Common use of Condition of the Premises Clause in Contracts

Condition of the 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 condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Condition of the Premises. Tenant LCZ hereby acknowledges that, except as expressly set forth in that LCZ has personally examined the Premises prior to entering into this Lease, neither Landlord nor any agent Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of Landlord has made the Premises and not upon any representation or warranty warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, the Building including environmental conditions, valuation, salability or the Property, or with respect to the suitability utility of the Premises, the Building or the Property its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair clean-up or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct remediation in any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations manner of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6toxic or hazardous materials, below; and (c) upon the Commencement Datesubstances or wastes as may exist in, the Building systems provided by Landlord and serving the Premises including electricalon, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that under or affecting the Premises, the Building regardless of where now located, and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant specifically waives any right to Section 8.1, belowrecovery thereof.

Condition of the Premises. (a) The parties acknowledge that Tenant acknowledges that, except as expressly set forth is currently in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition occupancy of the Original Premises, has inspected the same and the Building or and is fully familiar with the Property, or with respect physical condition thereof and Tenant agrees to accept the suitability of Original Premises at the Premises, the Building or the Property for the conduct of Tenant’s businessExtended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy do any work in or to pay the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has inspected the Additional Space, is fully familiar with the physical condition thereof and agrees to accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or construct any improvements to the Premises Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 3. 3.02 Landlord shall perform Landlord’s Work (as otherwise expressly hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. Landlord shall perform the work set forth in this Lease or in on the Work Letter attached plans annexed hereto and made a part hereof as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that B (a“Landlord’s Work”) upon the Commencement Date, the Building and the Premises will be in material a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in each caseits sole discretion, without regard elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of the Finish Workrent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s particular use (as opposed to the Permitted Usebusiness or otherwise, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) in order to facilitate the performance by Landlord has full power of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon Landlord request and authority at Tenant’s sole cost and expense relocate to enter other areas of the Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment presently located in the Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and take all materials and equipment into this Lease the Original Premises that may be required for the performance of any portion of Landlord’s Work, and has obtained (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all consents the terms and taken all actions necessary conditions of the Lease, including payment of Rent. 3.03 Any changes in connection therewith other than or additions to the extent provided in Section 14.6Landlord’s Work, below; which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) upon the Commencement Datemade by Landlord, the Building systems provided by Landlord and serving the Premises including electricalor its agents, HVAC, plumbing and other utility systems shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in good working order and condition. Subject or additions to the foregoing and Additional Space after Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1has been completed, which shall be (a) requested by Tenant or Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.designated agents,

Condition of the Premises. Tenant acknowledges that, except as expressly set forth The USER shall not do any of the following in this Lease, neither Landlord nor respect of USER's access to the CHTTC: Breach any agent of Landlord has made any representation safety protocol or warranty regulations that the UNIVERSITY may institute with respect to access to the condition CHTTC from time to time; Breach any applicable laws, rules, regulations, by-laws and standards, including but not limited to those relating to the environment or public health; Place or leave, or permit to be placed or left, any trash, debris or refuse on the property; Bring onto the property any contaminants, dangerous goods, pollutants, hazardous materials or hazardous waste (as broadly defined in applicable legislation [whether in existence on the date of signing of this License or executed, promulgated or published after the date hereof], including, but not limited to (i) The Environment Act (Manitoba), The Contaminated Sites Remediation Act (Manitoba), The Dangerous Goods Handling and Transportation Act (Manitoba), The Public Health Act (Manitoba), the Canadian Environmental Protection Act 1999 (Canada) and all regulations thereunder and (ii) all applicable common law and general principles of equity) (hereinafter the “Hazardous Substances”), and shall at the termination or expiry of this License leave the Property free from any (potentially) Hazardous Substances in, on or near the Property which are or may be (i) caused by or through, (ii) generated or created as a result of the Premises, the Building operations of or the Propertyby, or (iii) brought onto the property, by the USER; Plant any trees or shrubs on, or remove or interfere with respect to the suitability of the Premisesany trees, the Building shrubs or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease facilities presently or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to future located on the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon property without the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any express written consent of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally)UNIVERSITY; Operate, or permit the obligations operation of, equipment or vehicles having a height greater than FOURTEEN (14) feet on the property; Erect or construct facilities, structures, buildings or fixtures on the Property without the UNIVERSITY's written consent, failing which such facilities, structures, buildings or fixtures may be removed by the UNIVERSITY or Manitoba Hydro at the USER’s expense; or Stockpile, accumulate, collect, reserve, store, pile, deposit or place materials of any other tenants in kind including but not limited to snow, earth, or gravel on the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to Property without the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession express written consent of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowUNIVERSITY.

Condition of the Premises. Tenant acknowledges thatTenant(s) agree to: (1) keep the premises clean and sanitary and in good repair, and upon termination of the tenancy, to return the premises to Landlord in a condition identical to that which existed when Tenant(s) took occupancy, except as expressly set forth for ordinary wear and tear; (2) immediately notify Landlord of any defects or dangerous conditions in this Leaseand about the premises of which they become aware; and (3) reimburse Landlord, neither Landlord nor on demand by Landlord, for the cost of any agent of Landlord has made any representation or warranty with respect repairs to the condition Premises damage by Tenant(s) or their guests or invitees through misuse or neglect. Tenant shall receive the following prior to the move in date. Tenant shall make amenable efforts to schedule a time with Landlord to meet at the Premises in order to transfer possession of the Premises, keys, and remotes. ____ Key(s) to Premises ____ Key(s) to Mailbox ____ Key(s) to Pool ____ Key(s) to Common Areas ____ Remote(s) for Garage Door ____ Remote(s) for Security Gate If Tenant(s) re-key existing locks or opening devices, Tenant(s) shall immediately deliver copies of all keys to Landlord. Tenant(s) shall pay all costs and charges related to loss of any keys or opening devices. Tenant(s) may not remove locks, even if installed by Tenant(s). PETS: No pets, including but not limited to any animal, bird, fowl, reptile or amphibian, and no aquariums in excess of 10 gallons (collectively referred to hereafter as “Pets”), are allowed on the Building Premises without prior written consent of Landlord. Any such consent may be revoked at any time, with or the Propertywithout cause, or with respect to the suitability of by giving a 30 Day written notice. Unless written permission has been given, pets may not be brought upon the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation whether such pets belong to alter, repair or otherwise prepare the Premises for Tenant’s occupancy Tenant(s) or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1other person. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations The presence of any other tenants pets as to which written permission has not been given and is not currently in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6force, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems even if such pets are “just visiting,” shall be in good working order deemed a material and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution incurable breach of this Lease and taking shall be cause for the service of possession of a 3 day notice terminating the tenancy. This policy does not apply to accommodation or service animals. A disabled individual who requires an animal in order to be able to use and enjoy the Premises shall conclusively establish that or the Property should contact Landlord, before bringing the animal onto the Premises, and request an accommodation to this Lease provision. All accommodation requests will be processed in accordance with applicable laws. None. ______________________________________________________, under the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowfollowing conditions: __________________________________________________________________________________.

Condition of the Premises. Allowance Tenant acknowledges that, except has inspected the Premises and agrees (a) to accept possession of the Premises in the condition existing on the Commencement Date "as expressly set forth in this Lease, neither Landlord nor any agent of is" and (b) Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterperform any work, repair supply any materials, incur any expense or otherwise make any alterations or improvements to prepare the Premises for Tenant’s 's occupancy. Tenant's occupancy or to pay for or construct of any improvements to part of the Premises except shall be conclusive evidence, as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained hereinagainst Tenant, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority Substantially Completed any work to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided be performed by Landlord and serving the Premises including electricalunder this Lease, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of Tenant has accepted possession of the Premises shall conclusively establish that in its then current condition and at the Premisestime such possession was taken, the Building Premises and the Property Building were at such time in good, sanitary a good and satisfactory condition as required by this Lease. Tenant shall perform such leasehold improvements in the Premises as it requires (the "Tenant Work"). The Tenant Work shall be subject to the provisions of Article 6 hereof. Landlord shall provide an allowance in the amount of $72,700.00 (the Tl Allowance") to be used by Tenant toward the cost of the design and repair; providedconstruction of the Tenant Work. The Tl Allowance may not be used for personal property or moving expenses. The Tl Allowance shall be advanced to Tenant on a monthly basis, nothing as costs are incurred, within thirty (30) days after receipt of requisitions from Tenant, which requisitions shall include contractor invoices, architects' certificates for payment, lien waivers through the prior advance, and such other items as Landlord shall reasonably require. Landlord shall not be required to advance any portion of the Tl Allowance for any work that is performed later than one (1) year after the date of this Lease, or for which Landlord receives a requisition later than thirteen (13) months after the date of this Lease, in no event shall Tenant be entitled to any cash payment, nor any credit against Rent due under this sentence relieves Lease, in the event that the entire Tl Allowance is not utilized. Within thirty (30) days after completion of the Tenant Work, Tenant shall provide Landlord with "as-built" drawings of its obligations pursuant the Tenant Work ARTICLE 31 Security Deposit Upon execution hereof, Tenant has deposited with Landlord a security deposit equal to Section 8.1three (3) months of average Base Rent (the "Security Deposit") for the faithful performance and observance by Tenant of the terms, below.provisions and conditions of this Lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease beyond applicable notice and cure periods, Landlord may draw on such Security Deposit to the extent required for the payment of Rent or any other sum as to which Tenant is in default, beyond applicable notice and cure periods, or any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the terms, covenants or conditions of this Lease beyond applicable notice and cure periods In the event that Landlord 33

Condition of the Premises. Tenant acknowledges thatSubject to the completion of Landlord’s Improvements by the Landlord, except as expressly set forth at Landlord’s expense, relative to the office space portion of the Premises and the work described in this LeaseSection and (the “Landlord’s Improvements”), neither the Premises are being leased in their “AS IS” condition. The Landlord nor any agent agrees that at the time of Landlord has made any representation or warranty delivery (i) the Premises shall be in conformity with respect to all applicable laws, ordinances, rules and regulations, (ii) the condition Premises shall be free of latent defects, (iii) the Landlord’s Improvements and the work described in this Section shall be completed in a good and workmanlike manner, using only new materials, (iv) the Landlord, at the Landlord’s expense, shall have obtained all permits required for the completion and occupancy of the Premises, Landlord’s Improvements and the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth work described in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained hereinSection, Landlord represents and warrants to Tenant that (av) upon the Commencement Dateall base building mechanical, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility Building systems shall be in good working order operating condition and conditionrepair, and (vi) the Premises shall be free and clear of all tenants and occupants. Subject If the Landlord’s Improvements and the work described in this Section are not substantially completed by December 15, 2007, the Landlord will credit one-half day’s Basic Rent for each day after December 15, and one full day’s Basic Rent for each day after December 31, that the office space is not Substantially Completed, excluding, any delays that are attributable to RXi. If the Landlord’s Improvements and the work described in this Section are not complete by February 1, 2008, then the Tenant may terminate this Lease by delivering written notice to the foregoing and Landlord, in which case this Lease shall terminate on the date set forth in the notice. There are no Landlord’s obligation Improvements contemplated or anticipated to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession laboratory portion of the Premises and any such work shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations be conducted by Tenant pursuant to Section 8.1, below5.2.

Condition of the Premises. (a) Except as expressly provided in paragraph (b) below, the Premises are being leased in their current condition AS IS, WITHOUT REPRESENTATION OR WARRANTY by Landlord, and that Landlord shall not be required to perform any work or improvements, or pay any allowance or amount on account thereof except as hereinafter specifically provided, to prepare the Premises for Tenant’s use. Tenant has made the necessary investigations to determine that Tenant’s proposed use of the Premises is permitted under applicable codes and ordinances. Tenant acknowledges thatthat it has inspected the Premises and the common areas of the Condominium, and has found the same to be satisfactory for their intended uses. (b) Landlord agrees, at its sole cost and expense, to create two (2) openings with lockable doorways between the Premises and Landlord’s Units (one doorway opening and door on each of the ground floor and the lower level), substantially as shown on Exhibit A, attached hereto. Landlord shall also install a “card-swipe” or keypad (or comparable) locking devices so as to enable Tenant’s employees to have access to the restrooms and kitchenette located in Landlord’s Units, and to enable Landlord’s employees to have access to the conference room located in the Premises, all as described above. Such work is referred to as “Landlord’s Work.” Landlord shall commence Landlord’s Work (including without limitation obtaining necessary permits or approvals) promptly upon full execution and delivery of this Lease and payment by Tenant of the Basic Rent and Security Deposit described above. Landlord’s Work will be deemed substantially completed when the same has been completed except as expressly set forth for minor items of work (and adjustments, fittings and the like) that can be installed subsequently without material interference with Tenant’s operations in the Premises. After the Commencement Date, Tenant shall afford Landlord reasonable access to the Premises for finishing such Landlord’s Work. (c) From and after the execution and delivery of this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect Tenant and its agents and contractors shall have access to the condition Premises for the purpose of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property installing Tenant’s data and telecommunication equipment and furniture (but not for the conduct of Tenant’s business). Tenant acknowledges shall immediately cease such early access activities upon notice from Landlord that Landlord the same is interfering with the completion of Landlord’s Work. Tenant shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or not be required to pay for Basic Rent or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1additional rent solely on account of such access. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will The provisions of Section 10.1 shall be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building full force and effect with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided period of any such access by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of Tenant or its obligations pursuant to Section 8.1, belowagents or contractors.

Condition of the Premises. Tenant acknowledges that, except that it occupies the Initial Premises and agrees to accept the same in “as expressly set forth in this Lease, neither Landlord nor any agent of is” condition on the Commencement Date and acknowledges that Landlord has made any representation or warranty with respect completed all improvements it has required Landlord to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges perform and that Landlord shall have no obligation to alter, repair make any alterations or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises or to provide Tenant with any funds for such purpose, except as otherwise expressly set forth in hereinafter provided. Landlord shall substantially complete the improvements to Suite 350, which Landlord and Tenant have agreed upon, on or before August 31, 2015, and the date of such substantial completion shall be the “Expansion Date”. Provided this Lease or is in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained hereinfull force and effect and Tenant is not in default hereunder, Landlord represents and warrants shall provide Tenant with an improvement allowance (“Landlord’s Contribution”) in an amount not to Tenant that exceed the lesser of (ai) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws one million dollars (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally$1,000,000), or (ii) the obligations third-party costs actually incurred or paid by Tenant to design and construction any alterations to the Premises performed in accordance with this Lease following the Date of this Lease (“Initial Work”). Tenant may requisition Landlord for payment of Landlord’s Contribution in monthly installments, as the Initial Work progresses. Each requisition for payment of Landlord’s Contribution (or for a portion thereof) shall include (i) a detailed breakdown of the costs of the Initial Work paid or incurred to the date of the requisition, (ii) copies of invoices from Tenant’s contractor for all such costs, (iii) a certification to Landlord from Tenant that all of the work for which requisition is being made has been performed in accordance with plans and specifications approved by Landlord, and (iv) waivers and releases of liens from all parties providing labor or materials in connection with the Initial Work through the date of the requisition; and the final requisition must include a copy of any other tenants in new or amended certificate of occupancy necessary for use of the Building Premises following performance of the Initial Work. Landlord shall pay each requisition to Tenant, or, at Landlord’s election, directly to Tenant’s contractor, within thirty (30) days after Landlord’s receipt of the requisition together with all required supporting documentation; provided, however, that Landlord shall have no obligation to make payment of any of Landlord’s Contribution with respect to their tenant improvements); any request for payment received later than May 31, 2017, time being of the essence, or at any time that Tenant is in breach of its obligations under the Lease, and any amounts not so requisitioned by such date shall be forfeited. As of the date of each payment of any installment of Landlord’s Contribution, Annual Fixed Rent shall increase by an amount equal to the level monthly payment of principle and interest, in advance, necessary to repay such installment with interest at eight percent (b8%) Landlord has full power and authority to enter into per annum over the then remainder of the term of this Lease. Provided this Lease is in full force and effect and Tenant is not in default hereunder, Landlord shall also provide Tenant with a refurbishment allowance (the “Refurbishment Allowance”) in an amount equal to the lesser of (i) seven hundred and eight thousand one hundred and eighty dollars ($708,180), or (ii) the third party costs actually incurred or paid by Tenant to design and construct any alterations to the Premises performed in accordance with this Lease after completion of the Initial Work (“Refurbishment Work”). Tenant may requisition Landlord for payment of the Refurbishment Allowance in monthly installments, as the Refurbishment Work progresses. Each requisition for payment of the Refurbishment Allowance (or for a portion thereof) shall include (i) a detailed breakdown of the costs of Refurbishment Work paid or incurred to the date of the requisition, (ii) copies of invoices from Tenant’s contractor for all such costs, (iii) a certification to Landlord from Tenant that all of the work for which requisition is being made to the date of the requisition has obtained been performed in accordance with plans and specifications therefor approved by Landlord, and (iv) waivers and releases of liens from all consents and taken all actions necessary parties providing labor or materials in connection therewith other than to with the extent provided in Section 14.6, belowRefurbishment Work through the date of the requisition; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 final requisition must include a copy of Exhibit 3.1, Tenant’s execution any new or amended certificate of this Lease and taking of possession occupancy necessary for use of the Premises following performance of the Refurbishment Work. Landlord shall conclusively establish that pay each acquisition to Tenant, or, at Landlord’s election, directly to Tenant’s contractor, within thirty (30) days after Landlord’s receipt of the Premisesrequisition with all required supporting documentation. As of the date of each payment of any installment of Refurbishment Allowance, Annual Fixed Rent shall increase by an amount equal to the Building level monthly payment of principle and interest, in advance, necessary to repay such installment with interest at eight percent (8%) per annum over the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in then remaining term of this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowLease.

