay, the Commencement Date shall be accelerated by the number of days of such Tenant Delay. 2.05. Tenant, by entering into possession of the Original Premises and/or the Expansion Space for the conduct of its business, shall be deemed to have conclusively agreed that Landlord has performed all of its obligations hereunder solely with respect to Landlord's Work Letter attached hereto as Exhibit “B” with respect to applicable space, and made a part hereof. The existing leasehold improvements that the Original Premises and/or the Expansion Space are in the Premises satisfactory condition as of the date of such possession, except for latent defects and items remaining to be performed by Landlord pursuant to Section 2.01 above and subject to the one (1) year warranty given to Tenant by Landlord as set forth in Article 7. 2.06. Notwithstanding anything to the contrary contained herein, (a) if Tenant provides Landlord with an approved Plan for the Original Premises by June 20, 2005 (TIME BEING OF THE ESSENCE), and Landlord fails to deliver possession to Tenant of the Original Premises in the condition required by this LeaseLease by (i) October 15, together with 2005, Tenant shall be entitled to a rent abatement equal to one (1) day of Fixed Annual Rent for the Original Premises for each day thereafter that Landlord fails to so deliver the Original Premises to Tenant, or (ii) November 1, 2005, Tenant Improvements shall be entitled to a rent abatement equal to two (2) days of Fixed Annual Rent for the Original Premises for each day thereafter that Landlord fails to so deliver the Original Premises to Tenant; or (b) if Tenant fails to deliver to Landlord an approved Plan for the Original Premises by June 20, 2005, (i) Landlord's time to complete the Original Space shall be extended for two (2) days for each day that Tenant fails to so deliver the approved Plan to Landlord, and (ii) Tenant shall forfeit one (1) day of Holdover Rent (as defined in Article 44) for each day after June 20, 2005 that Tenant fails to so deliver the Tenant Work Letter) may be collectively referred approved Plan to herein as the “Tenant ImprovementsLandlord.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. The Plans shall create no responsibility or liability on the part of Landlord for the completeness of such plans or their design sufficiency; provided, however, Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises warrant that as of the date Commencement Date the Landlord Improvements will comply with all Applicable Law. Landlord shall have no obligation to Tenant for defects in design, workmanship, or materials of the Landlord Improvements, but shall use its reasonable best efforts to enforce the contractor's obligations therefore and shall, as appropriate under the terms of this Lease, together assign to Tenant any manufacturer's warranties with respect to the Landlord Improvements. The Landlord Improvements shall be deemed substantially completed on the date on which Landlord delivers to Tenant either (a) an occupancy permit (permanent or temporary) from the governmental agency responsible for issuing the same, or (b) a certification from Landlord's architect or construction manager stating that the Premises are substantially complete and ready for occupancy in accordance with the Plans reasonably acceptable to Tenant Improvements (as defined "Certification"), or that any remaining work fully described by the architect or construction manager on a "punch list" thereafter to be completed by the Landlord's contractor will not substantially adversely affect Tenant's ability to occupy the Premises. Tenant shall approve or reasonably disapprove the Certification within two business days after submittal to Tenant. Tenant's failure to reasonably object within such two business day period shall be conclusively deemed approval of the Certification and Premises by Tenant. Except for the punchlist, Tenant agrees, that by taking possession of the Premises, it acknowledges that it has inspected the Premises, that they are in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timegood condition, 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 that it accepts the Premises and/or other parts of the Building pipesin their then current condition, ductsTENANT HEREBY WAIVES ALL WARRANTIES, conduitsEXPRESS OR IMPLIED, wiresREGARDING THE CONDITION AND USE 0F THE PREMISES, appurtenant fixturesINCLUDING, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectBUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Landlord shall use reasonable efforts to perform any such work with the least inconvenience assign to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord any warranties for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in from Landlord's contractor, to the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and extent such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsare assignable.

Condition of Premises. Except as specifically set forth herein, Landlord shall deliver not be obligated to provide or pay for any improvement work or services related to the improvement of the Second Expansion Premises, and Tenant shall accept the Second Expansion Premises in its presently existing, “as-is” condition. In addition, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the 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 Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from Second Expansion Premises pursuant to the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure terms of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit B (the “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use 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, at Landlord’s sole cost and expense (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 repair or replace was not caused by the misuse, misconduct, damage, destruction, and/or negligence of Tenant, its subtenants and/or assignees, if any, or any company which is acquired, sold or merged with Tenant (collectively, “Tenant Damage”), or by any modifications, Alterations or improvements constructed by or on behalf of Tenant (except for the Tenant Improvements). Landlord shall coordinate such work with Tenant and shall utilize commercially reasonable efforts to perform any such work the same in a manner designed to minimize interference with Xxxxxx’s use of the least inconvenience Premises. To the extent repairs which Landlord is required to make pursuant to this Section 6 are necessitated in part by Tenant as possibleDamage, but in no event then Tenant shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against reimburse Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through an equitable proportion of the Premises shall be made without Tenant’s consent except in the case cost of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsrepair.

Condition of Premises. Landlord shall deliver the Premises Lessee acknowledges and Landlord’s Work shall recognizes that Lessee will be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingreceiving, but not limited to, HVAC, mechanical and electrical, elevators and the structure shortly after occupancy of the Building shall be in good working order and/or good repairLeased Premises, as a checklist prepared by Lessor describing the case may be, condition of the Leased Premises at the time Tenant occupies of Lessee’s possession. Lessee agrees to return said checklist to Lessor within one week of receipt, noting any discrepancies in the Premisescondition of the Apartment not indicated on said checklist. The Premises Lessee understands that if the checklist is not returned to Lessor within one week of Lessee’s receipt of the same, it shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities presumed for the purpose of complying with legal requirements for fire/life safety for this lease that said checklist adequately describes the Building condition of the Leased Premises at the time of Lessee’s at the time of Lessee’s possession. Lessee covenants that Lessee will keep said Leased Premises in good repair and will keep said Leased Premises and appurtenances in a clean and sanitary condition. If damage other than reasonable wear and tear occurs to the Leased Premises or otherwise and (iii) furnishings therein, Lessee agrees to comply with any federalnotify Lessor of such damages. If such damages are caused by the negligence of Lessee, state Lessee’s agents or local lawguests, rule or order with respect thereto the cost of such repairs shall be immediately be paid to Lessor by Lessee, including the cost of repair of damage to other portions of the Building, if any, caused by such negligence. Lessor shall thereafter repair such damages. If property of the Lessor or the regulation thereof not currently in effect. Landlord property of third parties is damaged or if any person suffers bodily injury and such damages or injury are due to the actions or inactions of the Lessee, the Lessee's guests or invitees, then Lessees shall use reasonable efforts to perform indemnify and hold harmless the Lessor and Lessors' agents or employees for any such work with damages or injuries including but not limited to the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result reasonable costs of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsdefense.

Condition of Premises. Landlord shall deliver the Premises Tenant covenants and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingagrees that, but not limited to, HVAC, mechanical and electrical, elevators and the structure upon taking possession of the Building Premises, Tenant shall be execute Commencement Letter, in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter form attached hereto as Exhibit “B” L, acknowledging (i) the Commencement Date, as defined hereinafter and made a part hereof. The existing leasehold improvements in the Premises as of the expiration date of this Lease, together with and (ii) that Tenant has accepted the Premises for occupancy and that the condition of the Premises, including the Tenant Improvements (as defined herein under defined) constructed thereon by Landlord and the Building was at that time satisfactory and in conformity with the provisions of this Lease subject to Landlord's completion of the details of construction, decoration and mechanical adjustment which, in the aggregate, are minor in character and do not materially interfere with the Tenant's use or enjoyment of the Premises, except for any defects as to which Tenant Work Lettershall give written notice to Landlord on the date of possession. Landlord shall promptly thereafter repair all such defects, but in all events not later than sixty (60) may days, provided that in the event such defect cannot be collectively referred cured within sixty (60) days, Landlord shall have commenced said repair within sixty (60) days and completed the same within a reasonable time. Such Commencement Letter shall become a part of this Lease. Notwithstanding if Landlord has not made and completed the repairs to herein defects as described in said written notice provided by the “Tenant, Tenant Improvements.” Landlord reserves shall have the right from time to timecure such defects and Landlord shall pay the reasonable costs and expenses incurred by or charged to Tenant within ten (10) days of Tenant's written notice to Landlord of such costs and expenses. Any and all hidden defects, but subject latent defects or defects shall be made known to payment Landlord by and/or reimbursement from Tenant as otherwise provided herein: (i) to installwithin 180 days after the Commencement Date or, useif longer than 180 days after the Commencement Date, maintainwithin any period covered by any warranties for any and all work performed on the Premises, repairwhich defects Landlord shall correct promptly after receipt of written notice describing such defects in reasonable detail. Landlord further covenants and agrees that correction of any hidden defects, replace and relocate for service to latent defects or defects affecting the Premises and/or other parts concerning the roof, structure and exterior areas of the Building pipeswill be the responsibility of Landlord, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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. which defects Landlord shall use correct promptly after receipt of written notice describing such defects in reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsdetail.

Condition of Premises. Tenant(s) accept the Premises “as is” and Landlord shall deliver not be responsible for making any repairs or improvements. Tenant(s) acknowledge that the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems all personal property located therein, including, but not limited to, HVACfixtures, mechanical appliances, furniture, carpets, doors, windows and electricalwindow coverings are clean and in good order and repair when their occupancy began (Any exceptions hereto shall be set forth in an attached addendum, elevators Damage Report Checklist, incorporated herein by reference), and they shall maintain in good condition and regularly clean the Premises and such personal property during the term hereof and return the same clean and in as good condition, ordinary wear and tear excepted, upon termination hereof. (Any exceptions hereto shall be set forth in an attached addendum, Damage Report Checklist, incorporated herein by reference). Upon termination, if Tenant(s) do not restore Premises to good and clean condition, Tenant(s) agree to pay Landlord additional compensation commensurate with the time necessary to restore the Premises to the same good and clean condition as they were at the beginning of the lease term. Tenant(s) shall specifically perform the following: (a) Remove all trash, garbage, bottles, cartons, unused foodstuffs, and discarded personal belongings from the unit to the outside trash facilities supplied by the Landlord. (b) Remove all appliances belonging to Tenant(s). As for any appliances that Tenant(s) no longer wants, whether at the end of the lease term, or throughout the period of the lease, Tenant(s) must arrange for their disposal at Tenant’s own expense. Unwanted appliances shall not be placed in trash facilities supplied by the Landlord. (c) Properly clean the kitchen stove (including oven and grills), refrigerator, and all plumbing fixtures. (d) Be completely moved out, and the structure unit cleaned, by noon of the Building shall be in good working order and/or good repair, as termination date. Landlord will coordinate with Nesheim’s Carpet Cleaning to arrive at noon to clean the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject tocarpets, the Tenant Work Letter attached hereto as Exhibit cost of which will be deducted from your security deposit. (e) Place all furnishing and fixtures supplied for the unit in normal positions and in the areas for their intended use. (f) Securely close and properly lock all entrances to the unit. (g) Notify any providers of utility services paid for by Tenant(s) to read the meters for “Bfinal reading” and made a part hereofpay final bills. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work LetterTenant(s) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other shall not keep inoperable or junk vehicles or parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in thereof on or about the Premises or the Building, (ii) to alter, close on any parking lot or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectstreet adjacent thereto. Landlord shall use reasonable efforts to perform may have any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold vehicles or reduce Rent objects towed or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises removed at Tenant(s) expense which shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoingdue as additional rent, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease if not removed within 10 days after written notice is mailed and postmarked to Tenant(s), by Landlord, requiring such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsremoval.

Condition of Premises. Landlord shall deliver Lessee acknowledges receipt of the Premises premises in a clean condition and Landlordin good order and repair, without exception, except for such deficiencies as Lessee sets forth in a written list of deficiencies supplied by Lessee to Lessor within 3 days of the commencement of tenancy. This requirement is intended to protect Lessee against erroneous charges. Lessee acknowledges receipt of an Inventory and Condition Report to be completed and returned to Lessor to be used for such purpose. Lessee shall: (a) keep the premises in a clean and sanitary condition; (b) dispose of all rubbish, garbage and waste in a clean and sanitary manner; (c) properly use and operate all electrical, gas and plumbing fixtures and keep the same in a clean condition; (d) not permit any person, in or about the premises with Lessee’s Work consent, to deface, damage or remove any part of the structure in which the premises are located nor the facilities, equipment or appurtenances thereto or thereon, nor himself to do any such thing; (e) occupy and use the premises in the manner in which they are designated and intended to be occupied and used. Lessee shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities liable for the purpose expense of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) any repair caused by Lessee’s failure to comply with conditions. Lessee shall not alter the premises nor wallpaper any federalportion thereof, state nor repair any damage thereto, except with Lessor’s written consent before or local lawafter an initial inspection on termination per Civil Code Section 1950(b). Lessee is obligated to do any repair-of-damage work or cleaning only through licensed, rule or order insured professionals approved in advance by Lessor in writing and to provide Lessor with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform releases from such individuals evidencing full payment for any such work repair or cleaning work, Lessee shall not install or use any dishwasher, clothes washer, clothes dryer or air conditioner in or about the premises except those which may be supplied by Lessor. MOLD FREE: On moving in, Lessee will carefully inspect the premises, particularly the bathroom and all window tracks throughout the Premises, for mold. If mold is found, LESSEE will report it to the Lessor within 3 days of taking occupancy by way of providing Lessor with the least inconvenience a written maintenance request form. Lessor shall respond to Tenant as possiblesame with reasonable promptness. If mold is not so reported, but in no event it shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through conclusively presumed that the Premises shall be made without Tenant’s consent except were delivered to Lessee mold free. Lessee understands that any growth of mold is primarily due to conditions over which Lessee, not Lessor, has control, namely moisture and ventilation. Lessee agrees to (1) Wipe down shower interiors and fixtures following each use, (2) “Crack” the bathroom window during or immediately following showering, so as to ventilate steam/moisture, and (3) If there is a fan in the case bathroom, run it while showering. Any amenities that do not affect the habitability of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for such as swimming pools, barbeque areas, and patio or picnic furniture, may be reduced or removed at the purpose Lessor’s sole discretion and the reduction or removal of performing any such amenity shall not constitute a material breach of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsAgreement.

Condition of Premises. Tenant hereby acknowledges and agrees that (a) Landlord has made no representations or warranties whatsoever to Tenant with respect to the Premises, the condition of the Premises, or the suitability for use by Tenant of the Premises in connection with the business operations of Tenant, and (b) Landlord has no obligation to Tenant whatsoever, pursuant to the Lease or otherwise, with respect to the obtaining or maintaining during or prior to the Extended Term of any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the “Governmental Authorizations”) that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the Premises by Tenant pursuant to the Lease and that any and all such Governmental Authorizations that shall or may be a condition of or so required, necessary or desired in connection with the use or occupancy of the Premises by Tenant pursuant to the Lease, shall be obtained and/or maintained by Tenant, at Tenant’s sole cost and expense. The obtaining of any Governmental Authorizations shall not be a condition precedent to the commencement of the Extended Term on December 1, 2018 or the effectiveness of any of the agreements, covenants or obligations of Tenant that pursuant to the terms and conditions of the Lease commence on or after such date (including as to the payment of Rent). Tenant hereby acknowledges and agrees that (i) the Premises are being leased to Tenant by Landlord in their “as is, where is and with all defects” condition as of the first (1st) day of the Extended Term, and (ii) Landlord shall deliver have no obligation whatsoever, pursuant to the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs Lease or otherwise, to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies make any alterations or improvements to or with respect to the Premises. The Premises Nothing set forth in clause (ii) of the preceding sentence shall be initially improved as provided inconstrued to relieve Landlord from performing, and subject toor to limit Landlord’s obligation to perform, the Tenant 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 Leaseany maintenance, together repairs, or replacements with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 respect to the Premises and/or other parts that in accordance with the terms and conditions of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) Existing Lease Landlord is obligated to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsperform.

Condition of Premises. 14.1 Tenant acknowledges that neither Landlord shall deliver nor any agent of Landlord has made any representation or warranty, express or implied, with respect to the condition of the Premises and Landlord’s Work shall or to the Project, except as set forth herein, or with respect to their suitability for the conduct of Tenant's business. 14.2 Landlord warrants to Tenant that the Tenant Improvements will be built in a good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from manner and in conformance with Exhibit "E", and all applicable building code requirements, laws, rules, orders, ordinances, directions, regulations, permits, approvals, and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and with the Rent Commencement Date rules, orders, directions, regulations, and no costs to effect requirements of any applicable fire rating bureau; that all material and equipment installed will conform with Exhibit "E" and will be new and otherwise of good quality; and that the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators Project and the structure Tenant Improvements will be free of patent and latent defects in design, materials and construction. Tenant shall have the right to submit a written "punch list" to Landlord, setting forth any defective item of construction, and Landlord shall promptly cause such items to be corrected. Tenant's acceptance of the Building Premises or submission of a "punch list" shall not be deemed a waiver of Tenant's rights to have defects in good working order and/or good repairthe Tenant Improvements or the Premises repaired at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall repair such defect as soon as possible. 14.3 Landlord warrants to Tenant that the case may beProject and the Tenant Improvements, at the time Tenant occupies of initial completion, will be in compliance with ADA and the Premises. The Premises regulations promulgated thereunder; provided, however, nothing in this Lease shall be initially improved as provided inconstrued to require Landlord to make improvements, alterations, repairs or replacements to comply with ADA unless and until required to do so by order of any government entity or court of law exercising proper jurisdiction with regard thereto, subject toto any right to appeal or otherwise contest any such order. 14.4 Landlord warrants and represents that, the Tenant 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 Leaseapplicable Delivery Date, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to installthe Premises, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipesand the Project will comply with all applicable laws, ductsrules, conduitsregulations, wirescodes, appurtenant fixturesordinances, underwriters' requirements, covenants, conditions and mechanical systems, wherever located in the Premises or the Buildingrestrictions ("Laws"), (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise will be in good and clean operating condition and repair, (iii) to comply with any federalthe electrical, state or local lawmechanical, rule or order with respect thereto or HVAC, plumbing, sewer, elevator and other systems serving the regulation thereof not currently Premises and the Building will be in effectgood operating condition and repair, and (iv) the roof of the Building will be in good condition and water tight. Landlord shall use reasonable efforts to perform shall, promptly after receipt of notice from Tenant, remedy any non-compliance with such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease warranty at Landlord's sole cost and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsexpense.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” "D" and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant 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 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 any successor provision of law. Landlord reserves the right from time to time, but but, except in the case of the installation of the initial Tenant Improvements, subject to payment by and/or reimbursement from Tenant as otherwise may be provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the BuildingProject, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements a general plan for fire/life safety for the Building 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 use reasonable efforts attempt to perform any such work with the least inconvenience to Tenant as possible, but except as provided in no event Section 11(h) below, Tenant shall Tenant not be permitted to withhold or reduce Rent Basic Rental or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s 's business and/or operations. No incursion into Except as may be requested by Tenant or through as may be required by law, Landlord may not install any columns, shafts, pipes, ducts, utility lines, conduits or equipment (collectively, "Utility Lines") in the Premises shall not located therein as of the date of this Lease unless all of the following conditions are met: (a) The Utility Lines are located in Tenant's non-public areas in locations which will not interfere with Tenant's use and enjoyment of such areas, or if, from the standpoint of sound architectural and engineering standards such Utility Lines cannot be made located in the non-public areas without extraordinary cost, then the same are located completely beneath the floor or completely within the walls of public areas or completely above the Tenant’s consent 's hung ceiling, except that: (i) the Utility Lines may not displace or interfere with the location or placement of Tenant's Utility Lines serving the Premises, it being understood that Tenant's Utility Lines have priority in their location in the Premises, and (ii) with respect to the ceiling area, in no event may the Utility Lines extend lower than a height which is twelve (12) feet above the finished floor of the Premises, and (iii) if no finished ceiling is installed by Tenant, such area will not be available to Landlord for this purpose and Landlord will be restricted to the sub-floor or interior walls as hereinbefore described; and (b) Such work is performed during hours that Tenant is not open for business (except in the case of an emergency. Notwithstanding the foregoingemergencies) unless Tenant, in the event Landlord requires entry into the Premises for the purpose of performing any exercise of its obligations contained in this Lease and such entry is deniedreasonable discretion, Landlord shall not be deemed in default hereunder for failing to perform such obligationsagrees otherwise.

Condition of Premises. Landlord shall deliver Tenant's taking possession of the Premises and Landlord’s Work for beneficial use in the conduct of its business therein shall be conclusive evidence that the Premises were in good order and workmanlike using first class materialssatisfactory condition when Tenant took possession. Landlord’s Work is hereby warranted No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or the Property (or to provide Tenant with any credit or allowance for one year from the Rent Commencement Date same), and no costs to effect representation regarding the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure condition of the Building shall be Premises or the Property, have been made by or on behalf of Landlord or relied upon by Tenant, except as stated in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter Agreement attached hereto as Exhibit “B” B. Provided Tenant has delivered to Landlord evidence reasonably satisfactory to Landlord that all insurance required to be carried by Tenant hereunder is effective, then, subject to the terms and made a part hereofconditions set forth below, Tenant and its consultants and contractors shall be permitted to enter the Building and the Premises during the ten (10) day period immediately preceding the Commencement Date (the "Pre-Occupancy Period") for the purpose of installing Tenant's voice and data cabling and wiring, furniture, fixtures and equipment in the Premises; provided that such access by Tenant during the Pre-Occupancy Period shall not interfere with, or delay the completion of, the Tenant Work. The existing leasehold improvements Tenant shall not be required to pay any Base Rent or any other cost or charge in connection with its entry into the Premises during the Pre-Occupancy Period unless Tenant commences to undertake its business operations therein during the Pre-Occupancy Period. In connection with the undertaking of any work by Tenant in the Premises during the Pre-Occupancy Period, Tenant's contractors shall comply with all reasonable rules and regulations promulgated by Landlord in connection with the performance of work in the Building. Landlord shall determine, and give reasonable advance notice to Tenant of, the days and hours of the day during which Tenant's contractors may undertake work in the Premises during the Pre-Occupancy Period in order to coordinate such schedules with those of the contractors and subcontractors performing portions of the Tenant Work, which schedule shall be subject to change by Landlord upon reasonable advance notice to Tenant. Any delay in Landlord's substantially completing the Tenant Work which results from (i) Tenant's contractors' failure to abide by the terms of such schedule, or (ii) interference by Tenant's contractor(s) with the contractors and/or subcontractors undertaking the Tenant Work shall constitute a Tenant Delay and the Commencement Date shall be deemed to have occurred as of the date of this Lease, together with the Commencement Date would have otherwise occurred but for such Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant ImprovementsDelay.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord shall deliver The parties acknowledge that until the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, "Start Date," as the case may beterm is defined in the Tenant Work Letter, at the time Tenant occupies the Premises. The Premises shall be initially improved leased to Tenant in its "as is" condition. Thereafter, the Premises shall be renovated as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” "D" and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “"TENANT IMPROVEMENTS." The taking of possession of the Premises by Tenant Improvements.” shall conclusively establish that the Premises and the Project were at such time in satisfactory condition; provided, however, that the foregoing shall not be deemed to relieve Landlord of any repair obligations otherwise set forth in this Lease. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the BuildingProject, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements a general plan for fire/life safety for the Building 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 use reasonable efforts 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 reduce Rent Basic Rental or other charges due hereunder as a result of same same, make any claim for constructive eviction or otherwise make claim against Landlord for interruption or interference with Tenant’s 's business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord shall deliver 14.1 Subject to the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure terms of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit and this Lease, Tenant acknowledges and agrees that Tenant is taking possession of the Premises in their “Bas-is” condition and that neither Landlord nor any agent of Landlord has made a part hereof. The existing leasehold improvements any representation or warranty, express or implied, with respect to the condition of the Premises, or with respect to their suitability for the conduct of Tenant’s business. 14.2 Subject to the terms of the Tenant Work Letter and this Lease, Tenant’s taking possession of the Premises shall constitute acceptance of the Premises in the Premises as condition in which they then exist, and shall waive any right or claim Tenant may have against Landlord for any cause directly or indirectly arising out of the date condition of the Premises, appurtenances thereto, the improvements thereon and the equipment thereof. 14.3 Landlord hereby assigns to Tenant, and Tenant shall have the benefit of on a non-exclusive basis, any and all warranties (if any) with respect to the design, materials and construction of the improvements within the Premises which are assignable to Tenant. Landlord and Tenant agree to cooperate with regard to the enforcement of all such warranties, rights and claims. All such warranties, rights and claims shall revert to Landlord exclusively upon the expiration or earlier termination of this Lease. Tenant shall comply with whatever maintenance and similar standards are required to maintain any applicable warranties in affect. 14.4 Landlord shall not be sued or named as a party in any suit or action to enforce any such warranty except as may be necessary to secure jurisdiction of Landlord or to the extent necessary to enforce any such warranty. Landlord shall not be required to answer or otherwise plead to any complaint and no judgment will be taken or writ of execution levied against Landlord with respect thereto. Without limited the foregoing, Tenant shall (i) not name Landlord as a party or participant in any suit or action to such warranty except as may be necessary to secure jurisdiction of Landlord or to the extent necessary to enforce any. such warranty, (ii) Tenant shall indemnify, defend and hold harmless Landlord against any claims, suits or actions related to the enforcement of any such warranties. 14.5 At the expiration, or earlier termination of this Lease, together or upon the exercise of any right of Landlord to dispossess Tenant from the Premises, Tenant shall surrender the Premises in good and clean condition and repair, ordinary wear and tear, casualty and condemnation excepted, and in accord with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvementsrequirements of this Lease, including Article 33 hereof.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord shall deliver Tenant acknowledges that it is leasing the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from during the Rent Commencement Date and no costs to effect the same shall be included Extension Term in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, its “as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided inis” condition, and subject tothat no agreements to alter, the Tenant 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 Leaseremodel, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timedecorate, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in clean or improve the Premises or the Building, (ii) to alter, close Building have been made by Landlord or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenantparty acting on Landlord’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencybehalf. Notwithstanding the foregoing, Landlord shall, so long as Tenant is not then in default under the event Lease beyond applicable periods of notice and cure, provide Tenant with an allowance of $187,074.00 (the “Allowance”). The Allowance shall be used, at Tenant’s option exercised by written notice to Landlord requires entry into no later than July 31, 2012 (the “Allowance Notice”), as either (a) a credit against the Base Rent accruing under the Lease commencing September 1, 2012, or (b) a credit against the cost of Landlord’s painting and carpeting the Premises for using Building standard materials (“Landlord’s Work”). If Tenant elects to take the purpose Allowance as a credit against Base Rent, then Landlord shall apply the Allowance against the Base Rent accruing under the Lease commencing September 1, 2012 until the Allowance has been exhausted. If Tenant elects to take the Allowance as a credit against the cost of performing any of its obligations contained in this Lease and such entry is deniedLandlord’s Work, Landlord shall not commence performing Landlord’s Work promptly after receipt of the Allowance Notice, provided that in no event shall Landlord be required to commence Landlord’s Work before September 1, 2012. If the actual cost of Landlord’s Work shall exceed the Allowance, Landlord shall notify Tenant of such actual cost, which notice shall include reasonable evidence of the actual cost of the Landlord’s Work. The amount by which the actual cost of Landlord’s Work exceeds the Allowance is referred to herein as “Excess Cost”. Tenant shall pay to Landlord the Excess Cost, if any, within ten (10) days after Tenant’s receipt of Landlord’s written demand. If, after completion of Landlord’s Work, the actual cost of Landlord’s Work is less than the Allowance, Tenant shall be entitled to an abatement of Base Rent next accruing under the Lease in an amount equal to the difference, so long as no default shall then exist. Landlord shall have no obligation to apply the Allowance against Base Rent or to commence or continue with the completion of Landlord’s Work at any time that Tenant is in default under the Lease beyond applicable cure periods. Tenant shall grant Landlord and Landlord’s contractors such access as to the Premises as may be necessary or desirable for Landlord to complete Landlord’s Work, and no such entry shall be deemed an eviction or a partial eviction or entitle Tenant to abatement of rent or any other remedy. Tenant shall cooperate with Landlord in default hereunder for failing the performance of Landlord’s Work, including, without limitation, moving employees, furniture, equipment and other personal property as may be reasonably requested by Landlord in order to perform such obligationsensure the expeditious and safe completion of Landlord’s Work.

Condition of Premises. Landlord represents and warrants that it shall deliver the Premises to Tenant in broom-clean condition and free of debris, with all existing Building fire and life safety, plumbing, electrical and HVAC systems (collectively, “Operating Systems”) in good operating condition and repair, and free of latent and structural defects and with the roof and windows free from leaks. If any of such Operating Systems fail during the applicable warranty period specified below or if the roof leaks during the applicable warranty period specified below, as Tenant’s sole remedy for Landlord’s Work breach of this warranty, Landlord shall, as Landlord’s sole obligation, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such failure, repair same at Landlord’s expense (and without inclusion as a Operating Expense); provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the negligent acts or omissions of Tenant and/or any of Tenant’s Parties, or otherwise caused by Tenant or any of Tenant’s Parties, or any misuse of any Operating System or alteration performed by Tenant or any Tenant Party. The warranty period for the Operating Systems shall be good thirty (30) days after delivery of the Premises to Tenant, and workmanlike using first class materialsthe warranty period for the roof shall expire as of December 31, 2010. Landlord’s Work is hereby warranted for one year from If Tenant does not give Landlord the Rent Commencement Date and no costs to effect the same required notice within said warranty period, correction of any such failure shall be included the responsibility of Tenant as required in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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. Tenant acknowledges that, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant except as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained expressly set forth in this Lease and such entry the Work Letter neither Landlord nor any agent of Landlord has made any representation or 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 denied, condition on delivery by Landlord. Landlord shall not be deemed responsible for construction of any of Tenant’s Initial Alterations, which shall be constructed by Tenant in default hereunder for failing to perform such obligationsaccordance with Exhibit H attached hereto.

Condition of Premises. Landlord (a) Sublandlord shall deliver the Subleased Premises to Subtenant in its present condition, “AS IS” and “WITH ALL FAULTS,” on or before the Commencement Date, subject to all other provisions of this Sublease. Sublandlord shall leave the equipment identified on Exhibit C attached hereto in the Subleased Premises for Subtenant’s use (the “Equipment”). Sublandlord shall have no duty to repair or replace the Equipment during the Term of this Sublease, and Sublandlord makes no representation or warranty as to the quality or condition of the Equipment. If required by Sublandlord or Landlord’s Work , Subtenant shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year remove the Equipment from the Rent Commencement Date Subleased Premises upon expiration or termination of this Sublease and shall repair any damage caused by such removal. (b) Sublandlord has no costs duty to effect construct, improve, alter, modify or provide an improvement allowance to Subtenant for the same Subleased Premises; provided, however, if it becomes necessary during the Term, Sublandlord shall be included install common hallways or other access-ways within the Premises in Operating Expensesorder to provide continued access to the Subleased Premises. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure Subtenant’s possession of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Subleased Premises shall be initially improved as provided inconstitute an acknowledgment by Subtenant that Subtenant has had an opportunity to inspect the Subleased Premises, Subtenant has found the Subleased Premises fit for Subtenant’s use, and that Subtenant accepts the Subleased Premises in its -AS IS” condition and subject toto all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as use of the date of this LeaseSubleased Premises. (c) SUBTENANT ACKNOWLEDGES THAT NEITHER SUBLANDLORD NOR MASTER LANDLORD HAS MADE OR WILL MAKE ANY WARRANTIES TO SUBTENANT WITH RESPECT TO THE QUALITY OF CONSTRUCTION OF ANY LEASEHOLD IMPROVEMENTS OR TENANT FINISH WITHIN THE SUBLEASED PREMISES OR AS TO THE CONDITION OF THE SUBLEASED PREMISES, together with the Tenant Improvements EITHER EXPRESS OR IMPLIED, AND THAT SUBLANDLORD AND MASTER LANDLORD EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE SUBLEASED PREMISES ARE OR WILL BE SUITABLE FOR SUBTENANTS INTENDED COMMERCIAL PURPOSES. EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN, SUBTENANT’S OBLIGATION TO PAY RENTALS UNDER THIS SUBLEASE IS NOT DEPENDENT UPON THE CONDITION OF THE SUBLEASED PREMISES OR THE BUILDING (as defined in the Tenant Work LetterNOW OR IN THE FUTURE) may be collectively referred to herein as the “Tenant ImprovementsOR THE PERFORMANCE BY MASTER LANDLORD OF ITS OBLIGATIONS UNDER THE LEASE, AND SUBTENANT SHALL CONTINUE TO PAY THE RENTALS HEREUNDER WITHOUT ABATEMENT, SETOFF OR DEDUCTION NOTWITHSTANDING ANY BREACH BY SUBLANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER OR BY MASTER LANDLORD OF ITS DUTIES OR OBLIGATIONS UNDER THE LEASE, WHETHER EXPRESS OR IMPLIED.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Prior to Rent Commencement Date, Landlord shall, at Landlord’s sole cost and expense, provide backup power to the fire suppression system acceptable to Tenant, and in compliance with all applicable laws, codes, and ordinances. Prior to Rent Commencement Date, Landlord shall deliver upgrade the Premises power supply which necessarily includes adding an additional transformer or transformers, and Landlord’s Work bringing power to the building electrical panels in a location acceptable to Tenant, to provide 4,000 amp service, pursuant to plans, specifications, and bids first approved by Tenant and in compliance with all applicable laws, codes, and ordinances. Landlord shall be good responsible for the first Fifty Thousand Dollars ($50,000.00) of the cost and workmanlike using first class materialsexpense such upgrade to the power supply. Landlord’s Work is hereby warranted for one year In the event the cost and expense of such upgrade to the power supply pursuant to bids approved by Tenant exceeds Fifty Thousand Dollars ($50,000.00), the amount in excess of Fifty Thousand Dollars ($50,000.00) shall be reimbursed by Tenant to Landlord by amortizing said excess amount over that portion of the initial term of the Lease from the Rent Commencement Date and no costs to effect the same end of the initial term, in equal monthly installments. Said reimbursement installments shall be included in Operating Expensespaid, commencing on Rent Commencement Date, together with Tenant’s Base Rent Payment due under this Lease, as Additional Rent. All Building Landlord warrants and represents to Tenant that all heating, equipment and systems, air conditioning, ventilation equipment and systems, all electrical equipment and systems, all plumbing equipment and systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or as of Rent Commencement Date. Tenant’s entry into possession shall constitute presumptive evidence against Tenant that the Premises were in good repair, as order and satisfactory condition and suitable for the case may be, purposes for which they are leased at the time of entry, subject however to latent defects, and any defects or punch list items communicated by Tenant occupies to Landlord in writing within fifteen (15) days after the Rent Commencement Date. Neither Landlord not Landlord’s agents have made any representations or warranties with respect to the physical condition of the building or the land upon which it is erected or any other portion of the Premises, except as herein expressly set forth. The Premises shall be initially improved as provided in, Tenant acknowledges and subject to, the agrees that Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in has inspected the Premises and agrees to take the same “as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.is,” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant except as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsLease.