Condition of the 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 condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except (a) Except as otherwise expressly set forth herein, including Landlord’s Work described below, the Premises are being leased in their existing condition as is, without representation or warranty by Landlord. Landlord represents that, on the Term Commencement Date, the HVAC, electrical, mechanical, plumbing and life safety systems and equipment serving the Premises, as well as the Building’s roof, foundation and all structural elements, will be in good condition and repair. Tenant acknowledges that it has inspected the Premises and common areas of the Building and (subject to completion of Landlord’s Work) has found the same satisfactory for their intended uses. Promptly upon the execution and delivery by Landlord and Tenant of this Lease or Lease, and payment by Tenant of the Security Deposit and the delivery of the Tenant’s insurance certificates, the Landlord agrees to undertake those improvements in the Work Letter Premises as are described on Exhibit A-1 hereto, and shown on the space layout plan, prepared by Xxxxxxx Associates, dated as of July 22, 2014, and attached hereto as Exhibit 3.1A-2 (the “Layout Plan”). Notwithstanding anything The foregoing improvements are referred to as “Landlord’s Work.” The Layout Plan has been approved by Tenant, and Landlord shall be responsible for obtaining any building or other similar permits necessary to perform Landlord’s Work. Landlord shall perform Landlord’s Work at Landlord’s expense, provided that the cost of any changes requested by Tenant (if approved by Landlord, which approval will not be unreasonably withheld, delayed or conditioned) after the date hereof shall be paid by Tenant, and such payment will be made at the time of Landlord’s approval of any such change (based on the cost as reasonably estimated by Landlord’s contractor, with a final adjustment at completion), and Tenant shall, if requested by Landlord, execute an agreement confirming such excess costs. Landlord shall use commercially reasonable efforts to Substantially Complete Landlord’s Work on or before April 1, 2015 (the “Target Date”), but Landlord shall have no liability for failure to do so (except the delay in the Term Commencement Date and (if applicable) the rent penalty set forth below). Without limitation, Landlord’s Work does not include wiring or cabling for Tenant’s information systems or tel-data equipment or Tenant’s furniture, trade fixtures or equipment, all of which shall be installed by Tenant at its expense. In the event that Landlord has not delivered the Premises substantially complete within fifteen (15) days after the Target Date (as the same may be extended by force majeure or by reason of any Tenant Delay), then Tenant shall be entitled to one (1) day of abatement of Basic Rent and Additional Rent for each day of such delay after such fifteenth (15th) day. In the event that Landlord has not delivered the Premises substantially complete on or before May 15, 2015 (as the same may be extended by force majeure or by reason of any Tenant Delay), then Tenant shall be entitled to two (2) days of abatement of Basic Rent and Additional Rent for each day of such delay after May 15, 2015. (b) Landlord’s Work shall be deemed substantially complete and the Premises ready for occupancy on the first day (the “Substantial Completion Date”) as of which (i) Landlord’s Work has been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after occupancy has been taken without causing undue interference with Tenant’s use of the Premises (i.e. so-called “punch list” items), and (ii) Landlord has obtained a certificate of occupancy from the Town of Wilmington (or, if a certificate of occupancy has not been issued, then Landlord has obtained reasonable evidence that all requirements for a certificate of occupancy have been satisfied and that the same will be issued in the ordinary course), and (iii) Tenant has been given written notice thereof. Landlord shall complete “punch list” items as soon as conditions reasonably permit after the Substantial Completion Date and Tenant shall afford Landlord access to the contrary contained hereinPremises for such purposes. (c) Except to the extent to which Tenant shall have given Landlord notice, Landlord represents and warrants to Tenant that not later than ninety (a90) upon days after the Term Commencement Date, of respects in which Landlord has not performed Landlord’s Work, Tenant shall have no claim that Landlord has failed to perform any of Landlord’s Work. (d) If any delay shall occur in the Building and Substantial Completion Date as a result of: (i) any request by Tenant that Landlord delay the Premises will be commencement or completion of Landlord’s Work for any reason; (ii) any change by Tenant in material compliance with all Applicable Laws the Layout Plan or in Landlord’s Work after the date hereof; (iii) any other act or omission of Tenant or its officers, agents, servants or contractors; or (iv) any reasonably necessary displacement of any of Landlord’s Work from its place in each case, without regard for Landlord’s construction schedule resulting from any of the Finish Work, Tenant’s particular use causes for delay referred to in this paragraph (as opposed to d) and the Permitted Use, generally), or the obligations fitting of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and such Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at back into such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.schedule;

Condition of the Premises. (A) The Premises are leased in an “as is” and “where is” condition without any warranty of suitability, habitability or fitness for use or occupation or any particular purpose express or implied, it being agreed that 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 had an opportunity to examine the condition of the Premises, the Building that Landlord has made no representations or the Propertywarranties of any kind with respect to such condition, and that Landlord has no obligation to do or approve any work or make or approve any improvements to or with respect to the suitability Premises to prepare the same for Xxxxxx’s occupancy except as specifically provided in this Section 4. Notwithstanding the foregoing to the contrary, if (i) as of the PremisesCommencement Date, any applicable governmental entity issues a written statement that the base, shell and core components of the Building (the “Base, Shell and Core”), including the Base, Shell and Core systems and equipment which serve the Premises and/or the common areas of the Building are not in compliance with the Americans with Disabilities Act of 1990 (the “ADA”) in effect as of such date (as such non-compliance shall be determined on an unoccupied basis without regard to Tenant's use or proposed use of the Property Premises or any alterations or improvements [including Landlord’s Work described in the Work Letter] to be completed for Tenant in the conduct Premises), and (ii) Tenant becomes aware such non-compliance and delivers to Landlord written notice (the “Non-Compliance Notice”) of Tenantsuch notice of non-compliance described hereinabove on or before the date which is one (1) year after the Commencement Date (the “Non-Compliance Outside Date”), then Xxxxxx’s businesssole remedy shall be to request that Landlord shall, at Landlord’s sole cost and expense (which shall not be included in Operating Expenses), do that which is necessary to correct such non-compliance with the ADA within a reasonable period of time after Landlord’s receipt of the applicable Non-Compliance Notice. If Tenant acknowledges that fails to deliver the Non-Compliance Notice to Landlord on or prior to the Non-Compliance Outside Date, Landlord shall have no obligation to alterperform the work described above (but such release of such obligation shall not relieve Landlord of its other obligations under this Lease). (B) Notwithstanding the foregoing, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any Landlord shall make improvements to the Premises except as otherwise expressly set forth in this Lease or described in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents C and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowmade a part hereof.

Condition of the Premises. Landlord and Tenant acknowledges thatacknowledge that Tenant has been occupying the Premises pursuant to the Lease, except and therefore Tenant continues to accept the Premises in its presently existing, “as is” condition. Except as expressly set forth in this LeaseSection 2.2, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Notwithstanding the foregoing, Landlord agrees that Landlord shall, on a one (1)-time basis and at Landlord’s sole cost and expense, perform the following work utilizing Building standard methods, materials and finishes: (i) replace the existing supplemental HVAC unit which services the server room located in the Premises with a new HVAC unit which is reasonably comparable to the existing supplemental HVAC unit (the exact make, model and specifications of which shall be reasonably and mutually agreed upon by Landlord and Tenant), and (ii) balance and service the HVAC system which services the entire Premises (the extent and scope of which shall be determined in Landlord’s reasonable discretion) (collectively, the “Landlord’s Work”). Tenant shall provide a clear working area for Landlord’s Work, as necessary, and upon Landlord’s reasonable request, move any furniture, trade fixtures and personal property in the Premises in such a manner as to accommodate Landlord’s performance of Landlord’s Work. Tenant hereby agrees that the performance of Landlord’s Work shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from Landlord’s Work, nor shall Tenant be entitled to any compensation or damages from Landlord for (i) any loss or damage to Tenant’s furniture, trade fixtures or personal property sustained in connection with Landlord’s performance of Landlord’s Work or the relocation of any such items in order to perform Landlord’s Work, or (ii) loss of use of the whole or any part of the Premises or of Tenant’s personal property or improvements resulting from Landlord’s Work or Landlord’s actions (or the actions of Landlord’s contractors, employees and/or agents) in connection with Landlord’s Work, or for any inconvenience or annoyance occasioned by Landlord’s Work or Landlord’s actions (or the actions of Landlord’s contractors, employees and/or agents) in connection with Landlord’s Work. Further, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to regarding the condition of the Premises, Premises or the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property same for the conduct of Tenant’s business. Tenant acknowledges and agrees that Landlord shall have no obligation to alteris not in default or violation of any covenant, repair provision, obligation, agreement or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or condition contained in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowLease.

Condition of the Premises. Tenant acknowledges thatA. Subject to Landlord’s obligation to complete the Punch List Work and to repair latent defects and subject to Landlord’s warranty of construction, except all as expressly set forth in this LeaseSection 3 hereof, neither by taking possession of the Premises, Tenant shall be deemed to have agreed that the Premises were as of the date of taking possession, in good order, repair and condition. No promises of the Landlord nor any agent of Landlord has made any to alter, remodel, decorate, clean or improve the Premises or the Building and no representation or warranty with respect to expressed or implied, respecting the condition of the Premises, Premises or the Building has been made by the Landlord to Tenant, unless the same is contained herein or the Propertymade a part hereof. B. Except as otherwise provided herein, or with respect to the suitability of the PremisesTenant shall, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterat its own expense, repair or otherwise prepare keep the Premises for Tenant’s occupancy or to pay for or construct any improvements in good repair and tenantable condition, and shall promptly and adequately repair all damages to the Premises except (subject to the approval of Landlord and within a reasonable period of time as otherwise expressly set forth specified by Landlord), loss by ordinary wear and tear, fire and other casualty, condemnation and damage by Landlord excepted. If Tenant does not do so promptly and adequately repair any such damage, Landlord may, but need not, make such repairs and Tenant shall pay Landlord for such repairs thirty (30) days after request by Landlord and receipt of documented expenses subject to and in this Lease accordance with the provisions of Section 28 hereof. C. The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. 12 10 1 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ADA”) establish requirements under Title III of the ADA (“ Title III”) pertaining to business operations, accessibility and barrier removal, and that such requirements may be unclear and may or may not apply to the Premises and the Building depending on, among other things: (1) whether Tenant’s business operations are deemed a “place of public accommodation” or a “commercial facility,” (2) whether compliance with such requirements is “readily achievable” or “technically infeasible,” and (3) whether a given alteration affects a “primary function area” or triggers so-called “path of travel” requirements. Landlord represents that the Building, as of the Commencement Date, shall comply with the ADA. Tenant shall be responsible for all Title III compliance and costs in connection with the Premises (including structural work, if any, and including leasehold improvements or other work to be performed in the Premises under or in connection with this Lease) if used for other than the Work Letter attached hereto permitted purposes or resulting from Alterations (as Exhibit 3.1. Notwithstanding anything hereinafter defined) to the contrary contained herein, Premises made by Tenant after the Commencement Date. (1) Landlord represents and warrants to Tenant that that: (a) upon Landlord has not, nor is aware of anyone who has, at any time used or permitted the Commencement Dateuse of any portion of the Property to be used in violation of or in a manner which would create any liability under any federal, state or local environmental statutes, regulations, ordinances or orders (collectively “Environmental Laws”) relating to environmental conditions on, under or about the Property including violations of or liabilities arising under Environmental Laws relating to the presence of Hazardous Materials (defined below) at or under the Property; and (b) (i) to the best of Landlord’s knowledge and belief after due diligence and due inquiry, there does not exist (and will not exist as of the date of substantial completion of the Premises and Common Areas) any leak, spill, release, discharge, emissions or disposal of Hazardous Materials on or from the Property (including the Building to be located thereon) and (ii) and the Property and the Premises do not (and will not as of the date of substantial completion of the Premises and Common Areas) contain, or have present, any Hazardous Materials. In the event that any such leak, spill, release, discharge, emission or disposal of Hazardous Materials shall occur at the Property, Landlord shall take any and all actions necessary to bring the Property, including the Building, into compliance with Environmental Laws (including the elimination of prospective liabilities to Tenant arising under Environmental Laws which liabilities are caused by Landlord) and other governmental requirements relating thereto. Landlord agrees to notify Tenant immediately upon discovery of any Hazardous Materials on the Property or in the Park, and subject to and in accordance with Section 17.K hereof, to indemnify, defend and hold harmless Tenant and its employees and agents from and against any claims, judgments, damages, administrative or judicial penalties, fines, costs, liabilities or loss (including without limitation reasonable attorneys’ fees) which arise during or after the Term from or in connection with the presence or suspected presence of Hazardous Materials at the Building or the Property. In no event shall Landlord be obligated to indemnify Tenant for any Hazardous Materials which are generated or released at the Property, as a result of the negligent or willful acts or gross misconduct of Tenant, its employees, agents, contractors or licensees. The covenants and indemnifications set forth in material this Section 10. D.(l) and (2) shall survive the expiration or earlier termination of this Lease. (2) Subject to and in accordance with Section 17.K hereof, Landlord shall defend, indemnify and hold Tenant harmless for and against any and all losses, costs (including reasonable attorney’s fees) liabilities and claims arising from Landlord’s violation of any Environmental Laws (or liabilities to Tenant arising under Environmental Laws which liabilities are caused by Landlord) which may affect the Property and the Premises and shall assume full responsibility and cost to remedy such violations or liabilities caused by Landlord, provided that the violations or liabilities are not caused solely by Tenant. (3) Neither Landlord nor Tenant shall at any time use, generate, store or dispose of on, under or about the Premises or transport to or from the same any Hazardous Materials or permit or allow any third party to do so, absent compliance with Environmental Laws except for customary cleaning supplies and storage of diesel fuel. For the purposes of this Lease, the term “Hazardous Materials” shall include without limitation any oil, petroleum product, asbestos, any flammable, explosive or radioactive material, medical wastes or any oil, any hazardous or toxic waste, substance or material, including without limitation substances defined as “hazardous substances,” “hazardous waste,” “solid waste” or “toxic substances” under any Environmental Laws relating to any of the foregoing, air pollution (including noise and odors) soil, surface water or groundwater contamination, liquid and solid waste, pesticides, community and employee health, environmental land use management, storm water, sediment control, nuisances, radiation, wetlands, endangered species, environmental permitting) which laws may include, but not be limited to; the Toxic Substance Control Act; the Clean Water Act; the National Environmental Policy Act, as amended; the Solid Waste Disposal Act, as amended; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Hazardous Material Transportation Act, as amended; the Resource Conservation and Recovery Act, as amended, the Clean Air Act, as amended; the Emergency Planning and Community Right-To-Know Act, as amended; the Occupational Safety and Health Act, as amended; comparable Arizona state and local environmental laws and/or ordinances; and all rules and regulations promulgated pursuant to such laws and ordinances. (4) In the event of a release or threatened release of Hazardous Materials to the environment resulting from Tenant’s activities at the Property or in the event any claim, demand, action or notice is made against the Tenant regarding Tenant’s failure to comply with Environmental Laws, Tenant shall immediately notify the Landlord in writing and shall give to Landlord copies of any written claims, demands or actions, or notices so made against or known to Tenant. (5) Upon termination of the Lease or upon Tenant’s abandonment of the leasehold, the Tenant shall, at its sole expense, remove any equipment which may cause contamination at or from the Property, and shall clean up any existing contamination caused by Tenant in compliance with all Applicable applicable Environmental Laws (governing Hazardous Materials or in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations accordance with orders of any other tenants in the Building with respect governmental regulatory authority. E. Landlord hereby covenants and agrees to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, maintain the Building and the Property were in a first-class manner, to make all repairs, alterations, additions or replacements to the Property required by any law, ordinance or order or regulation of any public authority, including repairs, alterations, additions or replacements to the foundations and structural elements of the Building; to keep the Building equipped with all safety appliances so required; and to comply with the orders and regulations of all governmental authorities with respect to zoning, building, fire, health codes, regulations, ordinances or laws applicable to the Property and the Premises, including the ADA requirements set forth above, and any Environmental Laws relating to Hazardous Materials, provided however, only to the extent applicable and provided herein, the cost of same may be included in Operating Costs. F. Landlord agrees to take all reasonable action available to Landlord to cause the Association, as defined in the Declaration, to comply with and enforce the terms and provisions of the Declaration, including but not limited to maintenance of insurance and the maintenance of the Park Common Areas, for the, benefit of the Property, as may be reasonably requested by Tenant. Notwithstanding the foregoing, if Landlord shall fail, having used good faith efforts, to cause the Association to cure such default (or if Such dispute shall not be resolved) within a reasonable period of time, then following thirty (30) days notice from Tenant to Landlord, Tenant shall have the right, at its sole cost and in the name of Landlord, to file any such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord protest and/or to make demand or institute any appropriate action or proceeding against Association for the enforcement of its obligations. Landlord agrees that it shall sign such demands, pleadings and/or other papers, and shall otherwise cooperate with Tenant, as may be reasonably required or necessary to enable Tenant to enforce the obligations pursuant to Section 8.1, belowof Landlord against the Association.

Condition of the Premises. Tenant acknowledges that, that it is presently in possession of the Premises and is fully aware of the condition of the Premises. Tenant acknowledges that except as expressly set forth provided above, Landlord shall not be obligated to refurbish or improve the Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Premises in conjunction with this LeaseAmendment, and Tenant hereby accepts the Premises “AS-IS”. Tenant further acknowledges that except as expressly provided in the Lease or this Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to regarding the condition of the Premises, the improvements, refurbishments, or alterations therein, or the Building or the Property, Project or with respect to the functionality thereof or the suitability of any of the Premises, the Building or the Property foregoing for the conduct of Tenant’s businessbusiness and that all representations and warranties of Landlord, if any, are as set forth in the Lease and this Amendment. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Amendment neither the Premises, nor the Building, nor the Project has undergone inspection by a Certified Access Specialist. Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the following: “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.” Therefore and notwithstanding anything to the contrary contained in the Amended Lease, Landlord and Tenant agree that (a) Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the applicable construction-related accessibility standards under California law, (b) the parties shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) Tenant shall be solely responsible for the cost of any repairs necessary to correct violations of construction-related accessibility standards within the Premises, the Building, or the Project identified by any such CASp inspection. Tenant acknowledges that shall reimburse Landlord upon demand, as Additional Rent, for any cost to Landlord of performing such alterations and repairs; provided, however, unless such repair or alterations relate solely to other alterations to the Premises which Tenant is obligated to, or elects to, remove upon the expiration or earlier termination of the Amended Lease (in which case Tenant shall simultaneously also remove any CASp-identified alterations and repairs), Tenant shall have no obligation to alter, repair remove any repairs or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations alterations made pursuant to Section 8.1, belowa CASp inspection under this Section.

Condition of the Premises. Tenant Lessee, for and in consideration of this Lease and the demise of the said Premises, hereby agrees and covenants with Lessor that Lessee has examined the said Premises prior to the execution hereof, knows the condition thereof, and acknowledges thatthat Lessee has received the said Demised Premises in good order and condition and that no representation or warranty as to the condition or repair of the said Premises has been made by Lessor, except as expressly set forth herein. Notwithstanding the foregoing, Lessor has agreed to fill cracks in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect the parking lot and “tune-up” the roof to make it leak-free prior to the condition Commencement Date at Lessor’s sole cost and expense, and shall deliver possession of the PremisesPremises to on the Commencement Date free of hazardous substances (except for such cleaning materials, office supplies and other substances which are used in the Building or the Property, or with respect to the suitability ordinary course of the Premises, the Building or the Property for the conduct business of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare Lessee at the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth and used and stored in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generallyapplicable law), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and conditioncondition and with the Premises in compliance with applicable laws, ordinances and code requirements, including, without limitation, any sanitation procedures required or recommended by any applicable governmental or quasigovernmental authority for a food processing facility. Subject If Lessor fails to perform such work or cause the Premises to be in compliance with the foregoing sentence prior to the foregoing Commencement Date, and Landlordsuch failure continues for five (5) business days after receipt of written notice thereof, Lessee shall have the right to perform such work at Lessor’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premisesexpense, the Building actual and reasonable cost of which shall be due and payable within thirty (30) days after receipt of written demand together with appropriate supporting documentation, and if Lessor fails to reimburse Lessee for such costs within such thirty (30) day period, Lessee shall have the Property were at such time in good, sanitary right to deduct the cost thereof from Rent next due and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowowing hereunder.

Condition of the Premises. Tenant acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent Construction of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance accordance with the Work Letter. When Landlord receives written certification from its Architect that Landlord’s Work is Substantially Complete, Landlord will promptly provide to Tenant written notice thereof. Landlord and Tenant will within ten (10) days thereafter set a mutually convenient time for Tenant and Landlord to inspect the Premises, at which time the parties will mutually prepare a punch-list of Landlord’s Work items to be completed (the “Punch List Items”). Neither Landlord nor Tenant will unreasonably withhold its agreement on the Punch List Items. Landlord will complete the Punch List Items within thirty (30) days thereafter, subject to Tenant Delay. Landlord and Tenant will conduct a final inspection of the Premises to determine that all Applicable Laws (in each case, without regard Punch List Items have been completed. If the Punch List Items are not completed within such 30-day period for any reason other than Tenant Delay or Force Majeure, Tenant will be entitled to provide written notice to Landlord and thereafter proceed to complete the Punch List Items and Landlord will reimburse Tenant within thirty (30) days after receipt of invoice therefor an amount equal to 125% of the Finish Workdocumented costs and expenses incurred by Tenant in connection therewith. Notwithstanding the foregoing, Tenant’s particular use Tenant shall have no right to take any action that will (as opposed to i) affect any structural component of the Permitted Use, generally)Building or Building systems, or the obligations (ii) have a material adverse effect of any other tenants in Project tenant or occupant. Subject to the Building with respect explicit requirements of Landlord pursuant to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents subject to completion of Landlord’s Work in accordance with the Work Letter and taken all actions necessary the Punch List Items, the Premises are otherwise accepted by Tenant in connection therewith “as is – where is” condition and configuration, except for defects in the Premises (other than any defects in any Tenant’s Work or other alterations performed by Tenant or its employees, agents, or contractors) of which notice is given to the extent provided in Section 14.6, below; and Landlord within one (c1) upon year after the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent {00224903.DOC:8} 6 defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1Premises or the Project which defects and latent defects will be promptly repaired and corrected by Landlord, Tenant’s execution of this Lease at its sole cost and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowexpense.

Condition of the Premises. Tenant acknowledges that, except Except as may be otherwise expressly set forth provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises by Lessee shall conclusively establish in itself constitute acknowledgment that the Premises is in good and tenantable condition, and Lessee agrees to accept the Property in its presently existing condition, "as is," and that the Port shall not be obligated to make any improvements, repairs or modifications thereto, including any abatement of any environmental condition such as asbestos containing material in or on the Premises. Lessee represents and acknowledges that it has made a sufficient investigation of the conditions of the Property existing immediately prior to the execution of this Lease (including investigation of the surface, subsurface and groundwater for toxic materials, including contamination and hazardous substances) and is satisfied that the Premises will safely support the type of improvements to be constructed and maintained by Lessee upon the Premises, that the Building Premises is otherwise fully fit physically and lawfully for the uses required and permitted by this Lease, that Lessee accepts all risks associated therewith and that Lessee shall be solely responsible for all costs, expenses, losses, damages, claims and liabilities that may result from Lessee's use of the Premises in their presently existing conditions. Lessee specifically acknowledges that except as otherwise may be expressly provided herein the Port has made no representations concerning the condition of the Premises or any Improvements and/or the fitness of the Premises or any Improvements for Lessee's intended use, and/or the compliance of the Premises and/or any Improvements with any federal, state, or local building code or ordinance or with any laws or regulations or guidelines regarding disabled or handicapped persons, including without limitation the Americans With Disabilities Act of 1990, and Lessee expressly waives any duty which the Port might have to make any such disclosures. Lessee further agrees that, in the event Lessee subleases all or any portion of the Property were at such time or assigns its interest in goodthe Lease, sanitary Lessee shall indemnify and satisfactory condition defend the Port for, from and repair; provided, nothing in this against any matters which arise as a result of Lessee's failure to disclose any relevant information about the Premises to any subtenant or assignee. It is the intention of the Port and Lessee that the immediately preceding sentence relieves Landlord shall survive any release of its obligations pursuant to Section 8.1, belowLessee by the Port upon any assignment of the Lease by Lessee.

Condition of the Premises. A. Subject to “punch lists” heretofore referred to, by taking possession of the Premises, Tenant acknowledges thatshall be deemed to have agreed that the Premises were as of the date of taking possession, except as expressly set forth in this Leasegood order, neither repair and condition, provided that Tenant does not waive any claim in regard to hidden defects in the Premises not readily discoverable without intrusive investigation or special knowledge. Landlord nor any agent will take all reasonable steps to enforce all construction warranties and warranties to new fixtures, equipment and other personalty, excluding, however, warranties on the roof, structure and building skin, for the benefit of Tenant. No promises of the Landlord has made any to alter, remodel, decorate, clean or improve the Project, Premises or the Building and no representation or warranty expressed or implied, respecting the condition of the Project, Premises or the Building has been made by the Landlord to Tenant, unless the same is contained herein or made a part hereof, but Landlord has covenanted to deliver the Premises to Tenant constructed substantially in accordance with the improvements required to be made by Landlord pursuant to the Work Letter attached to this Lease as Appendix “B”. B. Tenant shall, at its own expense, keep the Premises in good repair and tenantable condition, and shall promptly and adequately repair all damages to the Premises under the supervision and with the approval of Landlord and within a reasonable period of time as specified by Landlord, loss by ordinary wear and tear, fire and other casualty excepted. If Tenant does not do so promptly and adequately, Landlord may, but need not, make such repairs and Tenant shall reimburse Landlord therefor on demand. C. Landlord shall maintain the public and common areas of the Property, exclusive of any interior spaces in the Building, but including the roof, exterior walls, plate glass, doors and foundation of the Building, in good order and condition. Tenant shall perform routine maintenance and repair of the Premises including all HVAC and mechanical system maintenance in the Building provided that Tenant performs such maintenance in accordance with manufacturer’s specifications and shall evidence same upon request of Landlord, but it shall be Landlord’s responsibility for replacement of plumbing and electrical systems and HVAC equipment that exclusively serves the Premises. In the event that any replacements are required with respect to the condition HVAC system during the initial five (5) years of the Premises, the Building Lease Term (except as a result of Tenant’s acts or the Propertyomissions, or Tenant’s increasing the “load requirements” therefor) all such expenses shall be the sole responsibility of Landlord. After the initial five (5) years of the Lease Term, any expenses concerning the HVAC system which are not the responsibility of Landlord shall be amortized over the useful life of the replacement system in accordance with GAAP and the annual portion thereof applicable to each year of the remaining Lease Term shall be charged to Tenant on an annual basis, and prorated for any partial year of the Lease Term. Xxxxxxxx agrees to use reasonable efforts to maintain and enforce any and all applicable warranties with respect to the suitability Building or any systems within the Building. Landlord shall not provide or pass on to Tenant the cost for janitorial or engineering services for the benefit of the Building or any other tenant on the Property. D. The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ADA”) establish requirements under Title III of the ADA (“Title III”) pertaining to business operations, accessibility and barrier removal, and that such requirements may be unclear and may or may not apply to the Premises and the Building depending on, among other things: (1) whether Tenant’s business operations are deemed a “place of public accommodation” or a “commercial facility,” (2) whether compliance with such requirements is “readily achievable” or “technically infeasible,” and (3) whether a given alteration affects a “primary function area” or triggers so-called “path of travel” requirements. Landlord represents that the Building, including the Premises, as of the Building date of commencement hereof, complies with Title III. Tenant shall be responsible for all Title III compliance and costs in connection with the Premises after the Commencement Date (including structural work, if any, and including leasehold improvements or other work to be performed in the Property for Premises under or in connection with this Lease) to the conduct extent that same arises out of matters specific to Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair activities or otherwise prepare the Premises for Tenant’s occupancy operations or to pay for or construct any improvements resulting from alterations to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, made by Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Condition of the 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 condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. A. Subject to any latent structural defects discovered by Tenant within the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking thirty (30) day period first following delivery of possession of the Premises shall conclusively establish that by Landlord to Tenant (so long as Landlord is notified of the same within the time period for discovery), and any other latent structural defects in the Premises which are not reasonably capable of being discovered upon a reasonable inspection of the Premises within said thirty (30) day period discovered by Tenant within the one (1) year period first following delivery of possession of the Premises by Landlord to Tenant, by taking possession of the Premises, Tenant shall be deemed to have agreed that the Premises were as of the date of taking possession, in good order, repair and condition. No promises of Landlord to alter, remodel, decorate, clean or improve the Premises and no representation or warranty, express or implied, respecting the condition of the Premises has been made by Landlord to Tenant, unless the same is contained herein or made a part hereof. B. The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ADA”) establish requirements under Title III of the ADA (“Title III”) pertaining to business operations, accessibility and barrier removal, and that such requirements may be unclear and may or may not apply to the Premises depending on, among other things: (1) whether Tenant’s business operations are deemed a “place of public accommodation” or a “commercial facility,” (2) whether compliance with such requirements is “readily achievable” or “technically infeasible,” and (3) whether a given alteration affects a “primary function area” or triggers so-called “path of travel” requirements. Landlord represents that the Building, as of the date of construction, complies with Title III, and that to the extent any repairs have been required by any applicable federal, state or municipal governmental authority after the date of construction but prior to the Commencement Date, in order to bring the Building into compliance with any new requirements of the ADA enacted after the date of the construction, the same have been completed. Tenant shall be responsible for all Title III compliance and costs in connection with the Property were at such time Premises (including structural work, if any, and including leasehold improvements or other work to be performed in good, sanitary and satisfactory condition and repair; provided, nothing the Premises under or in connection with this sentence relieves Landlord Lease) to the extent that same arises out of its obligations pursuant matters specific to Section 8.1, belowTenant’s activities or operations or resulting from alterations to the Premises made by Tenant.