Condition of Premises. Landlord shall The Buyer represents that he has inspected the Property, is satisfied with the physical condition thereof and agrees to accept the Property in its present condition, "as is", subject to reasonable wear and tear to the Closing Date. The Buyer represents that neither Seller nor any representative of the Seller has made any representation or warranty as to the Property on which Xxxxx has relied in entering into this Contract except as expressly set forth in this Contract. The Seller agrees to deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from Property to the Rent Commencement Buyer on the Closing Date and no costs to effect in substantially the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, condition as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of exists on the date of this LeaseContract, reasonable wear and tear excepted, and the Buyer agrees to accept the Property in such condition subject to satisfaction of the Inspection Contingency; (b) The grounds shall be maintained by the Seller until the Closing Date including lawn mowing, leaf raking and snow and ice removal from walks and driveways; (c) Seller shall remove all personal property not included in the sale and shall deliver to the Buyer all keys available to the Seller; (d) The Buyer shall have the right to inspect the Property prior to the Closing at a time mutually agreed upon to confirm that the condition of the Property conforms to the requirements of this Contract. Risk of Loss, Damage: The risk of loss or damage by fire or other casualty to the Property until the Closing Date is assumed by the Seller. In the event of loss or damage occurring prior to the delivery of the Deed, Seller shall repair and restore the Property prior to the Closing Date, or, may delay the closing at his option for up to the earlier of thirty (30) days from the date of such loss or damage or the date Buyer's mortgage loan commitment expires ("Delay Period") in order to complete restoration or repairs. If at the expiration of the Delay Period the Seller has failed to repair or restore the Property to its condition prior to the loss or damage, the Buyer shall have the option of: (a) Terminating this Contract, in which event the Deposit together with any amounts actually expended by the Tenant Improvements Buyer for the examination of title (as defined in the Tenant Work Letternot to exceed $250.00) may shall be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 remitted to the Premises and/or other parts Buyer and thereupon the parties shall have no further rights and obligations under this Contract; or (b) Closing title by accepting the Deed conveying the Property in accordance with all of the Building pipesother provisions of this Contract and receiving the benefit of any insurance policies or funds paid or recoverable on account of such loss or damage, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in less any sums actually expended by the Premises Seller for restoration or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectrepairs. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord The Seller shall not be responsible for loss or damage to trees or other plantings due to natural causes provided such loss or damages does not exceed $250. Escrow of Deposit: The Initial Deposit and Additional Deposit (collectively the "Deposit") shall be paid not later than the date(s) specified in Paragraph 5. Seller's attorney, as escrow agent, shall hold the Deposit in a non-interest bearing account until Closing or prior termination of this Contract. The Deposit shall be paid to the Seller at Closing. In the event of termination prior to Closing, the escrow agent shall (a) retain the Deposit in escrow until directed to disburse the Deposit by mutual agreement of the parties or by court order; or (b) commence an interpleader action and pay the Deposit into court whereupon the escrow agent shall be relieved of all further obligation. In the event that the Additional Deposit is not paid when due, Seller may give written notice of such failure to Buyer by certified mail, facsimile or hand delivery and if such Additional Deposit is not paid within five (5) days thereafter, this Contract shall be deemed terminated for Buyer's default and the Initial Deposit shall be delivered to and retained by the Seller as liquidated damages, and thereupon, the parties shall be relieved of all further liability hereunder except as otherwise specifically set forth herein. The escrow agent shall not be liable for any error of judgment, or for any act performed or omitted in default hereunder good faith, or for failing to perform such obligations.any mistake of law. , Page 3 of Real Estate Contract Dated: For Property Known As:

Condition of Premises. Landlord shall deliver Tenant acknowledges and agrees that its possession of the Premises and Landlordafter November 1, 2009, is a continuation of Tenant’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure possession of the Building shall be in good working order and/or good repair, as Premises under the case may be, at Lease. Tenant is familiar with the time Tenant occupies condition of the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in agrees to accept the Premises as in their existing condition “AS IS”, without any obligation of Landlord to remodel, improve or alter the date of this LeasePremises, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such other construction or work of improvement upon the Premises, or to provide Tenant with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold any construction or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencyrefurbishing allowance. Notwithstanding the foregoing, Landlord may elect at any time after the RP Commencement Date, at Landlord’s sole cost and expense, to install a demising wall as depicted in Exhibit A attached hereto which shall separate the Reduction Premises from the Premises and in connection therewith perform such other related work as may be reasonably necessary or required by applicable laws, rules and regulations so as to separate the lighting, HVAC, and fire life safety systems in the event Premises from the Reduction Premises (collectively, the “Demising Work”) provided that Landlord requires entry into will give Tenant five (5) business days advance notice before beginning the Demising Work. Tenant acknowledges and agrees that the Demising Work will be installed and constructed by Landlord in the Premises during the period of Tenant’s occupancy of the Premises; however the completion of such Demising Work therein shall not affect Tenant’s obligation to pay Rent and to perform all of Tenant’s covenants and obligations under the Lease. Tenant hereby expressly (i) agrees that Tenant shall have no right or claim to any abatement, offset or other deduction of the amount of Rent payable by Tenant for the purpose Premises due to the installation and construction of performing any of the Demising Work, (ii) grants Landlord access to any and all of the Premises to perform the Demising Work, (iii) waives any rights or claims Tenant may have at law or in equity with respect to any interference with Tenant’s conduct of its operations in and about the Premises during the pendency of the work associated with the Demising Work, and (iv) agrees not to interfere, and not to allow any of Tenant’s Representatives to interfere, with Landlord and its contractors, representatives and consultants in the performance of the Demising Work. In the performance of the Demising Work, Landlord agrees to commence and diligently pursue the same to completion and to use commercially reasonable efforts not to materially interfere, and not to allow any of its obligations contained contractors and agents to materially interfere, with Tenant’s operations in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsabout the Premises.

Condition of Premises. Landlord shall deliver 5.1 By taking possession of any part of the Premises hereunder, Tenant shall be deemed to have accepted the Premises as being in good order, condition and repair, and otherwise in its then existing “as is” and “where is” condition as of the Commencement Date, other than for latent defects in Landlord’s Work of which Tenant notifies Landlord promptly following discovery thereof, but in no event later than one (1) year following the Commencement Date. The foregoing, however, shall not be deemed or construed to release Landlord from any of its obligations set forth in this Lease, including its obligation to provide services and utilities under Article 7 below, or to repair, maintain and operate the Building in a manner consistent with comparable office buildings in midtown Manhattan (subject, in each case, to the terms and provisions of this Lease). Landlord shall not be obligated to perform any work whatsoever to prepare the Premises for Tenant, except that, prior to the Commencement Date, Landlord shall have substantially completed the work set forth on Exhibit C hereto (“Landlord’s Work”) in a good and workmanlike using first class materialsmanner, with Building standard materials and at Landlord’s cost. Tenant acknowledges that, except as may otherwise be expressly provided in this Lease, neither Landlord, nor any employee, agent nor contractor of Landlord has made any representation or warranty concerning the Land, Building, Common Areas or Premises, or the suitability of any for the conduct of Tenant’s business. Landlord reserves, for Landlord’s use, any of the following (other than those installed by or for Tenant’s exclusive use) that may be located in the Premises: janitor closets, stairways and stairwells; fans, mechanical, electrical, telephone and similar rooms; and elevator, pipe and other vertical shafts, flues and ducts. In connection with Landlord’s Work, “Substantial Completion” or “substantially completed” or “substantially complete” means that Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included has been completed in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 accordance with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts provisions of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Buildingthis Lease applicable thereto, (ii) to alterthe plans and specifications for such Landlord’s Work, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) all applicable Laws and other requirements, except for minor and immaterial details of construction, decoration and mechanical adjustments, if any, the non-completion of which do not materially interfere with Tenant’s use of the Premises, or which, in accordance with good construction practice, should be completed after the completion of other work to comply be performed in the Premises (“Punch List Items”), completion of which shall not materially interfere with Tenant’s ability to perform the Initial Installations. Following the Commencement Date, Landlord shall perform the work set forth on Exhibit C-1 hereto (“Landlord’s Additional Work”). Tenant shall permit Landlord access to the Premises to perform Landlord’s Additional Work, and Landlord and Tenant shall cooperate with one another to minimize interference with, as applicable, the performance of the Initial Improvements and Landlord’s Additional Work. Landlord and its employees, contractors and agents shall have access to the Premises at all reasonable times for the performance and completion of Landlord’s Work, Landlord’s Additional Work and Punch List Items, and for the storage of materials reasonably required in connection therewith, and Tenant will use all reasonable efforts to avoid any federalinterference with the performance of Landlord’s Work, state or local lawLandlord’s Additional Work, rule or order with respect thereto or the regulation thereof not currently in effectand Punch List Items. Landlord shall use reasonable efforts to perform any such work with complete Punch List Items within thirty (30) days for Landlord’s Work and forty-five (45) days for Landlord’s Additional Work after its receipt of the least inconvenience “punch list” from Tenant, subject to Tenant Delay. There shall be no rent abatement or allowance to Tenant for a diminution of rental value, no actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under the Lease, and no liability on the part of Landlord, by reason of inconvenience, annoyance or injury to business arising from the performance of Landlord’s Additional Work or Punch List Items or the storage of any materials in connection therewith, provided, however, Landlord will take all commercially reasonable actions to minimize any disruption to Tenant’s business activities as possibleLandlord completes the Punch List Items. Notwithstanding anything to the contrary contained herein, but if Tenant has obtained all necessary plans (as approved by Landlord pursuant to the applicable sections of this Lease), permits, New York City Department of Buildings (DOB) and other applicable agency approvals, Tenant has executed contracts in no event shall place in order to commence the Initial Improvements and is actually ready to commence the Initial Improvements, and any delay in the Substantial Completion of Landlord’s Additional Work is actually delaying and preventing Tenant be permitted to withhold or reduce Rent or other charges due hereunder from commencing the Initial Improvements as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through thereof, the Premises Rent Commencement Date shall be made without Tenantdeferred by one (1) day for each day until the earlier of Substantial Completion of Landlord’s consent except in Additional Work or when the case remainder of an emergency. Notwithstanding Landlord’s Additional Work is no longer delaying Tenant from commencing the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsInitial Improvements.

Condition of Premises. Landlord shall deliver cause the Premises base building heating, ventilation and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingair conditioning, but not limited to, HVAC, mechanical and electrical, elevators lighting, plumbing, sewer and life-safety systems and the structure roof of the Building shall Project to be in good working order and/or and condition as of the Commencement Date (and with respect to the Must Take Space, as of the Must Take Commencement Date). In furtherance of the foregoing, Tenant may notify Landlord in writing if any such systems or such roof is not in good working order or condition at any time on or before the date which is sixty (60) days after the Commencement Date (or with respect to the Must Take Space, at any time on or before the date which is sixty (60) days after the Must Take Commencement Date), in which case Landlord shall promptly make any necessary repairs to such systems or roof at no cost or charge to Tenant (as a Direct Cost or otherwise). Without in any way limiting Landlord’s other repair, as maintenance, or other obligations under this Lease, Tenant’s failure to so notify Landlord within such sixty (60) day periods shall be deemed to constitute Landlord’s satisfaction of its obligation to cause such items to be in good working order and condition. As indicated in Section 1 of the case may beTenant Work Letter, at prior to the time Tenant occupies Commencement Date, Landlord shall remove the batteries from the non-functional UPS system in the Premises. The remaining UPS system for the Premises shall be provided in its “as is” condition and notwithstanding anything to the contrary contained in this Lease, Landlord shall have no obligation for maintenance and repair of such system. Subject to and without in any way limiting Landlord’s other repair, maintenance , or other obligations under this Lease, Tenant hereby agrees that except as provided in this Article 8 above or in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall be taken “as is”, “with all faults”, without any representations or warranties that are not specifically stated in this Lease, 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 (or has voluntarily elected not to do so), 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 suitability of the Premises or Project 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 that is not expressly stated in this Lease and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project (and Landlord’s obligations under this Lease) 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 “BD” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.part

Condition of Premises. Landlord shall deliver ALTERATIONS AND ADDITIONS ----------------------------------------------- A. Except as expressly provided in paragraph 11.C below, the Premises are being leased on an absolutely "AS IS" basis. No representations, except such as are contained herein or endorsed hereon, have been made to Tenant respecting the condition of the Premises and Landlord’s Landlord shall have no obligation to make any repairs or improvements to the Premises except as may be expressly stated herein. Without limiting the foregoing the Landlord makes no warranty or representation with respect to the accuracy of any information shown on Exhibit A, or with respect to the actual square footage of the Premises. In the event that any alterations, in or to the 4 Premises are required to meet the needs of Tenant, then Tenant agrees that Tenant will make all such alterations, in or to the Premises at the sole expense of Tenant. Except as described in this Lease, Tenant shall not make any alterations or additions to the structural or mechanical components of the Building, but may make non-structural alterations provided Landlord consents thereto in writing, which consent shall not be unreasonably withheld. Tenant agrees that Tenant's Work shall and any alterations or additions to the Premises will be performed in a good and workmanlike using first class materialsmanner. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date Any such work shall also be done in compliance with all laws, codes, rules and no costs regulations pertaining to effect the same such work and Tenant shall be included responsible for obtaining any permits and approvals that may be required in Operating Expensesconnection with any such work. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building Any alterations or other improvements made by Tenant shall be in good working order and/or good repair, as the case may be, removed by Tenant at the time Tenant occupies vacates the Premises, and Tenant shall restore the Premises to the same condition they were in immediately before the making of such alterations, partitions, additions or improvements unless Landlord otherwise elects. If Landlord so elects, any alterations, additions or other improvements, made by Tenant shall become the property of Landlord. Tenant agrees that Tenant shall indemnify and save Landlord harmless from and against all expenses, liens, damages or claims arising in connection with the making of any repairs, alterations, partitions, additions or improvements in or to the Premises. The Premises parties agree that Tenant shall never have the right to cause the creation of a lien over the property demised hereunder, and Tenant shall immediately pay or cause to be discharged or rendered ineffective any lien or encumbrance over the Property or the interests of Landlord. B. All partitions, alterations, betterments and improvements and all personal property of any kind or description whatsoever in the demised premises shall be initially improved as provided inat Tenant's sole risk, and subject Landlord shall not be liable for any damage done to, or loss of such partitions, alterations, betterments, improvements or such personal property. C. Prior to the Tenant Work Letter Commencement Date, Landlord, at Landlord's expense, shall build-out the Premises in accordance with mutually agreed upon plans which are 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.B.

Condition of Premises. Landlord shall deliver the Premises to Tenant in broom-clean condition and Landlord’s Work shall be good free of debris, with the existing Building-standard plumbing, lighting, and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from HVAC systems (collectively, the Rent Commencement Date and no costs to effect the same shall be included in “Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be Systems”) in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premisesoperating condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made If a part hereof. The existing leasehold improvements in the Premises non-compliance with such warranty exists as of the date 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 Leasewarranty, together with the Tenant Improvements (Landlord shall, as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timeLandlord’s sole obligation, but subject to payment by and/or reimbursement promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, repair same at Landlord’s expense; provided, however, 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 after delivery of the 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 non-compliance, malfunction or failure shall be the obligation of Tenant at Tenant’s sole cost and expense. Tenant acknowledges that, except as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained 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, 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 entry is deniedtime 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 not be deemed in default hereunder of no force or effect if immediately prior to the Commencement Date, Tenant was the owner or occupant of the Premises. In such event, Tenant shall be responsible for failing to perform such obligationsany necessary corrective work.