Condition of the Premises. Tenant As-Is". 7.1 Purchaser acknowledges that, between the date hereof and the expiration of the Due Diligence Period, Purchaser shall inspect the Premises, and shall become familiar with the physical condition and state of repair thereof, and all other matters relating to the Premises, it being acknowledged by Purchaser that Purchaser has had (or during the Due Diligence Period shall have) a sufficient opportunity to perform all of Purchaser's due diligence with respect to the Premises, and shall accept the Premises "as is", "where is", as of the date of this Agreement, subject to reasonable use, wear, tear and natural deterioration between now and the Closing Date, without any reduction or credit or abatement in the Purchase Price for any change in such condition by reason thereof subsequent to the date of this Agreement. Except as expressly set forth in this Agreement, no representations, warranties or agreements of any kind whatsoever have been made by Seller in regard to the physical or operating condition of the Premises, the condition of Seller's title thereto, freedom from defects, latent or patent, the income or profit to be derived from the Premises, the expenses of operation and maintenance thereof, the present or prospective rental income therefrom, or any other matter or thing affecting or relating to the whole or any part of the Premises, and no representation, covenant or warranty shall survive the Closing, other than the Surviving Obligations. 7.2 Purchaser hereby acknowledges its reliance solely on its own examination, inspection and evaluation of the Premises, and not on any warranties or representation, whether express or implied, from Seller, except those warranties and representations expressly made by Seller in this Agreement. Except as expressly set forth in this Agreement to the contrary, Purchaser releases Seller, any person, entity or party related to or affiliated with Seller (the "Seller Related Parties") and their respective successors and assigns from and against any and all claims which Purchaser or any person, entity or any party related to or affiliated with Purchaser (each, a "Purchaser Related Party") has or may have arising from or related to any matter or thing related to or in connection with the Premises, including the documents and information referred to herein, the Leases and the tenants named thereunder, any construction defects, errors or omissions in the design or construction and any environmental conditions, including, but not limited, to mold, and, except as expressly set forth in this LeaseAgreement to the contrary, neither Landlord Purchaser nor any agent of Landlord has made any representation or warranty with respect Purchaser Related Party shall look to the condition of the PremisesSeller, the Building Seller Related Parties or their respective successors and assigns in connection with the foregoing for any redress or relief. This release shall be given full force and effect according to each of its express terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. The provisions of this Section 7.2 shall survive the termination of this Agreement or the Property, or with respect Closing Date and shall not be deemed to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for merged into any of the Finish Workdocuments executed or delivered at the Closing. To the extent required to be operative, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations disclaimers and warranties contained herein are "conspicuous" disclaimers for purposes of any other tenants in applicable law, rule, regulation or order. Notwithstanding the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; providedforegoing, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1contained herein shall relieve, belowrelease or limit Seller's liability for Seller's Surviving Obligations.

Condition of the Premises. Tenant acknowledges that(a) HFC makes no warranty or representation to Licensee of any kind, except as expressly set forth in this Leaseexpress or implied, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to regarding the suitability of the PremisesFacility, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterany portion thereof, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained hereinbuilt, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any aspect of the Finish Workuse Licensee expects or intends to make of the Facility, Tenant’s particular including the Premises. The Premises are offered by HFC and accepted by Licensee in its current condition, on an "AS IS" basis. Commencement of the use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish be conclusive that the PremisesPremises were in good repair and in satisfactory condition, fitness and order when such use commenced. LICENSEE FURTHER AGREES THAT THE PREMISES SHALL BE DELIVERED BY HFC TO LICENSEE "AS IS", "WHERE IS" AND "WITH ANY AND ALL FAULTS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS FOR THE USE THEREOF FOR ANY PARTICULAR PURPOSE. (b) Upon reasonable notice, either party shall be entitled to request a mutual inspection of the Premises before and/or after the License Period, together with an inspection report signed by each party. (c) At the end of the License Period, the Building Premises shall be vacated and surrendered up to HFC in the Property were same condition found bef ore the commencement of the License Period, excepting damage due to ordinary wear and tear, the elements, Force Majeure, or any other cause not occasioned by a negligent or intentional act or failure to act of Licensee or an agent, employee, contractor or invitee of Licensee. (d) Should Licensee fail to vacate and surrender the Premises at the end of the License Period, Licensee shall pay to HFC as liquidated damages and not as a penalty (both parties hereto agreeing that damages from such time in gooda holding over are difficult to ascertain), sanitary for eac h day or portion thereof during which all or part of the Premises are not vacated and satisfactory condition surrendered, an amount equal to 150% of the license fee listed on the then-current rate sheet for use and repair; providedoccupancy for that portion of the Premises that has not been vacated and surrendered. Further, nothing in HFC may remove and store all goods and chattels at the sole expense of Licensee and may dispose of any such property if, after the expiration of five calendar days, Licensee has failed to remove the property from the possession of HFC. HFC shall not be liable to Licensee on account of so removing, storing, or disposing of any property as provided by this sentence relieves Landlord Section, and Licensee shall save and hold HFC harmless from any liability from licensees prevented from occupying any portion of its obligations pursuant the Facility due to Section 8.1, belowthe holding over of Licensee.

Condition of the Premises. Tenant acknowledges that, except Except as expressly specifically set forth in this LeaseLease and in the Tenant Work Letter attached hereto as Exhibit B, neither Landlord nor shall not be obligated to provide or pay for any agent improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made any no representation or warranty with respect to (express or implied) regarding (i) the condition of the Premises, the Building Premises or the Property, Real Property except as specifically set forth in this Lease and the Tenant Work Letter or with respect to (ii) the suitability or fitness of the Premises, the Building Premises or the Real Property for the conduct of Tenant’s 's business. Any existing leasehold improvements in the Premises as of the date of this Lease, together with the Improvements to be constructed pursuant to the Tenant acknowledges that Work Letter, may be collectively referred to herein as the "Tenant Improvements." Notwithstanding the foregoing, Landlord shall have no obligation to alter, repair or otherwise prepare deliver the Premises for Tenant’s occupancy or to pay for or construct any improvements to Tenant with the HVAC, electrical and plumbing systems and Building structure in good working order. If, upon Landlord's delivery of the Premises except as otherwise expressly set forth in this Lease to Tenant, such systems or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be structure are not in good working order and condition. Subject to Tenant notifies Landlord on or before the foregoing and earlier of (i) that date which is thirty (30) days after Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession 's delivery of the Premises shall conclusively establish that to Tenant or (ii) the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord date Tenant first commences physical construction of its obligations pursuant to Section 8.1Improvements (including demolition work), belowthen Landlord shall, at Landlord's sole cost and expense and as Tenant's sole remedy therefor, put such systems or structure in good working order.

Condition of the Premises. Landlord and Tenant acknowledges thatacknowledge that Tenant has been occupying the Premises pursuant to the Lease, and therefore Tenant continues to accept the Premises in its presently existing, "as is" condition, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect Amendment. Subject to the condition terms and conditions set forth herein, Landlord shall, on a one (1)-time basis at Landlord's sole cost and expense, perform the following work (the "Improvements") utilizing Building standard methods, materials and finishes: (i) replace the existing HVAC unit known as "AC1" with a reasonably comparable Building standard HVAC unit, and (ii) balance the existing HVAC system for the Premises in its current configuration. Tenant shall make no changes, additions or modifications to the Improvements or require the installation of any items requiring other than Building standard materials, components or finishes (it being expressly acknowledged and agreed that Landlord's obligations are limited to the performance of the Premises, Improvements as identified above). Tenant hereby agrees that the Building or the Property, or with respect to the suitability construction of the Premises, Improvements shall in no way constitute a constructive eviction of Tenant from the Building or the Property for the conduct Premises nor entitle Tenant to any abatement of Tenant’s businessrent. Tenant acknowledges that Landlord shall have no obligation responsibility or for any reason be liable to alter, repair Tenant for any direct or otherwise prepare the Premises for indirect injury to or interference with Tenant’s occupancy or to pay for or construct any improvements to business arising from the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any performance of the Finish WorkImprovements, Tenant’s particular nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use (as opposed to of the Permitted Use, generally), whole or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession part of the Premises or of Tenant’s personal property or improvements resulting from the Improvements, or for any inconvenience or annoyance occasioned by the Improvements. Landlord hereby agrees that it shall conclusively establish that use commercially reasonable efforts to perform (or cause to be performed) the Premises, Improvements in a manner designed to minimize interference with Tenant's use of the Building Premises and Tenant's business operations. All Improvements shall be deemed Landlord's property under the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in terms of this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowLease.

Condition of the Premises. Section 4.1 Tenant acknowledges has examined the Premises and agrees to accept possession of the Premises in their "as is" condition on the Commencement Date, and further agrees that, except for the making of Landlord's Contribution as expressly set forth in this LeaseArticle 4, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterperform any work, repair supply any materials, incur any expenses or otherwise make any installations in order to prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1's occupancy. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and The taking of possession of the Premises by Tenant shall conclusively establish be conclusive evidence as against Tenant that at the Premisestime such possession was so taken, the Building and the Property Premises were at such time in good, sanitary good and satisfactory condition condition. Section 4.2 Landlord acknowledges that Tenant intends to perform certain Alterations in order to prepare the Premises for its occupancy, which alterations shall be satisfactory to Landlord and repair; provided, nothing shall comply with applicable Legal Requirements (the "Initial Alterations"). Notwithstanding anything set forth in this sentence relieves Article 4, Landlord agrees to make Landlord's Contribution toward the cost of its obligations pursuant the Initial Alterations, subject to and in accordance with Article 30 of this Lease. Section 8.14.3 Upon the request of Tenant, belowLandlord, at Tenant's cost and expense, shall join in any applications for any permits, approvals or certificates from any Governmental Authority required to be obtained by Tenant, and shall sign such applications reasonably promptly after request by Tenant (provided that (i) the provisions of the applicable Legal Requirement shall require that Landlord join in such application, and (ii) such application is acceptable to Landlord) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be obligated to incur any cost or expense, including attorneys' fees and disbursements, or suffer or incur any liability, in connection therewith.

Condition of the Premises. Tenant acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent of that Landlord has made any no representation or warranty with respect promise as to the condition of the Expansion Premises. Landlord shall not perform any alterations, additions, or improvements in order to make the Expansion Premises suitable for Tenant. Tenant further acknowledges that it is currently in possession of the Existing Premises and is fully familiar with the physical condition thereof as well as the condition of the Expansion Premises and accepts both the Existing Premises and Expansion Premises “AS IS.” Landlord shall not be liable for any latent or patent defect in the Expansion Premises. a. Tenant shall, at its sole cost and expense, perform all work necessary or desirable in connection with Tenant’s occupancy of the Expansion Premises and the Existing Premises (collectively, the “Expansion Premises Improvements”). Tenant shall furnish to Landlord, for Landlord’s written approval, plans and specifications for the Expansion Premises Improvements, showing a layout, lighting plan, fixture plan, interior finish and material samples, signage plan, and any work to be done or equipment to be installed by Tenant affecting any structural, mechanical, or electrical portion of the Premises or the Building. The plans and specifications will be prepared by a licensed architect and the electrical and mechanical plans will be prepared by a licensed professional engineer. The plans and specifications shall comply with all applicable laws, ordinances, directives, rules, regulations, and other requirements imposed by any and all governmental authorities having or asserting jurisdiction over the Expansion Premises and the Existing Premises. Landlord shall review the plans and specifications and either approve or disapprove them, in Landlord’s sole discretion, within a reasonable period of time not exceeding five (5) business days from receipt by Landlord thereof. The Expansion Premises Improvements shall be constructed by a licensed general contractor selected and paid by Tenant and approved by Landlord in writing, which approval shall not be unreasonably withheld or delayed. Tenant shall cooperate as reasonably necessary so that its general contractor will cause the Expansion Premises Improvements to be completed promptly and with due diligence. The Expansion Premises Improvements shall be performed in accordance with the plans and specifications as approved by Landlord and shall be done in a good and workmanlike manner using new materials. All such work shall be done in compliance with all other applicable provisions of the Lease and with all applicable laws, ordinances, directives, rules, regulations, and other requirements of any governmental authorities having or asserting jurisdiction over the Premises, and Tenant shall, prior to the commencement of any such work, at its sole cost and expense, obtain and exhibit to Landlord all building and/or other governmental permits required in connection with such work. Prior to the commencement of any work by Tenant, Tenant shall furnish to Landlord a certificate of insurance in accordance with the requirements set forth in the Lease. Any damage to any part of the Premises Building which occurs as a result of the Expansion Premises Improvements shall be promptly repaired by Tenant. b. Provided Tenant shall not be in default under the terms of the Lease as hereby amended beyond any applicable notice, grace and cure periods, Landlord shall pay an improvement allowance equal to the lesser of (i) the actual cost of the Expansion Premises Improvements (including Soft Costs, as defined in the Lease) and any other costs relating to Tenant's relocation, or (ii) the product of the Rentable Area of the Expansion Premises (11,235 rentable square feet) and $40.00 (i.e. $449,400.00) (the " Expansion Premises Improvements Allowance"), as partial payment for the costs of the Expansion Premises Improvements. Tenant may apply the Expansion Premises Improvements Allowance towards Soft Costs (as defined in the Lease) at either the Expansion Premises or the PropertyExisting Premises. Landlord’s payment of the Expansion Premises Improvements Allowance to Tenant is conditioned upon (a) Landlord’s receipt and approval of copies of verifiable paid invoices from the parties performing the work and/or the space planning in connection with the Expansion Premises Improvements and/or the Tenant Improvements to the Existing Premises, and, (b) if required by Landlord, final contractor's affidavits and final lien waivers from Tenant’s contractors, subcontractors and others supplying materials for and performing the work in any portion of the Premises for Tenant. The Expansion Premises Improvements Allowance, or the applicable portion thereof, shall be paid to Tenant within thirty (30) days of Tenant’s delivery of all of the required invoices and any applicable lien waivers to Landlord. Tenant shall be responsible for all costs associated with the design and construction of the Expansion Premises Improvements over and above the Expansion Premises Improvements Allowance. Any portion of the Expansion Premises Improvement Allowance which is not applied by December 31, 2017 shall be retained by Landlord, and no credit shall be given to Tenant for any such unused portion thereof. Landlord shall assess a construction management fee from the Tenant in the amount of three percent (3%) of the Expansion Premises Improvements Allowance in connection with Landlord’s supervision of the Expansion Premises Improvements, which shall be paid from the Expansion Premises Improvements Allowance. Within thirty (30) days after the Expansion Premises Improvements have been substantially completed, Tenant shall promptly deliver to Landlord a copy of the certificate of occupancy issued by the appropriate governmental authority. c. At Landlord's option, if Landlord receives notice that a lien has been filed with respect to the suitability Expansion Premises Improvements, the Expansion Premises Improvements Allowance, or any portion thereof, may be paid by Landlord directly to the general contractor performing the Expansion Premises Improvements or to any lienor giving notice as defined in the Florida Construction Lien Law. d. Tenant shall never, under any circumstances, have the power to subject the interest of Landlord in the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally)Building, or the obligations Land (hereinafter defined) to any mechanic’s, materialmen’s, or construction liens of any other tenants in kind. In order to comply with the Building provisions of Chapter 713.10, Florida Statutes, it is specifically provided that neither Tenant nor anyone claiming by, through or under Tenant, including, but not limited to, contractors, subcontractors, materialmen, mechanics and/or laborers, shall have any right to file or place any mechanics’, materialmen’s or construction liens of any kind whatsoever upon the Premises, the Building, the Land, or improvements thereon, and any such liens are hereby specifically prohibited. All parties with respect whom Tenant may deal are put on notice that Tenant has no power to their tenant improvements); (b) Landlord has full power subject Landlord’s interest to any mechanics’, materialmen’s or construction lien of any kind or character, and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than such persons so dealing with Tenant must look solely to the extent provided in Section 14.6credit of Tenant, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject not to the foregoing and Landlord’s obligation to repair latent defects in interest or assets. IN ADDITION, THE INTEREST OF LANDLORD IN THE PREMISES, THE BUILDING, AND THE LAND SHALL NOT BE SUBJECT TO LIENS FOR IMPROVEMENTS TO THE PREMISES, THE BUILDING, AND/OR THE LAND MADE BY TENANT, NOTWITHSTANDING ANY APPROVAL BY LANDLORD OF ANY CONTRACT(S) WITH ANY CONTRACTOR(S), AND/OR LANDLORD’S APPROVAL OF ANY SUCH IMPROVEMENT(S) AND/OR PLANS. PRIOR TO ENTERING INTO ANY CONTRACT FOR THE CONSTRUCTION OF ANY ALTERATION OR IMPROVEMENT, TENANT SHALL NOTIFY THE CONTRACTOR MAKING IMPROVEMENTS TO THE PREMISES, THE BUILDING AND/OR THE LAND OF THE FOREGOING PROVISION, AND TENANT’S KNOWING OR WILLFUL FAILURE TO PROVIDE SUCH NOTICE TO THE CONTRACTOR SHALL RENDER THE CONTRACT BETWEEN TENANT AND THE CONTRACTOR VOIDABLE AT THE OPTION OF THE CONTRACTOR. Simultaneously with the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Landlord’s and Tenant’s execution of this Lease and taking Lease, but in no event, later than the filing of possession any notice of the Premises shall conclusively establish that commencement against the Premises, Tenant agrees to execute and deliver to Landlord a memorandum of lease in such form as set forth in Exhibit “B” attached hereto and made a part hereof, which, among other things, sets forth the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing covenant against liens as described in this sentence relieves Section 7 for purposes of compliance with Florida Statute 713.10. Tenant agrees that in no event shall a notice of commencement be recorded in the public records of Palm Beach County, Florida against the Premises prior to the recording of the memorandum of lease. Landlord shall have the right, in its sole and absolute discretion, to record the memorandum of lease in the public records of Palm Beach County, Florida. Further, Tenant appoints Landlord its obligations pursuant attorney in fact coupled with an interest to Section 8.1terminate any such memorandum of lease which, belowif any, has been recorded, upon the expiration or termination of this Lease due to the lapse of time or otherwise.

Condition of the Premises. Notwithstanding anything in the Lease to the contrary, Tenant acknowledges that, except as expressly set forth is currently in this possession of the Current Premises and Tenant hereby accepts the Current Premises throughout the Term of the Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to as extended by the condition Fourth Extension Term. Commencing on and as of the PremisesSuite 100 Expansion Date, the Building or the Property, or with respect and subject to the suitability Landlord’s delivery of the PremisesSuite 100 Expansion Premises to Tenant in the Suite 100 Delivery Condition, Tenant hereby accepts the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Suite 100 Expansion Premises in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation whatsoever to alter, repair refurbish or otherwise prepare improve the Suite 100 Expansion Premises throughout the Fourth Extension Term; provided, however, Landlord agrees to provide Tenant with an improvement allowance of up to Three Hundred Twenty-Eight Thousand Eight Hundred and No/100 Dollars ($328,800.00) ($25.00 per rentable square foot for 13,152 rsf) (the “Suite 100 Expansion Allowance”) to be applied to the cost of Tenant performing the Suite 100 Expansion Improvements (as said term is defined on Exhibit “B-1” attached hereto) in accordance with and subject to the terms of said Exhibit “B-1”. If Tenant timely delivers the Tenant’s occupancy Expansion Notice (defined below) to Landlord, then commencing on and as of the Suite 110 Expansion Date, and subject to Landlord’s delivery of the Suite 110 Expansion Premises to Tenant in the Suite 110 Delivery Condition, Tenant hereby accepts the Suite 110 Expansion Premises in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation whatsoever to refurbish or otherwise improve the Suite 110 Expansion Premises throughout the Suite 110 Expansion Term; provided, however, Landlord agrees to pay provide Tenant with an improvement allowance equal to the product of (i) Twenty-Five and No/100 Dollars ($25.00), multiplied by (ii) 16,015 rentable square feet (being the total number of square feet of space contained within the Suite 110 Expansion Premises, multiplied by (iii) a fraction, the numerator of which is the number of months (including partial months) remaining in the then-existing Fourth Extension Term and the denominator of which is 60 (being the total number of months in the Fourth Extension Term) (the “Suite 110 Expansion Allowance”) to be applied to the cost of Tenant performing the Suite 110 Expansion Improvements (as said term is defined on Exhibit “B-2” attached hereto) in accordance with and subject to the terms of said Exhibit “B-2”. In addition to the Suite 100 Expansion Allowance and the Suite 110 Expansion Allowance (if Tenant timely delivers the Tenant’s Expansion Notice to Landlord), and as partial consideration for or construct any Tenant executing this Fifth Amendment, Landlord agrees to provide Tenant, within 30 days after the Effective Date, with the sum of Three Hundred Seventy-Seven Thousand Eight Hundred and Eighty and No/100 Dollars ($377,880.00), payable in one lump sum as reimbursement for the cost of Tenant’s performance of previously completed tenant improvements to the Fourth Amendment Expansion Premises except (as otherwise expressly set forth in this Lease or defined in the Work Letter attached hereto as Exhibit 3.1Fourth Amendment). Notwithstanding anything to the contrary contained herein, Landlord represents Tenant acknowledges and warrants to Tenant agrees that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants Landlord originally existing in the Building Lease to complete leasehold improvements and/or furnish allowance(s) with respect to the Current Premises have been completed and/or satisfied in their tenant improvements); (b) Landlord has full power entirety, and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects any provisions in the Base Building Work as expressly provided in Section 1.1 Lease providing for such obligations are hereby null and void and of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowno further force or effect.

Condition of the Premises. Tenant acknowledges thathereby accepts and agrees to occupy the Additional Premises in its current "as is" condition with the roof water tight. The elevator serving the production space portion of the Additional Premises shall be fully operational and certified by the State of California as of the Additional Premises Commencement Date. Within twelve (12) months after the Additional Premises Commencement Date, except Landlord shall repaint the exterior of the Building and upgrade the exterior landscaping. Landlord hereby grants Tenant a one-time construction allowance of up to Three Hundred Eighty-Seven Thousand Nine Hundred Thirty Dollars ($387,930.00) ("Tenant's Construction Allowance") for the cost of generic tenant improvements to be installed in the Additional Premises by Tenant including all associated architectural, engineering and professional fees and costs (exclusive of any overhead costs of Landlord). If requested by Tenant no later than September 1, 2001, Landlord shall provide an additional allowance ("Tenant's Improvement Allowance") of up to $193,965 to reimburse Tenant for additional Approved Work. The amount of Tenant's Improvement Allowance that is actually used shall be fully amortized (inclusive of 10% per annum interest) over the Term of the Lease payable monthly as expressly additional Rent. Tenant shall submit its plans for the tenant improvements for Landlord's written approval (the "Approved Work") prior to Tenant's commencement of construction of the Approved Work, and Landlord shall respond within five (5) business days of the date Tenant provides Landlord any specific set of complete preliminary or complete final plans required by Landlord's approval. All work performed by Tenant shall be performed in strict compliance with the plans submitted for the Approved Work and no modification shall be made in such plans without the prior written approval of Landlord. Landlord shall pay Tenant's outside vendors or contractors for materials and services constituting the Approved Work, up to the maximum Tenant's Construction Allowance set forth above, within thirty (30) days following Landlord's receipt of Tenant's submittal to Landlord of approved invoices and conditional lien releases for payment. Tenant shall also be reimbursed from Tenant's Construction Allowance for the reasonable cost of all preliminary and final plans and specifications and all permits relating to the installation of the Approved Work. All of the Approved Work to be done by Tenant shall be done in this accordance with the provisions of Paragraph 14. of the Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect and Tenant shall be required to follow Landlord's reasonable rules and regulations relating to contractors working in the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s businessProject. Tenant acknowledges that Landlord shall have no obligation the right to alter, repair or otherwise prepare the Premises for reasonably approve all of Tenant’s occupancy or to pay for or construct any improvements 's proposed contractors and subcontractors related to the Premises except as otherwise expressly set forth in this Lease or in installation of the Work Letter attached hereto as Exhibit 3.1Approved Work. Notwithstanding anything Landlord shall not charge an administrative fee relating to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any installation of the Finish Approved Work, Tenant’s particular use (as opposed . Tenant shall have the right to access the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has Additional Premises upon full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this First Amendment and vacation of the Additional Premises by the existing tenant for the purpose of installing the Approved Work (the "Construction Period"), provided, however, Tenant shall be bound by the terms and conditions of the Lease and taking of possession of this First Amendment during the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant Construction Period except for Tenant's obligation to Section 8.1, belowpay Base Rent or Operating Expenses.

Condition of the Premises. Tenant acknowledges that(a) As of the Delivery Date, the Common Areas of the Building shall be in compliance with all applicable governmental codes, laws and regulations, including the Americans with Disabilities Act of 1990, as amended as of such Delivery Date (the "ADA") and all Building systems will be in good operating order. The issuance of a valid Certification of Occupancy for the Building shall be conclusive evidence of Landlord's compliance with the foregoing requirements, except as expressly set forth to latent defects, and as to the completion of punchlist items. (However, any delay in this Lease, neither Landlord nor any agent the issuance of the same shall in no way imply that Landlord has made any representation or warranty not complied with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, requirements). Tenant’s execution of this Lease and taking 's acceptance of possession of the Premises (or any portion thereof), shall conclusively establish constitute an acknowledgement by Tenant: (a) that it has had full opportunity to examine the Building, including the applicable portion of the Premises, and is fully informed, independently of Landlord or Landlord's Agents, as to the character, construction and structure of the Building and the Premises, and (b) except for latent defects (which shall be repaired by Landlord at Landlord's cost only in accordance with the terms of subparagraph (b) below) and items expressly set forth in a timely punchlist delivered by Tenant to Landlord in accordance with the terms of subparagraph (b) below, that Tenant accepts the applicable portion of the Premises in accordance with the terms of the Lease and the Exhibits thereto. (b) Upon delivery of possession of any portion of the Premises, Tenant or its designated representative will inspect the Premises and, within five (5) business days of such delivery, give Landlord written notice (a "punchlist") of contended defects in Landlord's Work (as defined in Exhibit C), if any, and of any contended variances of Landlord's Work from the requirements of this Lease and Landlord shall endeavor to remedy such defects within thirty (30) days after notice thereof by Tenant. Landlord will use commercially reasonable efforts to remedy any such actual defect or variance described in Tenant's timely delivered punchlist. Tenant's failure to timely give such notice, or specify any defect or variance in such notice, is a waiver of all rights with respect to such defects (other than latent defects, which shall be warranted by Landlord for a period of one year following the date of delivery of possession of the applicable portion of the Premises) or variance not specified in such notice. (c) Landlord represents and warrants that, to Landlord's knowledge, as of the Delivery Date, the Common Areas of the Building (including Building entrance doors, lobby areas, stairwells, elevators and common restrooms) are in compliance with ADA and with all laws, statutes, ordinances, rules, regulations, requirements and directives of applicable government authorities (including police, fire, health and environmental authorities or agencies). During the Term of the Lease, Landlord, at its cost and expense (subject to partial reimbursement in accordance with the terms of Section 4.3, and except with respect to compliance costs which are specifically related to Tenant operations in the Premises, the cost of which shall be borne exclusively by Tenant), will continue to ensure that the Common Areas of the Building comply with ADA and with all laws, statutes, ordinances, rules, regulations, requirements and directives of applicable government authorities (including police, fire, health and environmental authorities or agencies). Landlord further represents that, to Landlord's knowledge, as of the Delivery Date, the zoning regulations applicable to the Building and any covenants, conditions or restrictions appertaining to the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord Building permit the use of its obligations pursuant to Section 8.1, belowthe Premises for the uses contemplated hereunder.

Condition of the Premises. Tenant “As-Is”. 7.1 Purchaser acknowledges that, between the date hereof and the expiration of the Due Diligence Period, Purchaser shall inspect the Premises, and shall become familiar with the physical condition and state of repair thereof, and all other matters relating to the Premises, it being acknowledged by Purchaser that Purchaser has had (or during the Due Diligence Period shall have) a sufficient opportunity to perform all of Purchaser’s due diligence with respect to the Premises, and shall accept the Premises “as is”, “where is”, as of the date of this Agreement, subject to reasonable use, wear, tear and natural deterioration between now and the Closing Date, without any reduction or credit or abatement in the Purchase Price for any change in such condition by reason thereof subsequent to the date of this Agreement. Except as expressly set forth in this Agreement, no representations, warranties or agreements of any kind whatsoever have been made by Seller in regard to the physical or operating condition of the Premises, the condition of Seller’s title thereto, freedom from defects, latent or patent, the income or profit to be derived from the Premises, the expenses of operation and maintenance thereof, the present or prospective rental income therefrom, or any other matter or thing affecting or relating to the whole or any part of the Premises, and no representation, covenant or warranty shall survive the Closing, other than the Surviving Obligations. 7.2 Purchaser hereby acknowledges its reliance solely on its own examination, inspection and evaluation of the Premises, and not on any warranties or representation, whether express or implied, from Seller, except those warranties and representations expressly made by Seller in this Agreement. Except as expressly set forth in this Agreement to the contrary, Purchaser releases Seller, any person, entity or party related to or affiliated with Seller (the “Seller Related Parties”) and their respective successors and assigns from and against any and all claims which Purchaser or any person, entity or any party related to or affiliated with Purchaser (each, a “Purchaser Related Party”) has or may have arising from or related to any matter or thing related to or in connection with the Premises, including the documents and information referred to herein, the Lease and the Tenant thereunder, any construction defects, errors or omissions in the design or construction and any environmental conditions, including, but not limited, to mold, and, except as expressly set forth in this LeaseAgreement to the contrary, neither Landlord Purchaser nor any agent of Landlord has made any representation or warranty with respect Purchaser Related Party shall look to the condition of the PremisesSeller, the Building Seller Related Parties or their respective successors and assigns in connection with the foregoing for any redress or relief. This release shall be given full force and effect according to each of its express terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. The provisions of this Section 7.2 shall survive the termination of this Agreement or the Property, or with respect Closing Date and shall not be deemed to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for merged into any of the Finish Workdocuments executed or delivered at the Closing. To the extent required to be operative, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations disclaimers and warranties contained herein are “conspicuous” disclaimers for purposes of any other tenants in applicable law, rule, regulation or order. Notwithstanding the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; providedforegoing, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1contained herein shall relieve, belowrelease or limit Seller’s liability for Seller’s Surviving Obligations.

Condition of the Premises. (a) Tenant acknowledges thatagrees to take and Landlord agrees to deliver the Demised Premises according to Exhibit A; Schedule of Space, except as expressly set forth in upon the Commencement of this Lease, neither Landlord nor any agent in the "as is, where is" condition, subject to Landlord's obligations under this Article 8 and 6.5 hereof. On such date or the dates identified in Exhibit A; Schedule of Landlord has made any representation Space, or warranty such earlier occupancy date as provided in Article 2, the Demised Premises shall be free of all occupants and their personal property, in good basic operating condition and repair, broom clean and in compliance with respect applicable building, life and safety codes. (b) In addition to the condition foregoing, Landlord shall, on or before July 1, 1998 (a) insure that Andataco, Inc., and any other persons, currently using the vestibule and lobby on the first floor of the Building have vacated and ceased all use of or operation within such areas, as well as any access to or through the lobby and vestibule, removing all signage and leaving the same in broom clean, good condition and (b) construct a demising wall in the loading dock area of the Connector Building, separating the Demised Premises from the remainder of the Connector Building, as previously agreed. Landlord further agrees that it shall, on or prior to June 1, 1998, remove from the third floor portion of the First Additional Premises, the Building or the Propertyall equipment, or with respect supplies, materials and all other personal property. (c) Subject to the suitability provisions of Article 2 relating to Early Space, Landlord will, prior to August 1, 1998, perform the following improvements in the third floor portion of the First Additional Premises ("Landlord Work"): install new carpeting and ceiling tiles; paint walls; refurnish existing light fixtures; demolition of certain demising walls as shown on a plan prepared by Xxxx Xxxxxxx, architect, previously approved by Landlord and Tenant; and clean and paint bathrooms. The quality and type of materials and workmanship will be similar to the Initial Demised Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall will have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy install any hard wall partitions or to pay for or construct any improvements to modify the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work electrical or telecommunications system as expressly provided in Section 1.1 part of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowWork.

Condition of the Premises. Tenant acknowledges that, The Premises are being leased in their condition AS IS WITHOUT REPRESENTATION OR WARRANTY by Landlord except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation provided herein. Any improvements or warranty with respect alterations necessary to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to will be performed by Tenant, and Landlord shall have no responsibility therefor. The “Delivery Date” is the date on which (i) this Lease has been fully executed and delivered by Landlord and Tenant, and (ii) Landlord has tendered possession of the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon in their “as is” condition and otherwise as herein provided. On the Commencement Delivery Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility mechanical systems shall and equipment serving the Premises will be in good working order and condition. Subject to Landlord represents and warrants that the foregoing and Landlord’s obligation to repair latent defects in HVAC system will on the Base Building Work as expressly provided in Section 1.1 of delivery date meet the specifications set forth on Exhibit 3.1, Tenant’s execution of this Lease and taking of __. Tenant acknowledges that it will accept possession of the Premises shall conclusively establish with the furniture and furnishings (the “Furniture”) of the prior tenant, Sapient Corporation (“Sapient”), in place, pursuant to a separate agreement between Tenant and Sapient by which Sapient is conveying the Furniture to Tenant. Landlord is not a party to such agreement and will have no obligation to remove the Furniture prior to the Delivery Date or do deliver possession of the Premises free of the same. Landlord has no interest in the Furniture, and expressly disclaims any obligation or liability with respect to the same, including without limitation with respect to the condition or suitability thereof or the state of title thereto. Tenant acknowledges that it has inspected the Premises, Premises and common areas of the Building and has found the Property were at such time in goodsame satisfactory for Tenant’s intended use, sanitary and satisfactory condition and repair; provided, nothing in provided that this sentence relieves shall not relieve Landlord of its obligations pursuant to express covenants set forth in this Section 8.1, below4.2.