Condition of Premises. Landlord shall deliver the Premises and represents that, to Landlord’s Work shall be good Knowledge (as defined in Paragraph 7.4) the Building and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from Premises complied on the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure date of commencement of construction of the Building shall be in good working order and/or good repairwith all applicable laws and codes, including the Americans with Disabilities Act and including applicable seismic codes. Tenant hereby acknowledges: (a) that it has been advised by Landlord to satisfy itself with respect to all aspects of the condition of the Premises, including, without limitation, as to the case physical condition of the Building, and all structural and nonstructural components and systems contained therein, the possible impact and application of applicable laws to Tenant’s prospective use, occupancy and/or alteration of the Premises (including, without limitation, all aspects of the Building and the Premises which do or may beviolate codes, at ordinances, rules or other laws now in effect (collectively “Applicable Laws”), all aspects of the time Tenant occupies Premises relating to the existence of Hazardous Materials (defined below) and the environmental condition of the Premises. The Premises shall be initially improved as provided in), and subject to, the Tenant Work Letter attached hereto as Exhibit “B” present and made a part hereof. The existing leasehold improvements in future suitability of the Premises for Tenant’s intended use, (b) that Tenant has made such investigations as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to Tenant’s occupancy of the date Premises and/or the term of this Lease, together and (c) that neither Landlord nor any of Landlord’s agents has made any oral or written representations or warranties with respect to the said matters other than as set forth in this Lease. Promptly following Landlord’s delivery of notice of the Commencement Date pursuant to Paragraph 3.1, and in accordance with the Work Letter Agreement, Landlord and Tenant Improvements will jointly conduct a walk-through inspection of the Premises and will jointly prepare a punch-list (as defined in “Punch-List”) of items required to be installed by Landlord under the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the Premises and/or caused by Tenant’s move-in or early entry, which damage will be corrected or repaired by Landlord, at Tenant’s expense or, at Landlord’s election, by Tenant, at Tenant’s expense. Except as otherwise expressly provided in this Lease, including, without limitation, Landlord’s obligations under Paragraph 9, and other parts than the items specified in the Punch-List, by taking possession of the Building pipesPremises, ductsTenant will be deemed to have accepted the Premises in its condition on the date of delivery of possession, conduitssubject to all applicable zoning, wiresmunicipal, appurtenant fixturescounty and state laws, ordinances and mechanical systemsregulations and private covenants, wherever located conditions and restrictions governing and regulating the use and occupancy of the Premises and to have acknowledged that the Landlord’s Work has been completed as required by the Work Letter Agreement and that there are no additional items needing work or repair by Landlord, except with respect to defects that are not apparent in a visual inspection. Landlord will use commercially reasonable efforts to cause all items in the Punch-List to be repaired or corrected within thirty (30) days after the preparation of the Punch-List. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises or any portions thereof or with respect to the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any suitability of the above activities same for the purpose conduct of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsbusiness.

Condition of Premises. Except for the Tenant Improvements item on the --------------------- Schedule, the Renovation Work (as defined below), Landlord's obligation to thoroughly clean the Premises prior to delivering the same to Tenant, Landlord's obligations under this Section 3A, any representations and warranties contained in this Section 3A, and any other express obligations of Landlord hereunder, Landlord is leasing the Premises to Tenant absolutely "as is", without any obligation to alter, remodel, improve, repair or decorate any part of the Premises. Landlord shall deliver cause the Premises to be completed in accordance with the Tenant Improvement Agreement attached as Appendix C. Except as expressly provided below in this Xxxxxxx 0X, Xxxxxxxx expressly disclaims any warranty or representation, express or implied, with respect to the Project or any portion thereof, including, without limitation, any warranty or representation as to fitness, condition, the existence of any defect, patent or latent, merchantability, quality or durability. Tenant acknowledges that Landlord plans, at its sole cost and expense and not as a part of Operating Costs, to renovate and/or improve the Buildings, which shall include a card key access system in 0000 Xxxx Xxxxxxx Xxxxx, and otherwise as described in those certain plans dated May 13, 1998 prepared by Behr Xxxxxxx and entitled Corporate Plaza at Westlake Spectrum Lobby Remodel (the "Renovation Plans"), a copy of which has been ---------------- delivered to Tenant (the "Renovation Work"). Tenant recognizes that the --------------- Renovation Plans delivered to Tenant are not in final form, and that Landlord may, in its sole discretion, modify said plans to conform to Landlord’s 's vision for the Project and otherwise as reasonably required to address construction problems. Landlord shall in the course of performing the Renovation Work use reasonable and commercially practicable efforts to minimize interference with Tenant's occupancy of the Premises or the operations of the back up generator for Tenant's computer room described in Section 5H. Tenant acknowledges, however, that some interference to Tenant's occupancy is inevitable, and that Landlord shall not be good and workmanlike using first class materials. Landlord’s Work is hereby warranted in default hereunder or be liable for one year from any damages directly or indirectly resulting from, nor shall the Rent Commencement Date required hereunder be abated by reason of such renovations and/or improvements. Landlord represents and no costs warrants to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, Tenant that all mechanical and electrical, elevators and the structure of life safety systems in the Building shall be are in good working order and/or good repairthat, as to the case may bebest of its knowledge, the Building is structurally sound, and is properly zoned for general office use. Landlord further represents to Tenant that, to Landlord's current actual knowledge, all Building Systems at the time Tenant occupies the Premises. The Premises Project are "Year 2K Compliant." If Landlord hereafter discovers that any such systems are not "Year 2K Complaint", it shall be initially improved cause them to become so at its sole cost and expense and not as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant ImprovementsOperating Costs.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord shall deliver 2.1 Tenant is fully familiar with the condition of the Premises and Landlord’s Work hereby accepts possession of the Premises in its current "as is" condition except as otherwise provided herein. 2.2 Tenant acknowledges that the bathrooms in the Premises will be delivered to Tenant in their current "as-is" condition. In consideration of the Tenant accepting possession of the bathrooms in the Premises in their current "as is" condition, provided Tenant is not otherwise in default of any of the terms and conditions of this Lease beyond applicable notice and grace periods, Tenant shall be good and workmanlike using first class materials. Landlord’s Work receive, a one time, Ten Thousand Dollar ($10,000.00) rental credit, provided such renovation is hereby warranted for one year from completed in accordance with all the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems terms of this Lease, including, but not limited to, HVAC, mechanical applicable laws and electrical, elevators codes and the structure American Disabilities Act of 1990. Tenant shall have the option of applying such rent credit to any payment of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant ImprovementsFixed Rent or additional rent.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant 2.3 Except as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedArticle, Landlord shall not be deemed required to perform, any work or installations which would: (a) require changes to structural components of the Building or the exterior design of the Building; (b) require any modification to the Building's Systems or installations outside the Premises; (c) not comply with all applicable Laws of any Government Entity having jurisdiction over the construction of the Building and/or the Premises; and/or (d) be incompatible with plans previously filed for the Building with the Department of Buildings of the City of New York or with the occupancy of the Building. Landlord shall perform the following work or provide Tenant with the following information for the Premises and the Building: (i) As more fully set forth in Article 12 herein, prior to the Commencement Date, Landlord shall provide electrical power to Tenant for the Premises through the presently existing electrical facilities for Tenant's reasonable use of its lighting, and other electrical fixtures, appliances and equipment; (ii) On or prior to the Commencement Date, Landlord shall deliver the windows contained within the Premises watertight, cleaned and in good working order; (iii) On or prior to the Commencement Date, Landlord shall deliver the heating, ventilating and air-conditioning ("HVAC") equipment servicing the Premises in good working order. The air-conditioning equipment servicing the 7/th/ Floor of the Premises is a self contained "air-cooled" system and the air- conditioning equipment servicing the 8/th/ Floor of the Premises is a "water- cooled" system. The water necessary to operate the air-conditioning equipment servicing the 8/th/ Floor of the Premises is generated exclusively from a water tower on the roof of the Building. Tenant, at its sole cost and expense, shall install a water meter to measure the Tenant's consumption of water from such water tower and Tenant shall be responsible for paying, as additional rent, for all water consumed by Tenant from such water tower. Provided Tenant, at its sole cost and expense during the first three years of the Term maintains a maintenance contract for the air-conditioning equipment, Landlord shall be responsible for the cost of repairing, and if necessary replacing, the air- conditioning equipment. After the third anniversary of the Commencement Date, Tenant shall be solely responsible for all maintenance, repair and replacement costs of the air-conditioning equipment through the Expiration Date. Landlord makes no representations or warranties as to the sufficiency of the air- conditioning equipment for the Tenant's intended use in the Premises. Landlord represents that the air-conditioning equipment servicing the Premises is controlled by Tenant. Landlord shall cooperate with Tenant, in providing Tenant access to the roof of the Building for the Tenant to maintain, repair, and if necessary, replace the water tower or any air-conditioning equipment related to the water tower. (iv) Prior to the Commencement Date, Landlord shall provide Tenant with an ACP-5 Certificate representing that there is no friable asbestos contained within the 7th Floor of the Premises and prior to providing Tenant with possession of the 8th Floor of the Premises, Landlord shall provide Tenant with an ACP-5 Certificate representing that there is no friable asbestos contained within the 8th Floor of the Premises; (v) Landlord shall deliver the Premises to Tenant in compliance with all municipal codes, including, the New York Building and Fire Department Regulations. In addition, Landlord shall provide Tenant with a commercially reasonable number of hook-up points to the Building's Class E fire system taking into consideration the size of the floor plate. Tenant, at its sole cost and expense, shall be responsible for hooking up such Class E fire system to the Premises; (vi) On or before July 1, 2000, Landlord shall complete the renovation and enlargement of the Building's lobby as well as the cosmetic renovation of two (2) passenger elevator cabs substantially in accordance with the "rendering" of the Building's lobby attached to this Lease as Schedule B. The parties acknowledge that such rendering is annexed hereto for informational purposes only, is not drawn to scale and does not contain any specifications or formal plans for the lobby renovation. If Landlord shall fail to complete such renovation and enlargement of the Building's lobby as well as the cosmetic renovation of two (2) passenger elevator cabs by July 1, 2000 and, provided Tenant is not otherwise in default hereunder for failing of any of the terms or conditions of this Lease beyond applicable notice and grace periods, Landlord shall grant Tenant a $3,000.00 per month rent credit until such time as Landlord's architect certifies that such work is complete. If Landlord shall fail to perform complete such obligationsrenovation and enlargement of the Building's lobby, as well as the cosmetic renovation of two (2) passenger elevator cabs by December 31, 2000 and, provided Tenant is not otherwise in default of any of the terms or conditions of this Lease beyond applicable notice and grace periods, the monthly rent credit Landlord shall grant to Tenant shall be increased to $10,000.00 per month until such time as Landlord's architect certifies that such work is complete. 2.4 All work performed by Tenant in accordance with the provisions of this Lease shall require the installation of new materials at least comparable to the quality installed in the Building, shall be performed in accordance with the terms and conditions of this Lease and the Construction Rules and Regulations.

Condition of Premises. Landlord shall deliver Tenant will, during the Lease Term, keep the Leased Premises and Landlord’s Work shall be the improvements and appurtenances therein in good repair, order and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from condition, and at the Rent Commencement Date and no costs to effect expiration of the Lease Term, or at the sooner termination of this Lease as herein provided, deliver up the same in the same good repair, order and condition as at the beginning of the tenancy, reasonable wear and tear excepted, and Tenant shall be included in Operating Expensesremove all of its property therefrom prior to such termination. All Building systems includingTenant will pay for all damage to the Building, but not limited toits fixtures and appurtenances, HVAC, mechanical and electrical, elevators and the structure as well as all damages sustained by other tenants or occupants of the Building shall be in good working order and/or good repairdue to any waste, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as misuse or neglect of the date Leased Premises, its fixtures and appurtenances, by Tenant, its employees or any other person or persons upon the Leased Premises by Tenant’s permission. Tenant shall not place a load upon any floor of this Lease, together with the Tenant Improvements (as defined in Leased Premises exceeding the Tenant Work Letter) floor load per square foot area which such floor was designed to carry and which may be collectively referred to herein as the “Tenant Improvements.” allowed by law. Landlord reserves the right to prescribe the weight and position of all safes, telephone switchboards, if any, which in the opinion of Landlord may be required under the circumstances, such reinforcing to be at Tenant’s expense. Business machines and mechanical equipment, if approved by Landlord in a separate written agreement between Landlord and Tenant, shall be placed and maintained by Tenant, or at Tenant’s expense, in settings sufficient in Landlord’s judgment to absorb and prevent vibration, noise, or annoyance and Tenant shall, at its expense, take such steps as Landlord may direct to remedy any such condition. There shall be no allowance to Tenant for a diminution of rental value, no abatement of rent, and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from time Landlord, Tenant or others making any repairs, alterations, additions or improvements in or to timeany portion of the Real Property or Leased Premises, but subject or in or to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) fixtures, appurtenances or equipment thereof, and no liability upon Landlord for failure of Landlord or others to installmake any repairs, usealterations, maintain, repair, replace and relocate for service additions or improvements in or to the Premises and/or other parts any portion of the Building pipesor of Leased Premises, ducts, conduits, wires, appurtenant or in or to the fixtures, appurtenances or equipment thereof, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord foregoing shall not be deemed in default hereunder for failing construed to perform mean that Landlord has any such obligations.

Condition of Premises. Landlord shall deliver 22.01 The parties acknowledge that Tenant has inspected the Premises and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Premises at the commencement of the Term in its then "as is" condition. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Premises in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 22. 22.02 Prior to the commencement of the Term of this Lease, Landlord shall, at Landlord’s 's cost and expense, perform the work set forth on the schedule annexed hereto as Exhibit C in a building standard manner using building standard materials ("Landlord's Work"). Landlord, or Landlord's designated, wholly owned affiliate Emerald City Construction Corp., shall perform Landlord's Work with reasonable dispatch, subject to delay by causes beyond its control or by the action or inaction of Tenant. Tenant acknowledges and agrees that the performance of Landlord's Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of this Lease, including payment of Rent. 22.03 Any changes in or additions to Landlord's Work which shall be consented to by Landlord. and further changes in or additions to the Premises requested by Tenant after said Work has been completed which shall be so consented to shall be made by Landlord, or its agents, but shall be paid for by Tenant promptly when billed at cost plus 1 1/4% for insurance, 5% for overhead and 5% for general conditions, and in the event of the failure of Tenant so to pay for said changes or additions. Landlord at its option may consider the cost thereof, plus the above percentages, as Additional Rent payable by Tenant and collectible as such hereunder, as part of the rent for the next ensuing months. 22.04 If Landlord's Work is not substantially completed by the Commencement Date and is delayed by acts, omissions or changes made or requested by Tenant, its agents, designers, architects or any other party acting or apparently acting on Tenant's behalf, then Tenant shall pay as hereinbefore provided rent and additional rent on a per diem basis for each day of delay of Landlord's substantial completion caused by Tenant or any of the aforementioned parties. 22.05 Landlord's Work shall be good and workmanlike using first class materials. deemed to be substantially completed notwithstanding that (i) minor or non-material details of construction, mechanical adjustment or decoration remain to be performed, provided that said "Punch List Items" shall be completed by Landlord within a reasonable time thereafter or (ii) a portion of Landlord’s 's Work is hereby warranted incomplete because construction scheduling requires that such work be done after incomplete finishing or after other work to be done by or on behalf of Tenant is completed. Notwithstanding anything contained herein to the contrary, Landlord and Tenant acknowledge and agree that Landlord shall complete any Punch List items during normal business on normal business days, in connection with which Landlord acknowledges that Tenant may be conducting business in the Premises for one year from the Rent Commencement Date uses permitted under this Lease during such time(s). Accordingly, Landlord agrees that Landlord shall use commercially reasonable efforts to minimize interference with Tenant's permitted use of the Premises and no costs to effect compartmentalize the same portion of the Premises in which Landlord performs work on Punch List items in order to minimize the escape of debris therefrom and Tenant shall reasonably cooperate with Landlord by covering and/or temporarily relocating Tenant's personnel, furniture and/or office equipment within the Premises. Furthermore, in the event that Tenant requests that Landlord complete such Punch List Items during times other than ordinary business hours, and such labor is then available, Tenant shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and responsible for the structure cost of the Building shall be in good working order and/or good repair, such overtime or premium labor charges as the case may be. Such entry and work shall not constitute an eviction of Tenant in whole or in part, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder grounds for failing any abatement of rent, and shall impose no liability on Landlord by reason of inconvenience or injury to perform such obligationsTenant's business.

Condition of Premises. Landlord Subject to Landlord's construction of the Tenant Improvements as provided in Exhibit "D" and any latent defects, Tenant hereby agrees that the Premises shall deliver be taken "as is", "with all faults", "without any representations or warranties", except for minor punch-list items, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and Landlord’s Work shall be good 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 workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators Premises and the structure of Project in its decision to enter into this Lease and let the Building shall be Premises in good working order and/or good repair, an "as the case may be, at the time Tenant occupies the Premisesis" condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” "D" and made a part hereof. The existing leasehold improvements in the Premises as Tenant hereby waives Sections 1941 and 1942 of the date Civil Code of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” California or any successor provision of law. Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the BuildingProject, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements a general plan for fire/life safety for the Building Project or otherwise 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 use provide Tenant with commercially reasonable efforts to prior notice and shall perform any such work with the least inconvenience to Tenant as reasonably possible, but in no event shall Tenant be permitted to withhold or reduce Rent Basic Rental or other charges due hereunder as a result of same same, or otherwise make claim against Landlord for interruption or interference with Tenant’s 's business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing; provided, however, in the event Landlord requires entry into such interruption or interference materially and adversely interferes with the operation of Tenant's business in the Premises for more than five (5) consecutive business days, then the purpose Basic Rental shall be equitably abated from and after such fifth (5th) business day during the continuance of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsinterruption or interference.