Condition of the Premises. (a) Except as may be specifically provided in this Lease, the Premises are being leased in their condition AS IS WITHOUT REPRESENTATION OR WARRANTY by Landlord. Tenant acknowledges thatthat it has inspected the Premises and common areas of the Building and has found the same satisfactory. Landlord shall have no obligation to perform any work to prepare the Premises for use or occupancy by Tenant, except as expressly set forth below. Promptly after execution and delivery of this Lease both parties, Landlord shall: (i) undertake to construct those alterations and improvements to the Premise as are reflected on Exhibit B, using building standard materials; and (ii) remove any debris and broom clean the Premises (such items of work being collectively referred to as “Landlord’s Work”). Landlord shall perform Landlord’s Work in this Leasea good an workmanlike manner in accordance with applicable laws and codes, neither and shall use commercially reasonable efforts to complete Landlord's Work on or before July 1, 2013 (the “Target Date”). Any changes to Landlord’s Work requested by Tenant (if permitted by Landlord) after the date hereof shall be at Tenant’s sole cost, and Tenant shall, if requested by Landlord, execute an agreement confirming such costs. (b) The Premises shall be deemed ready for occupancy on the first day (the "Substantial Completion Date") as of which Landlord's Work has been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after occupancy has been taken without causing undue interference with Tenant's use and enjoyment of the Premises (i.e. so called "punch list" items) and Tenant has been given notice thereof. Landlord nor shall complete as soon as conditions permit any agent "punch list" items and Tenant shall afford Landlord reasonable access to the Premises for such purposes. In the completion of any punch-list items, Landlord and Tenant shall reasonably cooperate to schedule such work to minimize any unreasonable disruption or interference with Tenant’s business operations at the Premises and Landlord shall use commercially reasonable efforts to complete such punch-list items within thirty (30) days after the Substantial Completion Date. (c) Except to the extent to which Tenant shall have given Landlord notice, not later than the end of the second full calendar month (which period shall be extended to the first anniversary of Substantial Completion as to latent defects that could not have been discovered during the two-month period by a reasonably careful visual inspection or by ordinary use) after the Term Commencement Date, of respects in which Landlord has made any representation or warranty with respect to the condition of the Premisesnot performed Landlord's Work, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation claim that Landlord has failed to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct perform any improvements to the Premises except as otherwise expressly set forth in this Lease or of Landlord's Work. (d) If any delay shall occur in the Work Letter attached hereto Substantial Completion Date as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to a result of: (i) any request by Tenant that Landlord delay the commencement or completion of Landlord's Work for any reason; (aii) upon any change by Tenant in Landlord’s Work after the Commencement Datedate hereof; (iii) any other act or omission of Tenant or its officers, the Building and the Premises will be agents, servants or contractors; or (iv) any reasonably necessary displacement of any of Landlord’s Work from its place in material compliance with all Applicable Laws (in each case, without regard for Landlord’s construction schedule resulting from any of the Finish Work, Tenant’s particular use causes for delay referred to in this paragraph (as opposed to d) and the Permitted Use, generally), or the obligations fitting of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and such Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at back into such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.schedule;

Condition of the Premises. Tenant acknowledges that, except Except as expressly set forth above with respect to Landlord’s Work, Tenant has accepted the Premises in this Leaseits “AS-IS” condition, neither subject to all applicable Legal Requirements, and Landlord nor shall have no obligation to perform or pay for any agent of repair or other work therein. Except as expressly set forth above with respect to Landlord’s Work, Landlord has made any no representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect as to the suitability of the Premises, the Building or the Property Premises for the conduct of Tenant’s business. , and Tenant acknowledges waives any implied warranty that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises are suitable for Tenant’s occupancy or to pay for or construct any improvements to the Premises except intended purposes. TENANT ACKNOWLEDGES THAT, EXCEPT WITH RESPECT TO LANDLORD’S WORK AND UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION, (2) THE BUILDING AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD AND (4) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as otherwise may expressly set forth be provided in this Lease or Lease, in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, no event shall Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard have any obligation for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and Premises or any limitation on its use. The taking of possession of the Premises shall conclusively establish be conclusive evidence that Tenant accepts the Premises and that the PremisesPremises were in good condition at the time possession was taken except for Landlord’s Work and Latent Defects discovered before the Latent Defect Deadline, the Building items that are Landlord’s responsibility hereunder and the Property were at such time any Punch List items agreed to in good, sanitary writing by Landlord and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowTenant.

Condition of the Premises. Tenant acknowledges thatSole and exclusive possession of the portion of City’s Premises described in Exhibit B, except free of all trash, debris, and parties in possession shall be delivered to District at Initial Closing (as expressly set forth hereinafter defined) subject to City's reversionary rights described in this LeaseParagraph. Sole and exclusive possession of the former Xxxxxx Xxxxxxx, Gracemount and Xxxxx xx Xxxxx Sites shall be delivered to the City at Initial Closing. Should District fail to meet the Conditions of transfer (defined below) on or before the Final Closing, City may exercise its reversionary rights to the City's Premises. If District defaults in or violates any one or more of the Conditions of transfer, and fails to cure such default or violation within 90 days after receipt of City's written notice of default, then the City will have the right at its option, to re-enter and take possession of the City's Premises and to terminate (and revest in the City) the estate conveyed by the Deed. District agrees that all Improvements will attach immediately and become a part of the City's Premises, and that if the City exercises its right of re-entry, all right, title and interest in and to the Improvements will immediately vest in the City. Sole and exclusive possession of the District’s Premises, free of all trash, debris and parties in possession shall be delivered to City at Final Closing (as hereinafter defined). District agrees to accept the City’s Premises in its present “AS IS” condition. The City agrees to accept the District’s Premises in present "AS IS" condition excepting that the JFK HS will be abated, demolished, backfilled, graded and seeded the site in a manner consistent with its other demolition projects (the "Conditions of transfer"). The Parties acknowledge that neither Landlord nor is relying upon any agent of Landlord has made any representation representations, warranties, or warranty other information given or supplied by City or District with respect to the condition of environmental conditions existing on the Premises, the Building or the Propertyother matters in entering into this transaction or developing and constructing its Project except those items specifically listed in Paragraph 10. City makes no covenant, representation, or with respect warranty as to the suitability of the City’s Premises for any purpose whatsoever or as to the physical condition of the City’s Premises, except those listed in Paragraph 10. District covenants and represents that the Building or the Property for the conduct of TenantDistrict’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be suitable for use as a residential park upon conveyance to City as well as those covenants, representations, and warranties listed in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowParagraph 10.

Condition of the Premises. Tenant acknowledges that, except Except as expressly set forth in this LeaseLease and in the Work Letter attached hereto as Exhibit C, neither Landlord nor Lessor shall not be obligated to provide or pay for any agent improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of Landlord has made any the Premises, and Lessee shall accept the Premises in its “AS IS, WHERE IS” condition on the Lease Commencement Date. Notwithstanding anything to the contrary in the foregoing, Lessor shall deliver possession of the Premises to Lessee with all Building systems serving and located therein (including standard ceiling lighting and electrical outlets) in good operating condition and working order. Subject to the foregoing, Lessor makes no representation or warranty warranty, express or implied, with respect to the condition of the Premises, the Building or the PropertyProject, or with respect to the suitability of the Premises, the Building or the Property Project for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, TenantLessee’s particular use (as opposed to the Permitted Use, generally)use, or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power conditions that may affect Lessee’s use and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 enjoyment of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building or the Project. Without limiting the foregoing, neither the Premises nor the Common Areas have undergone inspection by a Certified Access Specialist (CASp) within the meaning of California Civil Code Section 1938, and Lessor is not providing any representations or warranties regarding whether the Property were at Premises or the Common Areas (or any portions thereof) meets all applicable construction-related accessibility standards. No construction conducted on, and/or development of, any adjoining property, whether or not performed or developed under the direction of Lessor or other persons, including any attendant noise and dust associated with such time activity, shall affect the obligations of Lessee under this Lease or constitute a constructive eviction or a breach of the covenant of quiet enjoyment. No rights to any view or to light or air over any other portion of the Project or any other property, whether belonging to Lessor or any other person, are granted to Lessee by this Lease or are deemed an appurtenance to Lessee’s use and/or occupancy of the Premises. Lessor reserves from the leasehold estate hereunder, in goodaddition to all other rights reserved by Lessor under this Lease: (i) all exterior walls and windows bounding the Premises and rights to the use of the roof of the Building, sanitary and satisfactory condition (ii) all space above the ceiling tiles (and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant commonly referred to Section 8.1, belowas the “plenum”).

Condition of the Premises. Tenant acknowledges thatSubject to Purchaser's inspection and examination of the Premises as provided in Paragraph 32 and the other requirements of this Agreement, Purchaser agrees to acquire the Premises "as is", in such condition as the same may be on the date hereof, subject, however, to reasonable use, wear, tear, casualty and natural deterioration between the date hereof and the Closing Date. Seller has not and does not make any representations as to the physical condition, expenses, value of the Land or the Improvements, availability of sewage connections, adequacy or fitness for use of any mechanical equipment or any other matter or thing affecting or related to the Premises or the transaction, which might be pertinent in considering the making of the purchase of the Premises or entering into this Agreement except as herein specifically set forth, and Purchaser hereby expressly set forth acknowledges that no such other representations have been made. Seller is not liable or bound in this Leaseany manner by expressed or implied warranties, neither Landlord nor any agent of Landlord has made any representation guaranties, promises, statements, representations or warranty with respect information pertaining to the condition of the Premises, the Building made or the Propertyfurnished by any real estate broker, agent, employee, servant or with respect other person representing or purporting to the suitability of the Premisesrepresent Seller, the Building unless such warranties, guaranties, promises, statements, representations or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise information are expressly and specifically set forth in this Lease or in herein. Seller further agrees that all Fixtures (including the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to HVAC, plumbing and electrical systems, but excluding the contrary contained herein, Landlord represents automated storage and warrants to Tenant that (aretrieval system) upon the Commencement Date, the Building and on the Premises will be in material compliance with all Applicable Laws (in each casereasonable working order on the date of Closing, without regard for any and the roof on the buildings free of leaks. Without limiting the foregoing, Purchaser acknowledges that the shelving, rack, rail and post structures which are and have been a part of the Finish Workautomated storage and retrieval system within the Premises and existing mezzanines and support shelving may, Tenant’s particular use (as opposed to at Seller's option, be left in place, in whole or in part, by Seller upon delivery of the Permitted UsePremises; that such structures may be, generally)in whole or in part, load-bearing or otherwise required for the obligations structural integrity of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, belowPremises; and (c) upon that the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession possibility of the Premises shall conclusively establish that the Premises, the Building removal of such structures and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord costs thereof formed a part of its obligations pursuant to Section 8.1, belowthe negotiation of the Purchase Price.

Condition of the Premises. (a) Tenant acknowledges that, except shall accept the 2nd Floor East Premises in Ready for Buildout Condition as expressly described in Section 2.2 of the Lease and the condition generally described in Exhibit B – Schedule I of the Lease. All Tenant improvements to the 2nd Floor East Premises (“2nd Floor East Premises Related Work”) shall be done in accordance with the requirements set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect Exhibit B to the condition Lease. (b) Provided no Event of Default has occurred, Landlord shall grant Tenant an improvement allowance (“2nd Floor East Premises Related Allowance”) in an amount equal to the product of (a) Eighty-Five and 00/100 Dollars ($85.00), multiplied by (b) the number of rentable square feet in the 2nd Floor East Premises (i.e., $753,100.00) to be applied to the 2nd Floor East Premises Related Work in compliance with the provisions set forth in (i) – (iii) below. If Tenant cures such Event of Default prior to the end of the first twelve (12) months of the 2nd Floor East Premises Lease Term, then Tenant shall be entitled to the allowance as of the day following such cure. Any portion of the 2nd Floor East Premises Related Allowance that remains unreserved and unapplied after the expiration of the first twelve (12) months of the 2nd Floor East Premises Lease Term shall be deemed waived and forfeited. Notwithstanding anything contained in the Lease or this Amendment to the contrary: (i) At least eighty percent (80%) (i.e., $602,480.00) of the 2nd Floor East Premises Related Allowance must be applied toward hard construction costs. (ii) Tenant may apply up to twenty percent (20%) (i.e., $150,620.00) of the 2nd Floor East Premises Related Allowance toward architectural design fees, engineering fees, telephone/data installation, security systems, cabling and wiring and construction management fees (“Soft Construction Costs”), but not toward any abatement of rent, furniture, fixtures and equipment, moving costs or move-related expenses. (iii) At least Four Hundred Forty Three Thousand and No/100 Dollars ($443,000.00) of the 2nd Floor East Premises Related Allowance (i.e., $50.00 per rentable square feet of the 2nd Floor East Premises) must be applied toward hard construction costs within the 2nd Floor East Premises, specifically excluding any costs related to the Interconnecting Stair, as defined below. No more than Three Hundred Ten Thousand and No/100 Dollars ($310,000.00) of the 2nd Floor East Premises Related Allowance (i.e., $35.00 per rentable square foot of the 2nd Floor East Premises) may be applied toward hard construction costs and/or Soft Construction Costs on the Interconnecting Stair and/or tenant improvements on the third floor portion of the Premises, the Building or the Property, or with respect to the suitability . (c) Disbursements of the Premises, 2nd Floor East Premises Related Allowance will be made in accordance with the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly terms and conditions set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything B to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and conditionLease. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.0000 Xxxxxxxxxxxx Xxxxxx XX Vanda Pharmaceuticals Amendment No. 1

Condition of the Premises. Tenant acknowledges thatthat it has been and continues to be in possession of the Original Premises, is familiar with the condition of the Original Premises and accepts the Original Premises in its presently existing, “as is” condition, with all faults and without representation, warranty or improvements by Landlord of any kind whatsoever. Tenant hereby agrees that the Additional Premises shall be taken “as is”, “with all faults”, “without any representations or warranties,” except as expressly set forth provided in this LeaseSection. Tenant hereby acknowledges that it has had an opportunity to investigate and inspect the condition of the Additional Premises and the suitability of same for Tenant’s purposes, and Txxxxx 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 Additional Premises, the Building 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 representation representations or warranty with respect to the condition of the Additional Premises, the Building or the Property, Project or with respect to the suitability of the Additional Premises, the Building or the Property Project for the conduct of TenantTxxxxx’s business. business and Tenant acknowledges expressly warrants and represents that Landlord shall have no obligation to alter, repair or otherwise prepare Tenant has relied solely on its own investigation and inspection of the Additional Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority its decision to enter into this Lease First Amendment and has obtained let the Additional Premises in an “as is” condition. Notwithstanding the foregoing, at Landlord’s sole cost and expense using Landlord’s standard industrial materials, Landlord shall perform the following work in the Additional Premises (collectively, the “Landlord Work”): (i) install LED lighting in the Additional Premises; (ii) recarpet all consents carpeted floors in the office portion, and taken install new floors in the restroom portion, of the Additional Premises; (iii) install illuminated Exit signs near exist doors of the Additional Premises; (iv) patch all actions necessary holes in connection therewith other than to drywall in the extent provided in Section 14.6, belowAdditional Premises; and (cv) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and conditionpaint demising wall. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 Within five (5) days of Exhibit 3.1, Tenant’s execution receipt of this Lease Building standard samples for the carpet and taking of possession of flooring, Tenant shall make a selection in writing 4867-8975-9850, v. 1 DocuSign Envelope ID: D0DC7079-A251-4FFF-9D21-A4082DCEC9D0 to Landlord. If Tenant fails to timely select such carpet and flooring, Tenant shall have no further right to make such selection and Landlord may choose the Premises shall conclusively establish that the Premisescarpet and flooring in its sole and absolute 4867-8975-9850, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.v. 1 DocuSign Envelope ID: D0DC7079-A251-4FFF-9D21-A4082DCEC9D0

Condition of the Premises. A. Tenant acknowledges thathas inspected the demised premises including all equipment which is a part thereof and accepts the premises in the condition they are in as of the date of this Lease subject to Landlord's obligations under this Lease, except as expressly hereinafter defined, and the warranties and representations of Landlord set forth in subsection B below and elsewhere in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, . B. Landlord represents and warrants to Tenant that as follows: (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (bi) Landlord has full power and authority no notice of any liens to enter into this Lease and be assessed against the premises; (ii) Landlord has obtained all consents and taken all actions necessary in connection therewith other than no knowledge of any violation of any laws relating to the extent provided in Section 14.6premises; (iii) The execution, below; delivery, and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution performance of this Lease by Landlord will not result in any breach of, or constitute any default under, or result in the imposition of, any lien or encumbrance on the premises under any agreement or other instrument to which Landlord is a party or by which Landlord or the premises might be bound; (iv) There are no legal actions, suites, or other legal or administrative proceedings, including condemnation cases, pending or threatened, against the premises, and taking Landlord is not aware of possession any fact that might result in any such action, suit, or other proceeding; (v) Landlord knows of no fact or condition of any kind or character whatsoever that adversely affects the intended use of the Premises shall conclusively establish that premises by Tenant; (vi) To Landlord's knowledge, without verification, Tenant's intended use of the Premisespremises will not violate the applicable zoning classification of the premises, and Landlord does not have any knowledge of any action or proceeding, whether actual, pending, or threatened, relating to zoning or use of the Building premises; and (vii) To Landlord's knowledge, without verification there has been no leak, spill, realease, discharge, emission or disposal of Hazardous Substances on the premises to date; and the Property were premises are free of Hazardous Substances in actionable quantities as of the date of this Lease. All the foregoing statements are true and correct. Landlord shall indemnify and hold Tenant harmless from and against any and all damage resulting from any material misrepresentation or breach of warranty. If any claim is asserted against Tenant that would give rise to a claim by Tenant against Landlord for indemnification under the provisions of this section, then Tenant shall promptly give written notice to Landlord concerning such claim and Landlord shall, at such time in goodno expense to Tenant, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowdefend the claim.