Condition of Premises. Tenant acknowledges and agrees that, subject to the terms and conditions set forth in this Second Amendment, Landlord shall deliver has agreed to extend the Term of the Lease on the express condition that Tenant accepts the Premises in their as-is condition and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure condition of the Building shall be Premises, except as specifically set forth in good working order and/or good repairthe Lease, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencyamended hereby. Notwithstanding the foregoing, Landlord shall, at its sole cost and expense, remove the large planters located on the Deck Area and replace the planters with privacy screening mutually agreeable to Landlord and Tenant, and which is in compliance with all applicable codes, laws, ordinances, rules and regulations, to provide privacy from the adjacent building (the “Privacy Screening”). Landlord shall also clean or repair the flooring of the Deck Area in the event areas previously occupied by the large planters to the extent necessary to attain an appearance reasonably consistent with the remainder of the Deck Area flooring. Landlord requires entry into and Tenant shall use commercially reasonable efforts to determine the means of providing the Privacy Screening within ninety (90) days following the Effective Date. Landlord shall use commercially reasonable efforts to install the Privacy Screening and remove the planters from the Deck Area within sixty (60) days following the date upon which the Privacy Screening has been determined. Landlord shall provide Tenant with no less than two (2) business days prior notice before entering the Premises for and Deck Area to remove the purpose planters and install the Privacy Screening. Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s use of performing any of its obligations contained in this Lease and or access to the Premises during such entry is denied, Landlord shall not be deemed in default hereunder for failing and removal. 4 - Second Amendment to perform such obligations.Lease 13016-007 Fastly Second Amendment

Condition of Premises. Landlord shall deliver Subtenant acknowledges that it has examined the Subleased Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from taking the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingSubleased Premises, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The including all existing leasehold improvements in the Premises as of Sublandlord existing on the date of this LeaseSublease, together in their “AS IS” condition on the date hereof, with no representations or warranties by Sublandlord of any kind as to the Tenant Improvements (as defined in condition of the Tenant Work Letter) may be collectively referred to herein as Subleased Premises or its suitability for any particular use. Without limiting the “Tenant Improvements.” Landlord reserves the right from time to timeforegoing, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: Subtenant acknowledges that it has inspected (i) to install, use, maintain, repair, replace the condition and relocate for service to the Premises and/or other parts capacities of the all Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the BuildingSystems, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any all structural components of the above activities for Buildings, including the purpose of complying with legal requirements for fire/life safety for the Building or otherwise foundation, load bearing walls, and roof supports, (iii) the roof membrane of the Buildings, (iv) all interior partitions walls, interior doors, exterior doors, door hardware, lobby areas, basements, mechanical rooms, stairways, equipment closets, interior and exterior windows, fixtures, paint, wall coverings, cabinets, millwork, window treatments, carpeting and other flooring. Subtenant agrees that Sublandlord has no construction obligations whatsoever with respect to comply Subtenant’s occupancy of the Subleased Premises, nor is Sublandlord required to contribute any money in connection with any federaltenant improvement work to be performed by Subtenant (which work is subject to Sublandlord and Prime Landlord’s prior written approval as provided elsewhere in this Sublease). To the best of Sublandlord’s knowledge, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in there are no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except material defects in the case Subleased Premises which would affect the habitability of an emergencythe Subleased Premises. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained All references in this Lease Sublease to the “actual knowledge” or “knowledge” of Seller shall refer only to the current (i.e., upon execution of this Sublease) actual knowledge of the Designated Representative (as hereinafter defined), and such entry is denied, Landlord shall not be deemed construed to refer to the knowledge of any other office, officers, agent or employee of Sublandlord or any affiliate thereof or, except for the inquiry set forth above, to impose upon such Designated Representative any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. The representations and warranties hereunder are made ONLY as to the actual knowledge of the Designated Representative and NOT as to or based upon the contents of any such files, documents, materials or any other files, documents or materials in default hereunder for failing to perform such obligationsthe other office of Sublandlord. For purposes of this Sublease, the term “Designated Representative” shall mean Xxxxx Xxxxxx.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither Landlord shall deliver nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be good the responsibility of Landlord and workmanlike using first class materials. LandlordLandlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s Work is hereby warranted for one year from delivery to Landlord of a reasonably detailed invoice therefor provided that the Rent Commencement Date and no costs obligation of Landlord to effect the same reimburse Tenant shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and as more particularly governed by the structure provisions of the Building shall be in good working order and/or good repairWork Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, as or any portion thereof, into compliance with any of the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements laws or regulations described in the Premises immediately preceding sentence applicable to the Building. 13.2 Landlord hereby<discloses to Tenant pursuant to California Civil Code Sections 55.53 and 1938 that as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of and the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 have not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as been inspected by a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsCertified Access Specialist.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included Tenant acknowledges that, except as otherwise expressly set forth in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 neither Landlord nor any agent of Landlord has made any representation or warranty with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 respect to the Premises and/or other parts of the Building pipesPremises, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federalthe Project or their condition, state or local law, rule or order with respect thereto or to the regulation suitability thereof not currently in effect. Landlord for the conduct of Tenant's business and Tenant shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through accept the Premises in their as-is condition. The taking of possession of the Premises by Tenant shall be made conclusively establish that the Premises were at such time complete and in good, sanitary and satisfactory condition and repair without Tenant’s consent except in the case of an emergencyany obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding the foregoing, Landlord warrants that the Building, the parking areas and any existing improvements in the event Premises comply with all applicable laws, covenants or restrictions of record, building codes, regulations and ordinances including but not limited to the Americans with Disabilities Act of 1990 ("APPLICABLE REQUIREMENTS") in effect and as interpreted on the date Landlord requires entry into delivers possession of the Premises to Tenant pursuant to Section 1.7 of the Summary. Said warranty does not apply to the use to which Tenant will put the Premises or to any alterations made or to be made by Tenant. Tenant is responsible for determining whether or not the purpose of performing any of its obligations contained in this Lease and such entry zoning is deniedappropriate for Tenant's intended use. If the Premises do not comply with said warranty, Landlord shall, as Tenant's sole remedy and promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, rectify the same at Landlord's sole cost and expense; provided, however, if Tenant does not give Landlord written notice of a non-compliance with this warranty within thirty (30) days following the date Landlord delivers possession of the Premises, correction of that non-compliance shall be the obligation of Tenant at Tenant's sole cost and expense. In addition, Landlord warrants that the existing electrical and mechanical systems and equipment in the Premises shall be in good operating condition on the date Landlord delivers possession of the Premises to Tenant pursuant to Section 1.7 of the Summary. If the Premises do not comply with said warranty, Landlord shall, as Tenant's sole remedy and promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, rectify the same at Landlord's sole cost and expense; provided, however, if Tenant does not give Landlord written notice of a non-compliance with this warranty within thirty (30) days following the date Landlord delivers possession of the Premises, correction of that non-compliance shall be deemed in default hereunder for failing to perform such obligationsthe obligation of Tenant at Tenant's sole cost and expense.

Condition of Premises. Landlord Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the Building to Landlord’s Work . Upon Tenant's vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing so under Section 20.2), and shall remove any Alterations (whether or not made with Lxxxxxxx's consent) that Landlord may require Tenant to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant's expense. Such repairs shall be good performed in a manner satisfactory to Landlord and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includinginclude, but are not limited to, HVACthe following: capping all plumbing, mechanical capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and electrical, elevators and the structure thorough cleaning of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises If Tenant fails to remove any items that Tenant has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord's option, become the property of Landlord and Landlord shall be initially improved as provided in, have the right to remove and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as retain or dispose of the date of this Leasesame in any manner, together with the without any obligation to account to Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectproceeds thereof. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim waives all claims against Landlord for interruption any damages to Tenant resulting from Lxxxxxxx's retention or interference with Tenant’s business and/or operationsdisposition of such Alterations or personal property. No incursion into or through the Premises Tenant shall be made without Tenant’s consent except in the case liable to Landlord for Landlord's costs of an emergency. Notwithstanding the foregoingremoving, in the event Landlord requires entry into the Premises for the purpose storing and disposing of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsitems.

Condition of Premises. 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 to Landlord and deliver all keys to the Premises to Landlord, and shall deliver return the Premises and Landlord’s Work shall be all equipment and fixtures of Landlord to Landlord in substantially as good condition as when Tenant originally took possession, ordinary wear and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year tear, loss or damage by fire or other casualty or condemnation, 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 equipment and fixtures to such condition and Tenant shall pay the cost thereof to Landlord as Rent Commencement Date immediately upon demand. Except as provided below, all improvements, fixtures and no costs to effect other items in or upon the same shall be included in Operating Expenses. All Building systems Premises (including without limitation all Alterations and Tenant Improvements, but expressly excluding movable office furniture, trade fixtures (including, but not limited towithout limitation, HVACracking), mechanical office equipment and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time other personal property belonging to Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) that they may be collectively referred removed without permanent structural damage to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building), (ii) to alterwhether temporary or permanent in character and whether made by Landlord or Tenant, close or relocate any facility in shall become Landlord's property and shall remain upon the Premises at the expiration or the Common Areas earlier termination of this Lease by lapse of time or otherwise conduct any or upon a termination of the above activities for the purpose Tenant's right of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) possession, without compensation 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, if within ten (10) days prior to the 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 the event Landlord requires entry into such notice and restore the Premises for to the purpose condition prior to the installation of performing any such items. If Tenant does not promptly remove such property upon the expiration or earlier termination of its obligations contained in this Lease, or upon the termination of Tenant's right of possession, at Landlord's election: (i) Tenant shall be conclusively presumed to have conveyed the same to Landlord under this Lease and such entry is deniedas a bill of sale without payment or credit by Landlord, Landlord shall not be deemed in default hereunder for failing to perform such obligations.or

Condition of Premises. Landlord shall deliver Tenant has inspected the Premises and agrees (a) to accept possession of the Premises in the condition existing on the Commencement Date “as is”, and (b) that except for Landlord’s Work Contribution, if any, and except for Landlord’s Work, if any, described in Exhibit “C” attached hereto, Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to prepare the Premises for Tenant’s occupancy. Any work to be performed by Tenant in connection with Tenant’s initial occupancy of the Premises shall be good hereinafter referred to as the “Initial Alterations,” and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from shall be promptly commenced by Tenant following the Rent Commencement Date and no costs to effect diligently pursued thereafter by Tenant until the same Initial Alterations are Substantially Completed. Tenant’s occupancy of any part of the Premises shall be included in Operating Expenses. All Building systems includingconclusive evidence, but not limited toas against Tenant, HVACthat Landlord has Substantially Completed any work to be performed by Landlord under this Lease, mechanical and electrical, elevators and the structure Tenant has accepted possession of the Building shall be Premises in good working order and/or good repair, as the case may be, its then current condition and at the time Tenant occupies such possession was taken, the Premises. The Premises and the Building were in a good and satisfactory condition as required by this Lease, except that the foregoing shall be initially improved not relieve Landlord from its obligation to complete or correct any punch list items as provided inherein with respect to any work Landlord is required to perform pursuant to this Lease. Notwithstanding the foregoing, Landlord represents and subject towarrants to Tenant that the sprinkler, the Tenant Work Letter attached hereto as Exhibit “B” fire-alarm and made a part hereof. The existing leasehold improvements life-safety systems in the Premises as of the date Commencement Date will be in working order as of this Leasethe Commencement Date; provided, together with however, that the Tenant Improvements (foregoing shall not imply any representation or warranty as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts useful life of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical such systems, wherever located in nor shall the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts foregoing diminish Tenant’s responsibility to perform any such work with repairs, modifications or improvements to the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through necessitated after the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsCommencement Date.

Condition of Premises. Landlord Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the Building to Landlord’s Work . Upon Tenant's vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing so under Section 20.2), and shall remove any Alterations (whether or not made with Landlord's consent) that Landlord may require Tenant to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant's expense. Such repairs shall be good performed in a manner satisfactory to Landlord and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includinginclude, but are not limited to, HVACthe following: capping all plumbing, mechanical capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and electrical, elevators and the structure thorough cleaning of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises If Tenant fails to remove any items that Tenant has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord's option, become the property of Landlord and Landlord shall be initially improved as provided in, have the right to remove and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as retain or dispose of the date of this Leasesame in any manner, together with the without any obligation to account to Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectproceeds thereof. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim waives all claims against Landlord for interruption any damages to Tenant resulting from Landlord's retention or interference with Tenant’s business and/or operationsdisposition of such Alterations or personal property. No incursion into or through the Premises Tenant shall be made without Tenant’s consent except in the case liable to Landlord for Landlord's costs of an emergency. Notwithstanding the foregoingremoving, in the event Landlord requires entry into the Premises for the purpose storing and disposing of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsitems.

Condition of Premises. Landlord shall deliver As of the Delivery Date, any then-existing Building plumbing, lighting, heating, ventilating, air conditioning, gas, electrical and sprinkler systems serving the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repaircondition and repair at Landlord’s sole expense, and not from the Tenant Improvement Allowance. Except as is provided in the case may bepreceding sentence, at the time Tenant occupies having made such inspection of the Premises. The , 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 shall be initially improved in their condition existing as provided inof the Delivery Date, “AS-IS” subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and condition of the Premises, and any covenants or restrictions, liens, encumbrances and title exceptions of record, and accepts this Lease subject to, thereto and to all matters disclosed thereby and by any exhibits attached hereto. Except as specifically set forth in this Lease and in the Tenant Work Letter Agreement for Tenant Improvements and Interior Specification Standards attached hereto as Exhibit “B” C and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements hereof (as defined in the Tenant “Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied”), Landlord shall not be deemed obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant acknowledges that, except as provided for in default hereunder this Section 5.03(b), neither Landlord nor any agent of Landlord has made any representation or warranty as to the present or future suitability of the Premises for failing the conduct of Tenant’s business. Neither party has been induced to perform such obligationsenter 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 facts. Tenant expressly waives any right to rescission and /or damages based on nondisclosure of any facts.

Condition of Premises. Landlord shall deliver REPAIRS. The Leased Premises are leased to the Tenant in the CONDITION AS IS. Taking possession of the Leased Premises and Landlord’s Work by Tenant shall be good conclusive evidence as against Tenant that the Leased Premises are in satisfactory condition when possession was so taken. Except as stated herein, no promises of Landlord to alter, remodel, improve, repair, decorate or clean the Leased Premises or any part thereof have been made, and workmanlike using first class materialsno representation respecting the condition of the Leased Premises, has been made to Tenant by or on behalf of Landlord. Landlord’s Work is hereby warranted Except for one year any damage resulting from the Rent Commencement Date negligence or willful acts of Landlord or Landlord's agents, Tenant shall at its own expense keep the improvements located on the Leased Premises in good operating condition, including replacement if necessary, and no costs tenantable condition together with the air conditioning and heating system and shall promptly and adequately repair all damage to effect the same shall be included in Operating Expenses. All Building systems includingsuch Leased Premises, including but not limited to, HVACreplacing or repairing all damaged or broken glass, mechanical fixtures and electricalappurtenances. Landlord, elevators its officers, agents and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves representatives all have the right from time to time, 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 Premises and/or other enter all parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, Leased Premises during regular business hours and mechanical systems, wherever located in the Premises or the Building, upon forty-eight (ii48) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience hours notice to Tenant as possible, but in no event shall to inspect the Leased Premises and Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed entitled to any abatement or reduction of rent by reason thereof as long as such inspection is done in default hereunder a manner as to not interfere with Tenant's business operations. Tenant shall be responsible for failing installation, maintenance and repair of any security system desired for the Leased Premises as well as for the electrical and plumbing systems within the Leased Premises and for the air conditioning and heating system. Tenant, at its sole expense, shall promptly replace and maintain any lighting located on the Leased Premises. Tenant shall maintain in good operating condition any water fixtures and plumbing within the Leased Premises and shall be solely responsible for any additional cost incurred due to perform such obligationsany leaks from fixtures within the Leased Premises.

Condition of Premises. Landlord Lessee has accepted possession of the Premises, and Lessor shall deliver have no obligation to alter or improve the Premises, or to pay any costs of any such alterations or improvements. For purposes of Section 1938 of the California Civil Code, Lessor hereby discloses to Lessee, and Lessee hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). As required by Section 1938(e) of the California Civil Code, Lessor hereby states as follows: "A Certified Access Specialist (CASp) can inspect the subject premises and Landlord’s Work 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 be good mutually agree on the arrangements for the time and workmanlike using first class materials. Landlord’s Work is hereby warranted manner of the CASp inspection, the payment of the fee for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingCASp inspection, but not limited to, HVAC, mechanical and electrical, elevators and the structure cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of the Building foregoing, Lessor and Lessee hereby agree as follows: Upon at least thirty (30) days’ prior written notice to Lessor, Lessee shall be in good working order and/or good repair, as have the case may be, at the time Tenant occupies right to require a CASp inspection of the Premises. The Premises If Lessee requires a CASp inspection of the Premises, then: (a) Lessor and Lessee shall mutually agree on the arrangements for the time and manner of the CASp inspection during such 30-day period; (b) the contract with the CASP inspector shall require the inspector to perform the inspection in accordance with the standard of care applicable to experts performing such inspections, Lessor shall be initially improved as provided inan intended third party beneficiary of such contract, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may contract shall otherwise be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: Lessor’s reasonable approval; (c) the CASp inspection shall be conducted (i) to install, use, maintain, repair, replace at Lessee's sole cost and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Buildingexpense, (ii) to alterby a CASp reasonably approved in advance by Lessor, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) in a manner reasonably satisfactory to comply with any federalLessor, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises and (iv) shall be made without Tenant’s consent except addressed to, and, upon completion, promptly delivered to, Lessor and Lessee; (d) the information in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord inspection shall not be deemed disclosed by Lessee to anyone other than contractors, subcontractors, and consultants of Lessee who are retained by Lessee to complete any repairs or correct violations to the extent that Lessee has agreed to undertake such repairs or corrections or who otherwise have a need to know the information therein and who are directed not to further disclose such information; and (e) Lessee shall correct any violations of the construction related accessibility standards within or relating to the Premises, in default hereunder for failing accordance with the terms of Paragraph 9 of the Lease, at Lessee’s cost, notwithstanding anything to perform such obligationsthe contrary in Paragraph 14 of the Lease.

Condition of Premises. Landlord Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Lease Term, except for casualty, damage by fire, condemnation, and ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the building of which the Premises are a part to Landlord’s Work . Upon Tenant's vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord's consent) that Landlord may require Tenant to remove. Tenant shall repair all damage to the Premises caused by such removal, and shall restore the Premises to its prior condition, all at Tenant's expense. Such repairs shall be good performed in a manner satisfactory to Landlord and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includinginclude, but are not limited to, HVACthe following: capping all plumbing, mechanical capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and electrical, elevators and the structure thorough cleaning of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises If Tenant fails to remove any items that Tenant has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord's option, become the property of Landlord and Landlord shall be initially improved as provided in, have the right to remove and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as retain or dispose of the date of this Leasesame in any manner, together with the without any obligation to account to Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectproceeds thereof. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim waives all claims against Landlord for interruption any damages to Tenant resulting from Landlord's retention or interference with Tenant’s business and/or operationsdisposition of such Alterations or personal property. No incursion into or through the Premises Tenant shall be made without Tenant’s consent except in the case liable to Landlord for Landlord's costs of an emergency. Notwithstanding the foregoingremoving, in the event Landlord requires entry into the Premises for the purpose storing and disposing of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsitems.

Condition of Premises. Landlord At the termination of this Lease by lapse of --------------------- time or otherwise, or upon a termination of Tenant's right of possession without terminating this Lease, Tenant shall deliver surrender possession of the Premises and all Tenant Improvements to Landlord and deliver all keys to the Premises to Landlord’s Work , and shall return the Premises and all equipment and fixtures 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 acts of Landlord or any of its employees and agents excepted, failing which Landlord may restore the Premises and such equipment and fixtures to such condition and Tenant shall pay the reasonable cost thereof to Landlord within ten (10) business days of receipt of Landlord's invoice thereof, which shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs delivered to effect the same shall be included in Operating ExpensesTenant with reasonable supporting documentation. All Building systems includingAlterations, but not limited towhether temporary or permanent in character, HVACmade by Landlord or Tenant in or upon the Premises shall become Landlord's property, mechanical and electricalunless Landlord requests their removal, elevators and shall remain upon the structure of the Building shall be in good working order and/or good repair, as the case may be, Premises at the termination of this Lease by lapse of time Tenant occupies or otherwise or upon a termination of Tenant's right to possess the Premises, without compensation to Tenant, excepting, however, Tenant's movable furniture, equipment and trade fixtures, provided that they may be removed without permanent structural damage to the Building. The Premises shall be initially improved as provided inIf Tenant does not remove such furniture, equipment and subject to, trade fixtures upon the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date expiration or earlier termination of this Lease, together with or upon the Tenant Improvements (as defined in termination of Tenant's right to possess the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timePremises, but subject to payment by and/or reimbursement from Tenant as otherwise provided hereinat Landlord's election: (i) Tenant shall be conclusively presumed to installhave conveyed the same to Landlord under this Lease as a xxxx of sale without payment or credit by Landlord, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) Tenant shall be conclusively presumed to alterhave forever abandoned such property, close or relocate any facility in the Premises or the Common Areas and without accepting title thereto, Landlord may, at Tenant's expense, remove, store, destroy, discard or otherwise conduct dispose of all or any part thereof without incurring liability to Tenant or to any other person, and Tenant shall pay Landlord upon demand the reasonable expenses incurred in taking such actions. Tenant's obligations under this Section 16.1 shall survive the ------------ expiration or earlier termination of the Term of this Lease. Notwithstanding any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord Tenant shall not be deemed in default hereunder for failing to perform such obligations.required

Condition of Premises. At the 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 to Landlord and deliver all keys to the Premises to Landlord, and shall deliver return the Premises and all equipment and fixtures of Landlord to Landlord in as good condition as when Tenant originally took possession, ordinary wear, loss or damage by fire or other casualty not the fault of Tenant or insured casualty and damage resulting from the act of Landlord or any other of its employees and agents or other tenants of the Property excepted, failing which Landlord may restore the Premises and such equipment and fixtures to such condition and Tenant shall pay the reasonable cost thereof to Landlord on demand. All Alterations, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises shall become Landlord’s Work property, and unless Landlord requests their removal, shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from remain upon the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, Premises at the termination of this Lease by lapse of time or otherwise or upon a termination of Tenant’s right of possession, without compensation to Tenant, excepting, however, Tenant’s movable office furniture, trade fixtures, office equipment and special lighting fixtures, provided that they may be removed without permanent structural damage to the Building. If Tenant occupies does not remove such property upon the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date expiration or earlier termination of this Lease, together with or upon the termination of Tenant’s right of possession, at Landlord’s election Tenant Improvements (as defined shall be conclusively presumed to have forever abandoned such property, and without accepting title thereto, Landlord may, at Tenant’s 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 upon demand the expenses incurred in taking such actions. Tenant’s obligations under this Section 17.1 shall survive the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts expiration or earlier termination of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises Term or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any a termination of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case right of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationspossession.

Condition of Premises. Tenant acknowledges that it is fully familiar with the physical and environmental condition of the Property shall take the Premises in "AS IS" and "WHERE IS" condition without any representation or warranty whatsoever including regarding environmental condition of the Premises except as expressly set forth in this Lease for the Term, upon the terms and conditions of this Lease. Tenant shall, at Tenant’s sole expense: (a) comply with Environmental Law and, to the extent Environmental Law requires, clean up any Hazardous Substance Discharge; (b) make all submissions to, deliver all information required by, and otherwise fully comply with all requirements of any Government under Environmental Laws; (c) if any Government requires any clean- up plan or clean-up because of a Hazardous Substances Discharge, prepare and submit the required plans and any required financial assurances for such Hazardous Substances Discharge; (d) promptly and diligently carry out all such clean-up plans; (e) conduct and complete the Remedial Action as part of and in accordance with the timeline for the Third Stage Development; and (f) as to the period beginning on the Commencement Date and ending on the Expiration Date, Indemnify Landlord against any Hazardous Substances Discharge or violation of Environmental Law or non-performance of or delay in completion of the Remedial Action. Without limiting the generality of the foregoing, Tenant shall comply with any conditions of any no further action determination as provided for and in conformance with Rule 62-780.680, Fla. Admin. Code. Neither Landlord nor Tenant shall modify the terms of any such no further action determination without the written consent of the other party. Any party’s obligations under this Section 9 shall not limit such party’s rights against third parties. Notwithstanding anything to the contrary in this Lease, as to the period beginning on the Commencement Date and ending on the Expiration Date, as between Landlord and Tenant (and those claiming through Tenant), Landlord shall deliver have no responsibility whatsoever regarding environmental matters and conditions on the Premises, except for the ERA Work. If available at commercially reasonable rates, Tenant shall obtain and maintain throughout the Term a pollution liability policy in the amount of $ (2012 dollars) with a deductible not to exceed $ (2012 dollars) to insure against risks including (if available) an unknown pollution condition, third-party claims alleging that pollution has migrated from the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includinghas damaged property off-Premises, but not limited to, HVAC, mechanical and electrical, elevators and the structure allegations of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises bodily injury or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder property damage as a result of same or otherwise make claim against exposure to toxic substances on the Premises, damage claims by Governments where permanent irreversible environmental damage is alleged, and similar risks. Both Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises and Tenant shall be made without Tenant’s consent except in named insureds, though the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises policy will provide that only Tenant is responsible for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationspremium payment.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall deliver 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 and Landlordin its “As Is” condition on the Lease Commencement Date. Pursuant to Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx 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 Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems business (including, but not limited to, HVACany 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), mechanical and electrical, elevators the Building and the structure 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 taking possession) and without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary set forth in this Lease, 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 shall and/or the Premises), as of the Commencement Date, to be in good working order and/or order, to be in good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided incondition, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereofto be in compliance with all applicable laws. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Any expenses incurred by Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with provisions of the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord preceding sentence shall not be deemed included in default hereunder for failing any Operating Expenses that may be charged to perform such obligationsTenant in any manner under this Lease.

Condition of Premises. Landlord Subject to Landlord's construction of the Tenant Improvements as provided in Exhibit "D" and any latent defects, Tenant hereby agrees that the Premises shall deliver be taken "as is", "with all faults", "without any representations or warranties", except for minor punch-list items, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and Landlord’s Work shall be good 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 workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators Premises and the structure of Project in its decision to enter into this Lease and let the Building shall be Premises in good working order and/or good repair, an "as the case may be, at the time Tenant occupies the Premisesis" condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” "D" and made a part hereof. The existing leasehold improvements in the Premises as Tenant hereby waives Sections 1941 and 1942 of the date Civil Code of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” California or any successor provision of law. Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the BuildingProject, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements a general plan for fire/life safety for the Building Project or otherwise 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 use provide Tenant with commercially reasonable efforts to prior notice and shall perform any such work with the least inconvenience to Tenant as reasonably possible, but in no event shall Tenant be permitted to withhold or reduce Rent Basic Rental or other charges due hereunder as a result of same same, or otherwise make claim against Landlord for interruption or interference with Tenant’s 's business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing; provided, however, in the event Landlord requires entry into such interruption or interference materially and adversely interferes with the operation of Tenant's business in the Premises for more than five (5) consecutive business days, then the purpose Basic Rental shall be equitably abated from and after such fifth (5th) business day during the continuance of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.interruption or interference. -11-

Condition of Premises. Subject to the performance by Landlord shall deliver of its obligations under the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter Agreement attached hereto as Exhibit “B” "D," Tenant hereby agrees that the Premises shall be taken "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. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made a part hereofany 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 an "as is" condition. The existing leasehold improvements in taking of possession of the Premises as 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 date Civil Code of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” California or any successor provision of law. Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the BuildingProject, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements a general plan for fire/life safety for the Building Project or otherwise 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 use reasonable efforts 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 reduce Rent Basic Rental or other charges due hereunder as a result of same same, or otherwise make claim against Landlord for interruption or interference with Tenant’s 's business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord shall deliver the Premises Tenant acknowledges and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingagrees that, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, except as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined specifically set forth in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace it currently occupies and relocate for service to the Premises and/or other parts is fully aware of the Building pipes, ducts, conduits, wires, appurtenant fixturescondition of, and mechanical systemsshall continue to accept, wherever located the Existing Premises in the Premises or the Buildingits presently existing, (ii) to alter“as-is” condition, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises (other than in default hereunder connection with its maintenance and repair obligations under the Original Lease). Tenant also acknowledges that, except as specifically set forth in the Tenant Work Letter, it currently occupies (pursuant to the Sublease) and is fully aware of the condition of, and shall accept, the Expansion Premises in its then existing, “as-is” condition as of the Expansion Commencement Date and Landlord shall not be obligated to provide or pay for failing any improvement work or services related to perform such obligationsthe improvement of the Expansion Premises (other than in connection with its maintenance and repair obligations under the Original Lease). Tenant further acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Existing Premises, the Expansion Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business. Notwithstanding anything to the contrary contained in this Amendment or the Lease, Landlord acknowledges and agrees that, upon the expiration or early termination of the Lease, as amended hereby, Tenant shall not remove from the Existing Premises or the Expansion Premises (nor shall Landlord have the right to require removal of) any alterations, additions or improvements (including, without limitation, the Tenant Improvements installed pursuant to Exhibit C of the Original Lease and any tenant improvements installed pursuant to Section 2.3 of the Millennium Lease) installed by or on behalf of Tenant or any predecessor in interest to Tenant prior to the Effective Date of this Amendment.

Condition of Premises. Prior to the Commencement Date and in accordance with the Work Letter Agreement attached hereto as EXHIBIT "C", Landlord shall deliver and Tenant will jointly conduct a walk-through inspection of the Premises and will jointly prepare a punch-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, if permitted, which damage will be corrected or repaired by Landlord’s , 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 shall Letter Agreement and that there are no additional items needing work or repair. Landlord will cause all items in the Punch-List to be good repaired or corrected within thirty (30) days following the preparation of the Punch-List or as soon as practicable after the preparation of the Punch-List. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, the Development or any portions thereof or with respect to the suitability of same for the conduct of Tenant's business and workmanlike using first class materialsTenant further acknowledges that Landlord will have no obligation to construct or complete any additional buildings or improvements within the Development. Landlord’s Work is hereby warranted Notwithstanding the foregoing, Landlord warrants to Tenant that on the Commencement Date, the Premises and the Building (including all structural, mechanical, electrical and systems, roof, common areas and restrooms and the parking area for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingBuilding, but not limited to, HVAC, mechanical and electrical, elevators and excluding the structure of Tenant Improvements constructed by Tenant pursuant to the Building Work Letter Agreement) shall be in good working order and/or good repaircondition and shall comply with all applicable laws, requirements of building codes, California accessibility codes and the Americans with Disabilities Act [42 U.S.C. Section 12101 et seq.] (the "ADA") as in effect on the case may beCommencement Date (the "Building Warranty"). The Building Warranty shall not apply to any improvements or alterations made by or at the request of Tenant, except as specifically set forth in the Work Letter Agreement. If the Premises do not comply with the Building Warranty, promptly after Landlord's receipt of written notice from Tenant given within six (6) months after the Commencement Date specifying in detail the nature and extent of such non-compliance, Landlord, at the time Tenant occupies the Premises. The Premises Landlord's sole cost and expense, shall be initially improved take such action as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred is reasonably necessary to herein as the “Tenant Improvementsremedy such non-compliance.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord The Premises through Use Contract(s) shall deliver be licensed to TEATRO DALLAS for priority use during the Term of this Agreement as a resident theater company per the terms of this Agreement and for no other purpose. Except as otherwise set forth in this Agreement, the Use Contract(s) shall govern the terms, conditions, and respective obligations of the parties during each period of TEATRO DALLAS’s use of the Premises. Prior to each possession period, TEATRO DALLAS agrees it shall have made an independent investigation of the Premises and Landlord’s Work shall be good will have determined that the Premises is in all respects suitable for its intended use. TEATRO DALLAS hereby covenants and workmanlike using first class materials. Landlord’s Work agrees that TEATRO DALLAS is hereby warranted for one year from familiar with the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure current condition of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject toaccepts the current and future condition of the Premises for use during its respective Use Contract(s) periods in adherence with the LCC’s customary practice(s) for turnover of any portion of the LCC for use by a third party set forth in the then applicable Use Contract(s). Unless otherwise provided for in the then applicable Use Contract(s), during the term of this Agreement, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred City shall have no obligation to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 make any modifications to the Premises and/or or other parts portions of the Building pipesLCC due to the nature of TEATRO DALLAS’s intended use. Unless otherwise provided for in the then Use Contract(s), ductsin its use of the Oak Farms Dairy Performance Hall, conduitsTEATRO DALLAS agrees it shall not modify the onstage configuration or create a black box setting at any time during the Term. TEATRO DALLAS, wiresagrees to cooperate with CARA MIA Theater Co. and the City in the allocation of weekly use during the Term. TEATRO DALLAS and CARA MIA Theater Co. will have first choice of dates for productions on the LCC calendar prior to any other user group. TEATRO DALLAS and CARA MIA Theater Co. will each have an allotment of 16 weeks for a total of 4 productions per fiscal year in the multi-form theater space and the Oak Farms Dairy Performance Hall with at last 4 weeks in each space. TEATRO DALLAS will have the flexibility to increase up to 20 weeks for up to two consecutive fiscal years for the duration of the Agreement or may decrease to 12 weeks for a maximum of two consecutive years for the duration of the Agreement. TEATRO DALLAS acknowledges and agrees that as a resident company along with CARA MIA Theater Co., appurtenant fixturesTEATRO DALLAS and CARA MIA Theater Co. must work together to determine fair distribution of their allotted dates, and mechanical systemsTEATRO DALLAS hereby commits to do so. All scheduling disputes shall be referred to the LCC Manager. In the event of a dispute, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such LCC Manager will work with both resident companies together for a resolution. TEATRO DALLAS does hereby acknowledge the least inconvenience to Tenant as possibleTier system of other LCC core groups and Latinx users for general purpose rentals. TEATRO DALLAS, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord resident company alongside CARA MIA Theater Co, shall have access to the LCC theaters in accordance with industry standards for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsa professional theater.