Condition of the Premises. Landlord and Tenant acknowledges that, except as expressly set forth in this Lease, neither Landlord nor agree that the construction of any agent of Landlord has made any representation or warranty “Tenant Work” with respect to the condition First Expansion Premises shall be performed by Tenant in accordance with and as defined in Exhibit B-5. Subject to funding the Tenant Work Allowance (as defined in Exhibit B-5) for the construction of the PremisesTenant Work, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation obligations whatsoever to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Original Premises except or the First Expansion Premises and Tenant HAS ACCEPTED THE ORIGINAL PREMISES AND THE FIRST EXPANSION PREMISES “AS IS”, “WHERE IS” AND WITH ANY AND ALL FAULTS. LANDLORD NEITHER MAKES NOR HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY, SUITABILITY OR FITNESS THEREOF OF THE ORIGINAL PREMISES OR THE FIRST EXPANSION PREMISES, OR THE CONDITION OR REPAIR THEREOF. TENANT’S CONTINUED POSSESSION OF THE ORIGINAL PREMISES AND TAKING OF POSSESSION OF THE FIRST EXPANSION PREMISES IS CONCLUSIVE EVIDENCE FOR ALL PURPOSES OF TENANT’S ACCEPTANCE OF THE PREMISES IN GOOD ORDER AND SATISFACTORY CONDITION, AND IN A STATE AND CONDITION SATISFACTORY, ACCEPTABLE AND SUITABLE FOR THE TENANT’S USE PURSUANT TO THE LEASE. Notwithstanding the foregoing, Landlord shall deliver all structural elements and subsystems of the First Expansion Premises, including but not limited to the HVAC, mechanical, electrical, and plumbing systems serving the First Expansion Premises, in good working condition and repair as otherwise expressly set forth in this Lease of the Effective Date and Landlord will be responsible, without cost to Tenant, to repair any latent structural or design defects (as opposed to normal repairs, maintenance and replacements) in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything curtain wall, windows and window framing, interior structural framing, foundation, roof, HVAC systems, mechanical, electrical, and plumbing systems occurring or discovered prior to the contrary contained herein, later of the date that is 12 months after the Effective Date and the date of expiration of any applicable warranty therefor; provided that Tenant delivers notice to Landlord represents thereof prior to the later of the date that is 12 months after the Effective Date and warrants to Tenant that date of expiration of any applicable warranty therefor and such repairs shall not include work required in connection with (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of Tenant’s Alterations, Tenant Work or other improvements to the Finish WorkFirst Expansion Premises, (b) Tenant’s particular use of the First Expansion Premises, including, without limitation, for meeting or assembly uses (as opposed to Tenant’s use of the First Expansion Premises for the Permitted Use, generally), Use in accordance with the Original Lease in a normal and customary manner) or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects a change in the Base Building Work as expressly provided Permitted Use stated in Section 1.1 1.8, regardless of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at whether Landlord approves such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowchange.

Condition of the Premises. A. Tenant acknowledges thathas inspected the demised premises including all equipment which is a part thereof and, except as expressly provided in Section 43 of this Lease, accepts the premises in the condition they are in as of the date of this Lease subject to Landlord's obligations under this Lease, as hereinafter defined, and the warranties and representations of Landlord set forth in subsection B below and elsewhere in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, . B. Landlord represents and warrants to Tenant that as follows: (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (bi) Landlord has full power and authority no notice of any liens to enter into this Lease and be assessed against the premises; (ii) Landlord has obtained all consents and taken all actions necessary in connection therewith other than no knowledge of any violation of any laws relating to the extent provided in Section 14.6premises; (iii) The execution, below; delivery, and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution performance of this Lease by Landlord will not result in any breach of, or constitute any default under, or result in the imposition of, any lien or encumbrance on the premises under any agreement or other instrument to which Landlord is a party or by which Landlord or the premises might be bound; (iv) There are no legal actions, suits, or other legal or administrative proceedings, including condemnation cases, pending or threatened, against the premises, and taking Landlord is not aware of possession any fact that might result in any such action, suit, or other proceeding; (v) Landlord knows of no fact or condition of any kind or character whatsoever that adversely affects the intended use of the Premises shall conclusively establish that premises by Tenant; (vi) To Landlord's knowledge, without verification, Tenant's intended use of the Premisespremises will not violate the applicable zoning classification of the premises, and Landlord does not have any knowledge of any action or proceeding, whether actual, pending, or threatened, relating to zoning or use of the Building premises; and (vii) To Landlord's knowledge, without verification there has been no leak, spill, release, discharge, emission or disposal of Hazardous Substances on the premises to date; and the Property were premises are free of Hazardous Substances in actionable quantities as of the date of this Lease. All the foregoing statements are true and correct. Landlord shall indemnify and hold Tenant harmless from and against any and all damage resulting from any material misrepresentation or breach of warranty. If any claim is asserted against Tenant that would give rise to a claim by Tenant against Landlord for indemnification under the provisions of this section, then Tenant shall promptly give written notice to Landlord concerning such claim and Landlord shall, at such time in goodno expense to Tenant, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowdefend the claim.

Condition of the Premises. Tenant acknowledges that, except agrees that the demised premises are being leased in an “as expressly set forth in this Lease, neither is” condition and Landlord nor is not obligated to perform any agent work of Landlord has made any representation or warranty with respect kind to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises occupancy, except as otherwise expressly set forth in provided for by written amendment to this Lease or lease. Landlord agrees to allow Tenant to use the carpeting and window dressings, if any, in the Work Letter attached hereto demised premises for the term of this lease. Tenant agrees to maintain and/or clean the carpeting and window dressings during the term of this lease and upon the expiration thereof, return the same to Landlord, reasonably clean, and in the same condition as Exhibit 3.1when received, normal wear and tear excepted. Landlord agrees to provide normal vacuuming of the carpets only. The area of the leased premises is based upon the retable area, which includes Tenant’s proportionate share of the public elevator lobby, toilet rooms, corridors and other public areas on the floor on which the demised premises are located. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon it has undertaken an asbestos abetment program for the Commencement Date, floor on which the Building demised premises exist and the Premises will be in material compliance with that all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed structural columns from slab to the Permitted Use, generally), or slab above the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power existing acoustic tile have been completely enclosed and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6Tenant removes the existing acoustic tile on such floor, below; all exposed columns, beam, conduits and (c) pipes above such apostle tile are completely enclosed with lath, plaster, and/or/or other protective coverings. Landlord shall provide Tenant with an allowance of up to $96,960.00 to be paid to Tenant upon the Commencement Daterequest of Tenant and to be used by Tenant in connection with Tenant’s remodeling and renovation work to the leased premises contemplated to be undertaken by Tenant as more specifically outlined in Exhibit B hereto. Tenant, at Landlord’s sole cost and expenses shall remodel and upgrade the public restrooms and common areas on the 11th floor to the Building systems provided by standard and as required as a result of building and safety department, fire department, Americans with Disability Act or other regulatory requirements resulting from Tenant’s construction, use or occupancy of the demised premises. Tenant shall advance the costs of such common area improvements and Landlord and serving shall reimburse Tenant for such costs within ten (10) business day of Tenant’s delivery to Landlord of the Premises including electrical, HVAC, plumbing and other utility systems Invoices for such work. All work shall be performed in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession accordance with Article 7 of the Premises shall conclusively establish that the Premises, the Building and the Property were at Lease with such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant standard to Section 8.1, belowbe approved by Tenant.

Condition of the Premises. Tenant The undersigned Buyer acknowledges thatthat no representations or warranties of any kind whatsoever, except other than as expressly may have been set forth in this Leasethe Notice of Tax Possession Auction, neither Landlord nor have been made by or on behalf of the City of Xxxxxxx concerning zoning, abutters, environmental matters, septic systems, state of title, common expenses, utilities, operating expenses, current rental income, physical or structural condition of the premises, any agent of Landlord has made any representation leases, tenancies or warranty occupancy arrangements with respect to the condition premises, the existence on the premises of any hazardous waste, asbestos, lead-based paint, plaster or other lead-based accessible material, or any other materials which may be subject to governmental regulation or restriction, or any other matters whatsoever. Title to any personal property located on the premises will not be conveyed. Without limiting the generality of the Premisesforegoing, the Building undersigned purchaser acknowledges and agrees that the undersigned Buyer has received the Department of Public Health Property Transfer Notification Package, issued by the Director of the Child Lead Poisoning Prevention Program in the Department of Public Health for the Commonwealth of Massachusetts (attached as Exhibit I), and the undersigned Buyer further acknowledges and agrees that the undersigned Buyer has waived the opportunity to have an environmental or the Property, or with respect lead inspection conducted prior to the suitability public auction foreclosure sale of the Premisespremises. It is understood that the Buyer shall maintain the premises in conformance with all applicable environmental laws and regulations, including, but not limited to Mass. Gen. L. c. 21E, Mass. Gen. L. c. 111, and 42 U.S.C. § 103, et seq., and that the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord Seller shall have no obligation to alterliability in connection with environmental issues as further provided in Exhibit J. The Buyer acknowledges that no representations or warranties of any kind whatsoever, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except other than as otherwise expressly may have been set forth in this Lease the Notice of Tax Possession Auction, have been made by or in on behalf of the Work Letter attached hereto as Exhibit 3.1City of Xxxxxxx concerning the presence or absence of a septic system on the premises, and that no inspection has been conducted by the City of Xxxxxxx for the same. Notwithstanding anything Pursuant to 310 CMR 15.301, if the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Datepremises are serviced by a septic system, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems Buyer shall be in good working order required, at his/her/their/its own expense, to inspect the septic system no later than six months from the date of sale, and condition. Subject to shall otherwise comply with the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 requirements of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.310 CMR

Condition of the Premises. Section 4.1 Tenant acknowledges confirms that, except as expressly set forth subject to the Carling Works to be completed by Landlord in this Leaseaccordance with the provisions of Subsection 4.3, neither Landlord nor (i) it has examined the Premises and shall accept possession of the Premises in their “AS IS” condition on the Commencement Date, subject to normal wear and tear and the removal of the existing occupant’s property, if any, and repair of any agent of damage caused by such removal; (ii) Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterperform any other work, repair supply any materials, incur any expenses or otherwise make any installations to prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1occupancy. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants that, to Tenant that the best of its knowledge, the Premises (aincluding the Building Systems) upon are in a good state of repair and in proper working order for the purposes for which the Premises have typically been used by Landlord for the period prior to the Commencement Date. Section 4.2 Landlord has estimated (with reference to the plans and documentation attached to the Escrow Agreement) that the aggregate cost of all works necessary in order to demise and segregate the Lab 2 Premises and to relocate the MEN Business into the Lab 10 Premises and Lab 2 Premises, each in accordance with the Building plans and specifications referenced in the Escrow Agreement (the “Carling Works”), is [*], plus applicable Taxes. Landlord shall be responsible for completing the Carling Works pertaining to the relocation and consolidation of the MEN Business into the Premises and the Lab 2 Premises) and all works required to physically separate and demise the Premises will from the balance of the space within the Lab 2 Building. Tenant shall be responsible, in material compliance accordance with the provisions set out in the Escrow Agreement, for up to a maximum of [*] of the initial costs of completing such works and Landlord shall be responsible for all Applicable Laws (remaining costs associated with completing such Carling Works. Section 4.3 Landlord shall undertake and complete the Carling Works in accordance with the provisions of the Escrow Agreement. Tenant shall make itself available to provide reasonable and timely cooperation to assist with the planning, designing, implementation and completion of the Carling Works in each case, case without regard for any of the Finish Work, further cost contribution by Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Condition of the Premises. Section 6.1. Tenant acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent that it is fully aware of Landlord has made any representation or warranty with respect to the condition of the Premisesdemised premises and agrees to take the same on a strictly “as is” basis without any warranty, representation or obligation whatsoever on the part of the Landlord with respect thereto. Section 6.2. Tenant shall completely remodel the demised premises in the manner to outfit the same for its use; but all such remodeling work shall meet the following requirements: (i) same shall be done in a good and first-class workmanlike manner; (ii) same shall not adversely affect the structural strength of the demised premises or the building of which they are a part; (iii) Tenant shall abide by all applicable laws, ordinances and insurance requirements, and Tenant shall first provide to Landlord adequate evidence of insurance; (iv) such remodeling shall be done by contractor(s) and in full conformity with plans and specifications, which shall first require Landlord’s written approval; (v) such remodeling shall be done at such times and in such manner so as not to interfere in any manner with the continued conduct of business in the Shopping Center or with any work being performed by Landlord or any other occupants of the Shopping Center and, without limitation, the Building Tenant shall use every legal effort to prevent work stoppages of any kind attributable to work being performed by or on behalf of the Property, or with Tenant (and shall require provisions in its contracts permitting it to do so); and (vi) such remodeling shall conform in every respect to the suitability “Store Remodeling Regulations” set forth on Exhibit “B” hereto annexed and hereby made a part hereof. In any event, however, all such remodeling shall be completed by Tenant, including construction and installation of all leasehold improvements and equipping the Premises, the Building demised premises with new trade fixtures and all personal property necessary or the Property proper for the conduct operation of Tenant’s business, and the demised premises shall be officially opened for business to the public, not later than the date determined in accordance with the provisions of Section 3.2. of this lease. Section 6.3. As part of Tenant’s said remodeling, Tenant shall install a temporary barricade to be put in front of the demised premises prior to commencing and until Tenant has completed remodeling of the demised premises and is ready to open for business. The exact location and all specifications of said barricade shall be reflected in Tenant’s plans and specifications for its remodeling which as aforesaid shall be subject to Landlord’s prior written approval. Tenant acknowledges agrees to furnish and install a sign or signet indicating that Landlord Tenant is coming to Warwick Mall which will be placed on said barricade. The exact size, type, location and wording of said sign shall have no obligation be subject to alterLandlord’s prior written approval. Section 6.4. Certain details of the construction of the Shopping Center may change, repair including the area, height and number of levels above or otherwise prepare the Premises for Tenant’s occupancy or below grade, but, subject to pay for or construct any improvements to the Premises except as otherwise expressly set forth in other provisions of this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Datelease, the Building and position of the Premises demised premises shall be substantially as shown on Exhibit “A”. Nothing in Exhibit “A” shall be treated as a representation that any or all of the buildings, or any other improvements or facilities, for which provision is made thereon shall be constructed, or that such buildings, etc. will be in material compliance with all Applicable Laws (in each caseor continue to be located, without regard for any precisely within the areas shown on Exhibit “A”, or that such buildings, etc. will be or continue to be of the Finish Workdimensions or shapes (or occupied by any particular retail store) shown, Tenant’s particular use (as opposed it being the intention of Exhibit “A” only generally to the Permitted Useshow diagrammatically, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other rather than to the extent provided in Section 14.6, below; and (c) upon the Commencement Dateprecisely, the Building systems provided by Landlord current status and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession possible development of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowShopping Center as presently contemplated.