Condition of Premises. Landlord shall deliver Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and Landlord’s Work shall be good has had adequate opportunity to investigate and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from inspect the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure condition of the Building shall be Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in good working order their "AS IS, WHERE IS" CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or good repair, as representatives of Lessor the case may be, at the time Tenant occupies environmental condition of the Premises. The Premises shall be initially improved as provided inLessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the date of this LeaseEffective Date, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to installall applicable zoning, usemunicipal, maintaincounty and state laws, repair, replace ordinances and relocate for service to regulations governing and regulating the Premises and/or other parts use of the Building pipes, ducts, conduits, wires, appurtenant fixturesPremises, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in accepts this Lease subject thereto and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsall matters disclosed thereby and by any exhibits attached hereto.

Condition of Premises. The Plans shall create no responsibility or liability on the part of Landlord for the completeness of such plans, or their design sufficiency, or compliance with Applicable Law. Landlord shall deliver have no obligation to Tenant for defects in design, or materials of the Landlord Improvements. The Landlord Improvements shall be deemed substantially completed on the date on which Landlord delivers to Tenant (i) an occupancy permit (permanent or temporary) from the governmental agency responsible for issuing the same, and (ii) a certification from Landlord's architect or construction manager stating that the Premises are substantially complete and ready for occupancy, subject only to any remaining work on a "punchlist" thereafter to be completed by the Landlord’s Work shall be good 's contractor which will not substantially adversely affect Tenant's ability to occupy and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in use the Premises (except for any specialty areas, e.g. the vivarium). Landlord warrants and represents that, as of the date of this LeaseCommencement Date, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate the Landlord Improvements for service to the Phase I Premises and/or other parts shall have been constructed in accordance with the provisions of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located Plans in the Premises or the Buildingaccordance with this Lease, (ii) to alterthe Phase I Premises will be in good and clean operating condition and repair, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) the electrical, mechanical, HVAC, and other building systems serving the Phase I Premises will be in good condition and repair, and (iv) the roof of the Building will be in good condition and water tight; provided, however, as Tenant's sole remedy with regard to comply with any federalviolation of such warranty and representation, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts promptly after receipt of the Punch List (as defined below), diligently proceed to perform remedy any such work punch list items. Except as specifically provided herein, TENANT HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONDITION AND USE OF THE PREMISES, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Tenant agrees, that by taking possession of the Premises, it acknowledges that it has inspected the Premises, that they are in good condition, and that it accepts the Premises in their then current condition subject only to a punchlist of non-compliance with the least inconvenience this Lease delivered from Landlord to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result within sixty (60) days after the Commencement Date ("PUNCH LIST"). Any provision of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedto the contrary notwithstanding, Landlord shall not be deemed in default hereunder responsible for failing any defects as a result of the design and/or engineering of the Plans. Landlord shall assign to perform such obligationsTenant any applicable warranties from Landlord's contractors with regard to the Landlord Improvements.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved rented as provided inis. Any repairs, alterations or changes needed to maintain the grounds or structures on the property will be done at the discretion of the lessor. We strive to keep the Premises fully maintained but timing of these changes is difficult to predict and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements may cause slight changes in the Premises as appearance of the date facilities. ______ Articles Left: Immediately following the Event end time/date, Lessor shall have the sole right to collect, store and/or dispose of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 articles left at the Premises by Lessee or by persons attending any event held at the Premises. Lessor shall not be liable to Lessee for collection, storing and/or other parts disposing of such articles. _____ Safety: Lessee shall not knowingly bring or permit anyone to bring onto the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in Premises anything which will increase the fire hazard or the rate of insurance on the Premises or any fixture, or furnishings therein or there on. Lessee shall not bring or permit any person to bring onto the BuildingPremises any animal without prior written consent of the Lessor unless it is a licensed service animal. Fireworks, (iifirecrackers, flame/fire of any kind, are prohibited unless it is approved by the Lessor. Lessor may make any safety announcements, as Lessor deems necessary at any time in the interest of public safety. Lessee will cooperate with the delivery of such announcements for public safety. _____ Disclaimer of Liability: Xxxxxx County Convent Foundation, Inc. will not be held responsible or liable for damages to any equipment or item(s) brought onto the Premises nor will they be held responsible or liable for injury or damage caused by such equipment or item(s) to alteran individual. All responsibility and liability shall be upon the renter. Lessee shall indemnify and hold harmless Lessor from and against any and all claims, close losses, damages, causes of action, suits, and liabilities arising in favor of any person, including all expenses of litigation, court cost, and attorneys’ fees, from injury to or relocate death of any facility person or for damage to any property, arising out of or in connection with the rental and/or use of the Premises. _____ Smoking: Xxxxxx County Convent Inc. (1884 Carmelite Plaza) is a tobacco free facility. Smoking and other use of tobacco is prohibited on the property or in the Premises buildings, pavilion, or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) restrooms. Failure to comply with any federal, state or local law, rule or order with respect thereto or could affect the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsfull deposit return.

Condition of Premises. By entry hereunder upon delivery of possession of the Premises to Tenant with work to be performed by Landlord substantially complete, Tenant accepts the Premises as being in the condition in which Landlord is obligated to deliver the Premises. Landlord shall deliver maintain, replace and repair the structural parts of the Premises which shall include only the foundations, bearing and exterior walls (excluding glass but including exterior repainting), subflooring and roof (including replacement of the roof membrane), electrical, plumbing and sewerage systems lying outside the Premises, exterior doors (excluding glass) window frames, and gutters and downspouts. Landlord shall maintain a service contract for repairs and maintenance of the heating, ventilating and air conditioning system, said maintenance contract to conform to the requirements under the warranty, if any, on said system. Landlord shall xxxx Tenant for the cost of all such XXXXXX SCHOLLS maintenance, repairs and replacements to the Premises and Landlord’s Work such heating, ventilating and air conditioning system service contract and Tenant shall pay such xxxxxxxx within ten (10) days after receipt. Any capital expenditure in excess of $10,000 shall be good amortized over the useful life of the capital asset in question and workmanlike using first class materialsTenant shall pay the monthly amortization charge on account of such expenditures including interest thereon at the rate of nine percent (9%) per annum. Landlord shall take reasonable steps to minimize interference with Tenant's business in the performance of such work. Notwithstanding the foregoing during the original term, Landlord shall maintain the roof at Landlord’s Work is hereby warranted 's expense, except for one year from the Rent Commencement Date and no costs to effect the same damage caused by Tenant which damage shall be included in Operating Expenses. All Building systems includingrepaired by Landlord at Tenant's expense and Landlord shall make extraordinary repairs to the heating, but not limited toventilating and air conditioning system at Landlord's expense except for damage caused by Tenant, HVAC, mechanical and electrical, elevators and the structure of the Building which damage shall be repaired by Landlord at Tenant's expense. Subject to the foregoing, Tenant shall, at Tenant's own expense, keep the Premises in good working order and/or good condition and repair, including without limitation, the maintenance, replacement and repair of any walls, floors, ceilings, interior doors, exterior and interior windows and fixtures, plumbing, electrical wiring and conduits, as the case may bewell as damage caused by Tenant, its agents, employees, contractors or invitees (subject to Section 6.4). Tenant shall, at the time Tenant occupies Tenant's expense, obtain janitorial services for the Premises. The Premises shall be initially improved as provided inTenant shall, and subject to, upon the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date termination of this Lease, together with surrender the Tenant Improvements Premises to Landlord, in good condition except for ordinary wear and tear and for damage covered by Landlord's fire and extended coverage insurance. If Landlord has not commenced repair or maintenance required to be performed by Landlord hereunder within thirty (as defined 30) days after written notice thereof from Tenant, or if so commenced, is not diligently pursuing same to completion, and such failure materially impairs Tenant's ability to conduct its business in the Premises, then Tenant Work Letter) may be collectively referred to herein as shall have the “Tenant Improvements.” Landlord reserves the right from time to timeright, but subject not the obligation, to payment by and/or reimbursement from make such repairs and Landlord shall reimburse Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose reasonable cost thereof plus an administrative fee of complying with legal requirements for fire/life safety for 15% within thirty (30) days after receipt of a xxxx therefor from Tenant. In 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord Tenant may (but shall not be deemed in default hereunder for failing to obligated to) perform such obligationsrepairs which would otherwise be Landlord's obligation hereunder which may be reasonably necessary after having given Landlord such notice, if any, as may be practicable under the circumstances if such failure materially impairs Tenant's ability to conduct its business in the Premises.

Condition of Premises. Tenant acknowledges that, except as 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, the Site or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business. Except as otherwise set forth in this Lease, Tenant accepts the Premises “as is”, Tenant having the opportunity to have made all investigations and tests it has deemed necessary or desirable in order to establish to its own complete satisfaction the condition of the Premises. Tenant accepts the Premises in their condition existing as of the Commencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the Premises and any covenants or restrictions of record. Notwithstanding anything set forth in this Section 11.1 to the contrary, Landlord shall deliver the Premises to Tenant in good order and Landlord’s Work shall be repair, vacant and broom swept, and with all Building Systems (as defined below) serving the Premises in good operating order and workmanlike using first class materialsrepair. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of Landlord warrants that the Building Systems serving the Premises shall be in good working operating order and/or good repair, as and repair during the case may be, at six (6) month period after the time earlier of Tenant occupies commences its regular business operations in the Premises, or March 31, 2022, Landlord shall make such necessary repairs to the Building System at Landlord’s sole cost without the inclusion of such costs in Operating Expenses, provided that Tenant has notified Landlord of the need to repair such Building System within six (6) months after the earlier of Tenant commences its regular business operations in the Premises, or March 31, 2022 Commencement Date. The Premises As used herein, the term “Building Systems” shall be initially improved as provided inmean the plumbing, sewer, drainage, electrical, fire protection, life safety security systems and equipment, existing heating, ventilation and air-conditioning systems, and subject to, all other mechanical and electrical systems and equipment serving the Tenant Work Letter attached hereto Building as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises they exist as of the date of this LeaseCommencement Date (excluding only existing clean rooms, together with existing labs and any Building Systems that exclusively serve the existing clean rooms and existing labs) and any Tenant Improvements Changes (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvementsbelow).” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord shall deliver Having made such inspection of the Premises, the Building, Lot 1 or 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 use and condition of the Premises, 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; provided, however, that nothing herein shall be deemed to alter, limit, or otherwise amend any of Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may bemaintenance and other obligations under this Lease, at the time Tenant occupies all of which shall remain in full force and effect notwithstanding Tenant’s acceptance of the Premises. The Premises shall be initially improved Except as provided in, specifically set forth in this Lease and subject to, in the Tenant Work Letter Agreement for Tenant Improvements and Interior Specification Standards attached hereto as Exhibit “B” C and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements hereof (as defined in the Tenant “Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied”), Landlord shall not be deemed obligated to provide or pay for any improvement work or services related to the Tenant Improvements for the Premises. Tenant acknowledges that 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, nor is either party is relying on, any representation or warranty outside those expressly set forth in default hereunder this Lease. Neither Landlord nor anyone acting on its behalf shall be liable for failing the nondisclosure of any facts other than Landlord’s breach of any express representation or warranty contained in this Lease, nor shall this Lease be subject to perform such obligationsrescission on account of, the nondisclosure of any facts. Tenant expressly waives any right to rescission and /or damages (other than any damages that may be recoverable under this Lease as a result of Landlord’s breach of any of its express representations or warranties contained in this Lease) based on nondisclosure of any facts.

Condition of Premises. (a) Tenant shall notify Landlord shall deliver at least 30 days before vacating the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted to arrange for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure a joint inspection of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The If Tenant fails to give notice and arrange an inspection, Landlord's inspection after Tenant vacates the Premises shall be initially improved as provided in, and subject to, conclusively deemed correct for purposes of determining Tenant's responsibility for repairs to the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in Premises. (b) On or before the Premises as of Expiration Date or the date of earlier termination of this Lease, together with the Tenant Improvements (as defined shall, at its expense, remove all property owned by or in the custody of Tenant Work Letter) may from the Premises; all property not timely removed shall be collectively referred deemed abandoned at Landlord's option. Tenant appoints Landlord its agent to herein as the “Tenant Improvements.” Landlord reserves the right remove its property from time to time, 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 Premises and/or other parts on termination of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedto cause transportation and storage of Tenant's property for Tenant's benefit, all at Tenant's sole cost and risk, and Landlord shall not be deemed liable for any damage to or loss or theft of any of the property. (c) On the Expiration Date or on earlier termination of this Lease, Tenant shall peaceably surrender the Premises in default hereunder good order and in a condition consistent with Tenant's repair obligations under this Lease, and shall surrender at the place then fixed for failing payment of Rent all keys for the Premises and shall inform Landlord of combinations of any vaults, locks and safes left at the Premises. (d) Tenant shall reimburse Landlord on demand for any expenses incurred by Landlord with respect to perform such obligationsremoval, transportation or storage of abandoned property or with respect to restoring the Premises to the condition required on surrender.

Condition of Premises. Landlord shall deliver Tenant shall, during the Lease Term, keep the Leased Premises and Landlord’s Work the improvements and appurtenances therein in good order and condition, and at the expiration of the Lease Term, or at the sooner termination of this Lease as herein provided, deliver up the same in good order and condition, ordinary wear and tear excepted, as at the beginning of the tenancy, broom clean, damage by fire or other insured casualty excepted, and, subject to the provisions of Section 9 hereof, Tenant shall remove all of its property therefrom (including, without limitation, the Vaults) prior to such termination. Any items of Tenant's personalty remaining in the Leased Premises after the termination of the Lease shall be good deemed abandoned by Tenant and workmanlike using first class materials. become the sole property of Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, any costs incurred by Landlord in storing and/or disposing of such abandoned property shall remain the event sole obligation of Tenant, which obligation shall survive the termination of this Lease. Tenant shall pay for all damage to the Building, its fixtures and appurtenances, as well as all damage sustained by the tenants or occupants of the Building due to any waste, misuse or neglect of the Leased Premises, its fixtures and appurtenances, by Tenant, its employees or any other person or persons upon the Leased Premises. Tenant shall not place a load upon any floor of the Leased Premises exceeding the floor load per square foot, which such floor was designed to carry and which may be allowed by law. There shall be no allowance to Tenant for a diminution of rental value, no abatement of rent, and no liability on the part of Landlord requires entry into by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making repairs, alterations, additions or improvements in or to any portion of the Premises Real Property or Leased Premises, or in or to fixtures, appurtenances or equipment thereof, and no liability upon Landlord for failure of Landlord or others to make any repairs, alterations, additions or improvements in or to any portion of the purpose Building or of performing any of its obligations contained the Leased Premises, or in this Lease or to the fixtures, appurtenances or equipment thereof and such entry is denied, Landlord the foregoing shall not be deemed in default hereunder for failing construed to perform mean that Landlord has any such obligations.

Condition of Premises. Landlord shall deliver The Premises are subleased to Subtenant upon and subject to the Premises terms and Landlordconditions herein set forth, in their “as-is” condition existing on the date of this Amendment, without requiring any alterations, improvements, repairs or decorations to be made by Sublandlord, or at Sublandlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may beexpense, at the time Tenant occupies the Premises. The Premises shall be initially improved possession is given to Subtenant, except as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements set forth in the Premises as of the date Section 7 of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencyAmendment. Notwithstanding the foregoing, in the event Landlord requires entry into Sublandlord, at Sublandlord’s sole cost and expense, shall demise the Premises for from the purpose 47th floor of performing the Building by installing a temporary enclosure in accordance with the plans attached hereto as Exhibit B (the “Stairs Enclosure”), which will remain during the entire term of this Amendment. As part of the Stairs Enclosure, Sublandlord will match existing finishes within the Premises. Subtenant hereby acknowledges and agrees that the Stair Enclosure work may proceed after it takes possession of the Premises, and that such work may be conducted during normal business hours. While Sublandlord shall take commercially reasonable measures to mitigate any disruption in Subtenant’s operations or construction of its obligations contained in this Lease and such entry is deniedthe Improvements by Tenant, Landlord Sublandlord shall not be deemed in default hereunder for failing of this Amendment, nor shall any delays caused by the completion of the Stair Enclosure work affect any of Tenant’s obligations hereunder; provided, however, if the Stairs Enclosure is not completed in accordance with the plans attached hereto as Exhibit B on or before thirty (30) days following the Sublease Commencement Date (as defined below), Subtenant shall have the right, after at least five (5) days written notice to perform Sublandlord, to complete the Stairs Enclosure and deduct the actual cost of such obligationswork from future Rent payable by Subtenant. Notwithstanding the foregoing Sublandlord’s architect shall provide a design and pricing plan to create a reception area with elevator identity within the Premises. Sublandlord shall pay the cost and expense of the original plan and one revision thereto, with any further revisions thereto being taken out of the Improvement Allowance (hereinafter defined).

Condition of Premises. Landlord shall deliver has made no representations respecting the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure condition of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, except as specifically set forth in this Lease. Landlord represents to Tenant that on the Effective Date, (i) the existing restrooms at the Premises and the path of travel requirements for the Building to and from the Premises are in compliance with ADA Requirements, and (ii) the Premises (including the systems servicing the Premises) are in good working order and repair. In the event of any breach of any of the foregoing warranty, as Tenant’s sole remedy, Landlord shall promptly rectify the same at its sole cost and expense. The foregoing warranty by Landlord is only effective prior to alterthe commencement of any Tenant Improvement Work and Tenant shall have the sole obligation regarding ADA Requirements compliance respecting the Premises and Building due to the Tenant Improvement Work, close subject to Landlord’s payment to Tenant of up to a maximum of Twenty-Five Thousand Dollars ($25,000) in addition to Tenant Improvement Allowance (as hereinafter defined), if and only if, additional ADA compliance work is required by the City and County of San Francisco to the existing restrooms at the Premises, or relocate any facility in path of travel requirements for the Building to and from the Premises, due to the Tenant Improvement Work. Tenant shall use its best efforts to avoid triggering additional ADA compliance work to the existing bathrooms at the Premises or related path of travel requirements for the Common Areas or otherwise conduct any Building due to its Tenant Improvement Work. For avoidance of doubt, Tenant shall have no right to re-measure the Rentable Area of the above activities Premises, which is stated in Section 1, for the purpose of complying with legal requirements for fire/life safety for recalculating the Building or otherwise Base Rent 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operationsPercentage Share. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencyTenant acknowledges and agrees that Tenant has fully satisfied itself as to such calculations. Notwithstanding Subject to the foregoing, in the event Landlord requires entry into shall deliver the Premises to Tenant broom clean and free of debris and otherwise in its “AS-IS” condition, which is hereby approved by Tenant. Tenant is responsible for the purpose installation and maintenance of performing all Cable serving the Premises, and any other desired improvements, subject to Section 8 (Alterations) and Exhibit B, and Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate, or paint the Premises or any part of its them, other than Landlord’s obligations contained in of maintenance and repair pursuant to this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsLease.

Condition of Premises. Landlord Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the building of which the Premises are a part to Landlord’s Work . Upon Tenant's vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord's consent) that Landlord may require Tenant to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant's expense. Such repairs shall be good performed in a manner satisfactory to Landlord and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includinginclude, but are not limited to, HVACthe following: capping all plumbing, mechanical capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and electrical, elevators and the structure thorough cleaning of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises If Tenant fails to remove any items that Tenant has an obligation to remove under this Section when required by Landlord within ten (10) business days of Tenant's receipt of Landlord's request to dispose of said property, such items shall, at Landlord's option, become the property of Landlord and Landlord shall be initially improved as provided in, have the right to remove and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as retain or dispose of the date of this Leasesame in any manner, together with the without any obligation to account to Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectproceeds thereof. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim waives all claims against Landlord for interruption any damages to Tenant resulting from Landlord's retention or interference with Tenant’s business and/or operationsdisposition of such Alterations of personal property. No incursion into or through the Premises Tenant shall be made without Tenant’s consent except in the case liable to Landlord for Landlord's costs of an emergency. Notwithstanding the foregoingremoving, in the event Landlord requires entry into the Premises for the purpose storing and disposing of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsitems.

Condition of Premises. Landlord shall deliver The Tenant acknowledges that the Premises and Landlord’s Work shall be said property is in good and workmanlike using first class materialscondition. Landlord’s Work If there is hereby warranted for one year from anything about the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure condition of the Building shall property that is not good, they agree to report it to Landlord within three (3) days of taking possession of the property. They agree that failure to file any written notice of defects will be legally binding proof that the property is in good working order and/or good repair, as the case may be, condition at the time of occupancy. An Inventory and Inspection Record has been provided for the Tenant's use. Only after this has been filled out (within the three (3) day time limit) will the Landlord take any action to complete the necessary repairs. Landlord warrants that all major systems will be functional and in good repair at time of possession. Light switches, wall plugs, doors, windows, faucets, drains, locks, toilets, sinks, heater, etc., will either be in working order or will be repaired once Tenant occupies has completed the PremisesInspection and Inventory Record. Tenant is encouraged to report any necessary repairs, no matter how slight, in writing, but they are hereby advised the Landlord does not normally repair or replace nonfunctional items such as paint, carpets, etc., every time a property changes possession. Those items are scheduled for repair/replacement at regular intervals regardless of tenant turnover. Good housekeeping is expected of everyone. Tenant agrees to keep quarters clean and in sanitary condition. The Premises shall be initially improved as provided inTenant agrees not to permit any deterioration or destruction to occur while they are occupying the property. They agree to maintain the walls, woodwork, floors, furnishings, fixtures and subject toappliances (if any), the Tenant Work Letter attached hereto as Exhibit “B” windows, screens, doors, plumbing, air-conditioning and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Leaseheating, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, electrical and mechanical systems, wherever located in as well as the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any general structure and appearance of the above activities property. Tenant agrees to follow all Landlord instructions, especially where posted. Tenant is responsible for removal of snow from the purpose public sidewalk associated with his home. Snow should be removed per city of complying with legal requirements for fire/life safety for Boulder Ordinance. The mailbox is the Building or otherwise property of the Landlord and (iii) is not to comply with be altered in any federal, state or local law, rule or order with respect thereto or way by the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord shall deliver the Premises Except as expressly set forth in this Lease and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant 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 Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed 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 default hereunder its "As Is" condition on the date Landlord delivers possession of the Premises to Tenant and on the Lease Commencement Date. Landlord shall deliver possession of the 1020 Premises and that portion of the 1010 Premises designated "Lab & Warehouse" on Exhibit A-4 attached hereto (the "1010 Lab Space") to Tenant within one (1) business day after the mutual execution and delivery of this Lease (and Tenant's delivery of all other items required to be concurrently delivered to Landlord, e.g., Security Deposit, evidence of insurance, etc.). Landlord shall use commercially reasonable efforts to deliver possession of that portion of the 1010 Premises designated "Office Space" on Exhibit A-4 attached hereto (the "1010 Office Space") to Tenant on or prior to February 1, 2016. If Landlord does not deliver possession of the 1010 Office Space to Tenant on or before February 1, 2016 (the "Outside Delivery Date"), as such date shall be extended day for failing day for each day Landlord is delayed in delivering possession of the 1010 Office Space to perform such obligationsTenant as a result of events of Force Majeure (as defined in Section 24.17 below and which for purposes of this Lease shall not include the failure or refusal of a tenant to vacate or surrender possession of any portion of the 1010 Office Space), then Landlord shall xxxxx one (1) day of Base Rent otherwise payable for the 1010 Office Space at the per diem rate of $.07 per rentable square foot of the 1010 Office Space (collectively, the "Delay Abated Rent") for every one (1) day of delay that Landlord fails to deliver possession of the 1010 Office Space to Tenant beyond the Outside Delivery Date (as so extended); provided, however, the Lease Expiration Date for the entire Premises shall be extended on a day-for-day basis for each day that Tenant is entitled to Delay Abated Rent pursuant to this Section 1.2. The abatement right afforded to Tenant under this Section 1.2 shall be Tenant's sole and exclusive remedy for Landlord's failure to deliver possession of the 1010 Office Space to Tenant on or before the Outside Delivery Date, as it may be extended as provided hereinabove.

Condition of Premises. (a) Landlord shall deliver covenants to construct the Premises Base Building and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs Tenant covenants to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, construct the Tenant Improvements in a first-class manner and in full compliance with all Applicable Laws applicable to new construction, including ADA, pursuant to the Work Letter attached hereto as Exhibit “B” and made a part hereofAgreement. The existing leasehold improvements in the Premises In addition, neither Landlord nor Tenant, nor either of their respective contractors shall use asbestos or unlawful amounts of substances determined by Applicable Law as of the date of this LeaseLease to be hazardous substances (collectively, together with the Tenant Improvements (as defined "Hazardous Substances"). If Hazardous Substances are found in the Development, Premises or Building, then to the extent required by law, Landlord shall remove, or cause to be removed, any and all Hazardous Substances from the Development, Premises and the Building (except the existence of Hazardous Substances which is caused by Tenant, in which case, Tenant Work Lettershall immediately remove such Hazardous Substances at Tenant's sole cost and expense). The conduct of such removal shall be in accordance with all Applicable Laws. (b) may be collectively referred Tenant and Landlord shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any "Hazardous Material" upon or about the Building, nor permit their respective employees, agents, invitees or contractors to herein as engage in such activities upon or about the “Tenant Improvements.” Landlord reserves Building. However, the right from time foregoing provisions shall not prohibit the transportation to timeand from, but subject to payment by and/or reimbursement from Tenant as otherwise provided hereinand the use, storage, maintenance and handling within, the Premises of substances customarily used in connection with normal office use provided: (i) such substances shall be used and maintained only in such quantities as are reasonably necessary for the permitted use of the Premises set forth in this Lease strictly in accordance with Applicable Laws and the manufacturers' instructions therefor; (ii) such substances shall not be disposed of, released or discharged on the Building or the Project, and shall be transported to installand from the Premises in compliance with all Applicable Laws, and as Landlord shall reasonably require; (iii) if any Applicable Law or Landlord's trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant's expense for such disposal directly with a qualified and licensed disposal company at a lawful disposal site (subject to scheduling and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed), and shall ensure that disposal occurs frequently enough to prevent unnecessary storage of such substances in the Premises; and (iv) any remaining such substances shall be completely, properly and lawfully removed from the Building upon expiration or earlier termination of this Lease. (c) Landlord shall construct the Base Building to enable Tenant to commence the lawful construction of its Tenant Improvements and, when completed, to obtain a Certificate of Occupancy (or temporary certificate of occupancy or other governmental approval (in any such case, "Occupancy Permit") that shall permit Tenant to use and occupy the Premises) for the Premises ("Delivery Condition"). If, however, Tenant is able to obtain a building permit for the commencement of construction of the Tenant Improvements but is not able to obtain an Occupancy Permit until Landlord has caused the Base Building to comply with Applicable Laws for new construction, then Delivery Condition shall nevertheless be deemed to have occurred; provided, however, that the Commencement Date shall be delayed until Landlord has complied with its obligations under this Section 13 and/or the Work Agreement to the extent necessary to enable Tenant to obtain an Occupancy Permit. Notwithstanding anything herein to the contrary, Tenant covenants to perform all alterations, improvements and other work resulting from a Tenant Upgrade Cause, as hereinafter defined. A "Tenant Upgrade Cause" means any alteration, improvement or other work required by Applicable Law to be made to the Building including, without limitation, the ADA on account of Tenant's particular use, maintainmanner of use, repairoccupancy or manner of occupancy of the Premises, replace Building and/or Development in excess of that of any general office use or the particular type of tenant improvements Tenant is requiring, and relocate would not necessarily be used by all office tenants. In addition, Tenant acknowledges that Tenant shall be responsible for service to complying with all Applicable Laws within the Premises and/or other parts (exclusive of the Building pipes, ducts, conduits, wires, appurtenant fixtures, Systems and mechanical systems, wherever located Building Structure unless modifications are required to be made to the Base Building on account of a Tenant Upgrade Cause) once the Premises are delivered in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience Delivery Condition to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through on the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsDelivery Date.

Condition of Premises. Landlord Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the building of which the Premises are a part to Landlord’s Work . Upon Xxxxxx's vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord's consent) that Landlord may require Tenant to remove. Tenant shall repair all damage to the Premises caused by such removal, and shall restore the Premises to its prior condition, all at Tenant's expense. Such repairs shall be good performed in a manner satisfactory to Landlord and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includinginclude, but are not limited to, HVACthe following: capping all plumbing, mechanical capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and electrical, elevators and the structure thorough cleaning of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises If Tenant fails to remove any items that Tenant has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord's option, become the property of Landlord and Landlord shall be initially improved as provided in, have the right to remove and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as retain or dispose of the date of this Leasesame in any manner, together with the without any obligation to account to Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 effectproceeds thereof. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim waives all claims against Landlord for interruption any damages to Tenant resulting from Xxxxxxxx's retention or interference with Tenant’s business and/or operationsdisposition of such Alterations or personal property. No incursion into or through the Premises Tenant shall be made without Tenant’s consent except in the case liable to Landlord for Landlord's costs of an emergency. Notwithstanding the foregoingremoving, in the event Landlord requires entry into the Premises for the purpose storing and disposing of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsitems.

Condition of Premises. The Premises shall be delivered to Tenant on the Commencement Date broom clean, free of the prior occupant, InfraReDx, and in “as-is” condition. Tenant acknowledges and agrees that neither Landlord nor any of Landlord’s agents have made any representations or warranties with respect to the Premises, and Landlord has no obligation to perform any work, or make any alterations, additions or improvements to the Premises to prepare the Premises for Tenant’s use and occupancy, except that Landlord shall cause to be performed, at Landlord’s expense, certain upgrades to the Premises as described in Exhibit C attached hereto and incorporated herein and substantially in accordance with Exhibit C-1 (“Interior Upgrade Work”). Additionally, Landlord, at its expense, shall (a) upgrade the façade at the east side of the Building, substantially in accordance with the rendering attached hereto as Exhibit C-2 and (b) replace the existing windows on the North and South sides of the Building with new windows (a one-for-one swap) (all such work being the “Exterior Building Upgrades”). Landlord is required to make certain interior structural upgrades to the Building, including the addition of associated bracings and footings, as part of the Exterior Building Upgrades. In connection with this structural work, Landlord shall have the right to change the layout of the Premises and perform demolition work to the interior of the Premises as appropriate based on recommendations of Landlord’s engineers and contractors. In that event, Landlord shall, at its sole expense, make all necessary repairs to the Premises following the demolition work to deliver the Premises in good and functional condition. The Interior Upgrade Work and the Exterior Building Upgrades are collectively referred to herein as “Landlord’s Work.” Landlord’s Work shall be performed, at Landlord’s expense, in good and workmanlike manner, using first class materialsbuilding standard materials and in accordance with building standards. Landlord shall be solely responsible for obtaining all licenses and permits necessary in connection with Landlord’s Work is hereby warranted for one year from Work. Tenant’s occupancy of any part of the Rent Commencement Date and no costs to effect the same Premises shall be included in Operating Expenses. All Building systems includingconclusive evidence, but not limited to, HVAC, mechanical and electrical, elevators and the structure that Tenant has accepted possession of the Building shall be Premises in good working order and/or good repairits then current condition, as the case may be, and that at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject tosuch possession was taken, the Tenant Work Letter attached hereto Premises were in a good and satisfactory condition as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of required by this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, 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 Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts diligence to perform cause the Landlord’s Work to be Substantially Completed by the Anticipated Delivery Date, subject to the provisions of Section 10.5 hereof, and any such work with delays caused by the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold action or reduce Rent or other charges due hereunder as a result inaction of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. The Preferential Space shall be tendered in an “as-is” condition. However, all leasehold improvements shall be constructed in the Preferential Space in accordance with the construction agreement (if any) attached to the applicable lease amendment. Any allowances shall be prorated for any delays in the Preferential Space Commencement Date, taking into account the economic assumptions underlying the terms in the Preferential Rental Notice. Provided the Lease (as amended) is then in full force and effect and no event of default, as defined in Article 18 of the Lease, shall have occurred, Tenant shall have the right of first refusal as hereinafter described to lease that portion of the space to be leased to a prospective tenant (the “Offered Space”) which is all or part of the space (the “Right of First Refusal Space”) containing approximately 21,574 Rentable Square Feet on the 10th floor of the Building (more specifically shown on Exhibit C-1 attached hereto), exercisable at the following times and upon the following conditions: 1. If Landlord enters into a bona fide letter of intent or other written agreement with a prospective tenant to lease the Offered Space, Landlord shall deliver notify Tenant of such fact and shall include in such notice the Premises rent, term, and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems other appropriate provisions (including, but not limited to, HVAC, mechanical and electrical, elevators and construction allowance for leasehold improvements) at which Landlord is prepared to offer such Offered Space to such prospective tenant (the structure “Offer Notice”). Tenant shall have a period of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of 7 business days from the date of delivery of the notice to notify Landlord whether Tenant elects to exercise the right granted hereby to lease the Offered Space. If Tenant fails to give any notice to Landlord within the required 7 business-day period, Tenant shall be deemed to have waived its right to lease the Offered Space. 2. If Tenant so waives its right to lease the Offered Space (either by giving written notice thereof or by failing to give any notice), Landlord shall have the right to lease the Offered Space to the prospective tenant and upon the execution of such lease between Landlord and the prospective tenant this LeaseRight of First Refusal as to the Offered Space shall thereafter be null, together void and of no further force or effect. 3. If Landlord does not enter into a lease with such prospective tenant covering the Offered Space, Landlord shall not thereafter engage in other lease negotiations with respect to the Right of First Refusal Space without first complying with the provisions of this Exhibit C. 4. Upon the exercise by Tenant Improvements (of its right of first refusal as defined provided in the this Exhibit C, Landlord and Tenant Work Letter) may be collectively referred shall, within 15 days after Tenant delivers to herein as the “Tenant Improvements.” Landlord reserves the right from time to timenotice of its election, 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 enter into an amendment to the Premises and/or other parts of Lease incorporating the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry Offered Space into the Premises for the purpose of performing any of its obligations contained rent, for the term, and containing such other terms and conditions as set forth in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsthe Offer Notice.