Condition of the Premises. Landlord shall deliver the Premises to Tenant acknowledges thatin such condition that the Building shall not encroach upon any property, except street or right-of-way adjacent to the Building, and shall not violate the agreements or conditions contained in any applicable Legal Requirement and any of the Permitted Exceptions, and shall not impair the rights of others under any easement or right-of-way to which the Building is subject. Landlord shall construct and complete the Building and install the Fixtures, any other improvements, fixtures or personal property or other work or matters to be completed pursuant to the Work Letter attached hereto as expressly set forth in Exhibit E that are necessary for (i) the Building to be licensed by the State of Georgia and receive classification as a LTACH for payment for all Medicare discharges under the Prospective Payment System for facilities of this type as provided under 42 CFR § 412.500 et seq. (the “LTACH License”), as such statute requires as of the Effective Date of this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition (ii) Tenant’s satisfaction of the Premisesrequirements imposed by the Georgia Department of Community Health in connection with the issuance of the Certificate of Need for the Premises (the “CON”), (iii) accreditation with the Joint Commission (the “Accreditation”) and (iv) any certificate of occupancy or other local permit or certification required for Tenant to legally and permissibly occupy the Premises (the “CO”). As clarification, the Building or the Property, or with respect to the suitability of the PremisesCON, the Building LTACH License, the Accreditation and any other license(s), approval(s), permit(s), certification(s) or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation accreditation(s) to alter, repair or otherwise prepare commence operations in the Premises for its Permitted Use (other than the CO) shall be applied for by Tenant. Landlord is not responsible for applying for the CON, the LTACH License or the Accreditation or for completing any other license(s), approvals(s), permit(s), certification(s) or accreditation(s) (other than the CO); however, (i) Landlord shall construct and complete the Building in such manner and condition that the Premises will not cause the CON, the LTACH License and the Accreditation to fail, be rejected, or fail to be approved due to Landlord’s failure to construct and complete the Building per the Work Letter attached hereto as Exhibit E and that are necessary as Landlord’s work and responsibility, and (ii) Landlord shall be solely responsible for applying for and obtaining the CO. In no way shall Landlord be responsible for a failure, rejection or denial of approval due to Tenant’s occupancy failure to perform its responsibilities pursuant to the Work Letter attached as Exhibit E hereto or complete “Tenant’s Work” (as defined therein) after Landlord has completed its work, whether occurring prior to pay for or construct any improvements after Substantial Completion. In no matter shall Substantial Completion be achieved if the Premises is not delivered in such condition that Tenant may obtain the CON, the LTACH License and the Accreditation. Prior to the taking of possession, Tenant and Landlord will prepare the Punchlist related to the Premises except as otherwise expressly set forth in this Lease or the manner contemplated in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises E. All Punchlist Items will be in material compliance with all Applicable Laws (in each case, without regard for any completed or corrected at the expense of Landlord if the Finish Work, Punchlist Items are part of Landlord’s Work under the Work Letter attached hereto as Exhibit E. Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession prior to the completion of the Premises Punchlist Items shall conclusively establish that not relieve Landlord from any obligation to complete any of Landlord’s Work to be performed by Landlord under the Premises, terms of the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.Work Letter attached hereto as Exhibit E.

Condition of the Premises. Section 5.1 Tenant acknowledges thatagrees to accept possession of the Premises in its “as is” condition on the Commencement Date, except for latent defects duly noticed to Landlord in accordance with Section 3.1 hereof. Except for the making of any Landlord’s Contribution as expressly set forth in this LeaseArticle 31, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterperform any work, repair supply any materials, incur any expenses or otherwise make any installations in order to prepare the Premises for Tenant’s occupancy occupancy. Section 5.2 Upon the request of Tenant, Landlord, at Tenant’s sole cost and expense, shall execute any applications for any permits, approvals or certificate from any Governmental Authority required to pay for be obtained by Tenant, including any special permits, public assembly permits or construct any improvements changes to the Premises except as otherwise expressly set forth certificate of occupancy for the Building required in this Lease or connection with any Alterations, and shall sign such applications within five (5) Business Days after request by Tenant, provided that (i) the provisions of the applicable Legal Requirements shall require that Landlord join in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything such application, and (ii) such application relates to the contrary contained hereinperformance by Tenant of Alterations in accordance with the terms of this Lease, or is otherwise reasonably acceptable to Landlord. Landlord represents and warrants to shall otherwise cooperate with Tenant in connection therewith, provided that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard Tenant shall reimburse Landlord for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), reasonable out-of-pocket cost or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) expense incurred by Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith (other than in connection with matters for which Landlord is otherwise responsible pursuant to the extent provisions of this Lease), including reasonable attorneys’ fees and disbursements, and provided further that Tenant shall indemnify Landlord, in Section 14.6accordance with Article 29, below; and against any liability in connection therewith (c) upon the Commencement Date, the Building systems provided by other than in connection with matters for which Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject is expressly responsible pursuant to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution provisions of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowLease).

Condition of the Premises. Section 5.1. 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 condition of examined the Premises, the Building or the Property, or with respect and agrees to the suitability accept possession of the PremisesPremises in its “as is” condition on the Commencement Date, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges and further agrees that Landlord shall have no obligation to alterperform any work, repair supply any materials, incur any expenses or otherwise make any installations in order to prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to occupancy. The taking of possession of the Premises except by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Premises were in good and satisfactory condition. Section 5.2. Tenant shall have the right to use, without additional charge, all wires, pipes, ducts and conduit installed by or on behalf of NYCC in the Premises, or between the Premises and the Roof Equipment, or between the Premises and the Building Systems, and all equipment left by NYCC in the Premises. Section 5.3. If requested by Tenant, Landlord, at Tenant’s expense, shall join in any applications for any permits, approvals or certificates from any Governmental Authority required to be obtained by Tenant, and shall sign such applications reasonably promptly after request by Tenant (provided that (i) the provisions of the applicable Law shall require that Landlord join in such application, and (ii) such application is acceptable to Landlord) and shall otherwise expressly set forth cooperate with Tenant in connection therewith, provided that Landlord shall not be obligated to incur any unreimbursed cost or expense, including attorneys’ fees and disbursements, or suffer or incur any liability for which Landlord is not indemnified by Tenant. Section 5.4. Notwithstanding the foregoing, if any Alterations performed by or on behalf of Tenant under this Lease or (the “Primary Work”) result in the necessity for Upgrade Work Letter attached hereto as Exhibit 3.1. Notwithstanding to be performed in the Building, whether or not in the Premises, in order to comply with Law, including any removal or remediation of Hazardous Materials, then notwithstanding anything to the contrary contained herein, Landlord represents Tenant shall be responsible for all cost and warrants expense in connection with such Upgrade Work. “Upgrade Work” shall mean any Repairs or Alterations required to be performed by Law solely as a result of Primary Work performed by Tenant that (a) upon to the Commencement Date, Premises or other areas of the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided permitted hereunder) which Alterations or Repairs would not otherwise be required to be performed in Section 14.6, below; and (c) upon order for the Commencement Date, Premises or any other portion of the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall to be in good working order and conditioncompliance with Law. Subject to Without limiting the foregoing and Landlord’s obligation to repair generality of the foregoing, Upgrade Work shall not include curing existing violations, whether or not of record, or Repairs necessitated by defects in existing construction or other latent defects in discovered as a result of or during the Base Building course of performing any Upgrade Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowor Primary Work.

Condition of the Premises. 2.9.1 Tenant acknowledges shall notify Landlord in writing when Substantial Completion of the Work has been achieved. If Landlord believes that Substantial Completion has not occurred, Landlord shall notify Tenant in writing of its objections within five (5) Business Days after its receipt of the Tenant’s notice described in the preceding sentence. Tenant shall have a reasonable time after its receipt of Landlord’s notice in which to take such action as may be necessary to achieve Substantial Completion of the Work, and shall notify Landlord in writing when such has been achieved. In the event of any dispute as to whether Substantial Completion has occurred, the receipt of a certificate of substantial completion from the design professional administering the Work shall be conclusive that Substantial Completion of the Work has been achieved. If on the Commencement Date, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work and Tenant will promptly complete it. 2.9.2 Except for any Punch List work being performed by Tenant, Landlord warrants to Tenant that the Building shall be in compliance with Governmental Requirements and Access Laws in effect at the Commencement Date. Furthermore, Landlord shall warrant that the Building, restrooms and common areas are (or will be by or before the Commencement Date) fully and reliably functioning and in compliance with the Access Laws and all other applicable building codes. Landlord shall remedy any violation of this warranty, at its sole cost and expense, promptly following receipt of notice. Other than the items covered by the provisions of Exhibit G attached, Landlord shall ensure that all HVAC and other systems serving the Premises and Building, including without limitation the electrical, plumbing, fire suppression, telecommunications and elevator systems, shall be properly and reliably functioning prior to Tenant’s occupancy. Landlord represents that, as of the date of execution of this Lease, it is not aware of any material defects in the Premises or Building, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect disclosed on Exhibit H. Tenant acknowledges that no representations as to the condition of the PremisesPremises have been made by Landlord, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise unless such are expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything other written communications to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Condition of the Premises. Landlord shall deliver the Premises to Tenant acknowledges thatin “As-Is” condition. No representation, except as expressly set forth in express or implied, respecting any matter or thing relating to the Premises, the Property or this LeaseLease (including, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to without limitation, the condition of the Premises, the Building Premises or the Property) have been made to Tenant by Landlord, or with respect other than as may be contained in this Lease. Landlord grants to the suitability of the PremisesTenant (including its agents and contractors) a non-fee, the Building or non-exclusive, non-transferable license to enter upon the Property during the period [8 a.m. to 5 p.m.] or other times after the end and before the start of normal business hours and on weekends or holidays as agreed upon by the Landlord in writing in order that Tenant, at Tenant’s sole cost, risk and expense, may survey, make test borings and carry out related and reasonably necessary exploratory work related to this Project and for no other purpose. Tenant shall not use or permit any person to use said Property in such manner as to constitute a nuisance or to violate any public law, ordinance or regulation from time to time applicable thereto. The license granted hereunder shall include reasonable ingress and egress rights as may be provided by Landlord in its reasonable discretion. Nothing herein shall waive, limit, release, compromise or settle in any way or to any extent whatsoever claims, damages, rights and/or remedies available to or vested in Landlord against Tenant and/or arising from or related to the conduct of Tenant or its officers, employees, agents, volunteers, invitees, consultants, contractors and subcontractors, all such claims, damages, rights and remedies being expressly and entirely reserved by Landlord. Either Landlord or Tenant may terminate this license at any time with or without cause effective upon delivery to the other of a written notice of termination. If any action of the Tenant or its officers, employees, agents, volunteers, invitees, consultants, contractors and subcontractors, in the exercise of this right of entry results in damage to the Property including improvements, the Tenant will, at its option, either repair such damage or make an appropriate settlement with the Landlord. Tenant agrees to make available to Landlord all data, reports and information resulting from the Tenant’s businesssurvey and exploration hereunder. Tenant acknowledges that Landlord shall have no obligation to altercause any consultant, repair contractor, subcontractor or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and person having responsibility for work on the Property were at such time under the license granted hereunder to maintain in goodfull force and effect insurance as required under Article 14, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowInsurance.

Condition of the Premises. Prior to the commencement of any Improvements (as defined herein”), the Tenant acknowledges thatmay, at its sole cost and expense, undertake a complete environmental assessment to determine whether there is any evidence of an adverse environmental condition due to use, production, storage or release of hazardous materials (as defined in Section 12 below) in, on or around the premises. If any such adverse environmental condition is found to exist, Tenant has the option of either undertaking a complete remediation of the site as may be required by any federal, state, county or municipal agency, at Tenant’s sole cost and expense or terminating this lease. Should the Tenant elect to terminate this lease, the Tenant shall be required to transfer and assign all its rights and interests in any and all permits, licenses or approvals Tenant has pending or it has been issued through the date of the termination and the Tenant shall, without cost to Landlord, promptly execute and deliver any documents, including but not limited to plans, surveys and reproducible drawings, which may be necessary to obtain or maintain said permits, licenses and approvals. The commencement by the Tenant of the construction of the Improvements as defined herein constitutes an acknowledgement by the Tenant that it has undertaken a full and complete examination of the Premises, including, without limitation, any encumbrances, subsurface conditions, existing structures thereon, if any, the presence of any asbestos or other Hazardous Materials (as defined in Section 12 below) located on, in or under the Premises and accepts the same in the same condition in which they or any part thereof now are, and except as otherwise expressly set forth provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect waives all rights to object to the condition of the Premisesthereof and assumes all risks in connection therewith, the Building or the Property, or with respect subject to the suitability provisions of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, 12 below.

Condition of the Premises. Tenant acknowledges thathas inspected the Premises and agrees: (a) to accept possession of the Premises in the condition existing on the Commencement Date “as is”, and (b) except as expressly set forth for Landlord’s Contribution and except for Landlord’s Work and the Stairwell Work described in this LeaseExhibit C attached hereto, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterperform any work, repair supply any materials, incur any expense or otherwise make any alterations or improvements to prepare the Premises for Tenant’s occupancy. Tenant’s occupancy or to pay for or construct of any improvements to part of the Premises except shall be conclusive evidence, as otherwise expressly set forth in against Tenant, that Landlord has Substantially Completed any work to be performed by Landlord under this Lease or (subject to Punch-List Items), Tenant has accepted possession of the Premises in its then current condition and at the Work Letter attached hereto time such possession was taken, the Premises and the Building were in a good and satisfactory condition as Exhibit 3.1required by this Lease. Notwithstanding anything the foregoing, Landlord shall make commercially reasonable efforts to obtain a customary one (1) year warranty on Landlord’s Work from the contrary contained herein, general contractor performing Landlord’s Work. Landlord shall enforce such warranty in a commercially reasonable manner on Tenant’s behalf. Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the and Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than Systems to the extent provided in Section 14.6the same serve the Premises, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be are in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking condition upon delivery of possession of the Premises shall conclusively establish that to Tenant and are, to Landlord’s actual knowledge, in compliance with applicable Requirements to the extent non-compliance would materially adversely affect Tenant’s ability to operate its business in the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing . Nothing in this sentence relieves Landlord of its Article 4 shall be deemed to limit Landlord’s repair and maintenance obligations pursuant to set forth in Section 8.1, 6.1 below.

Condition of the Premises. (a) Tenant acknowledges thatshall accept the Initial Premises on the Commencement Date in its then “as is” condition, except as expressly set forth in this LeaseSection 14.10(d) and subject to (i) the full completion after the Commencement Date (as distinguished from the Substantial Completion) of Landlord’s Work, neither (ii) the repair of any latent defects pursuant to Section 2.03(b) and (iii) the performance of Landlord’s ongoing repair obligations pursuant to Section 16.02. Furthermore, Landlord nor shall not be required to (x) perform any agent of Landlord has made work or render any representation or warranty with respect services to the condition of the Premises, make the Building or the PropertyInitial Premises ready or suitable for Tenant’s initial occupancy, except as otherwise expressly provided in this Lease and subject to the full completion after the Commencement Date (as distinguished from the Substantial Completion) of Landlord’s Work, (y) contribute to the cost of any such work or services, except for the Work Allowance, and (z) provide any abatement of Base Rent or Additional Rent other than in respect of the First Rent Abatement Period in accordance with the provisions of Section 3.01(c) and the Second Rent Abatement Period and the Third Rent Abatement Period in accordance with the provisions of Section 3.01(d). (b) Landlord shall (i) perform and complete Landlord’s Work in a good and workmanlike manner using first quality materials and in compliance with applicable Legal Requirements, (ii) perform and complete Landlord’s Work at Landlord’s sole cost and expense, (iii) tender delivery of possession of the Initial Premises to Tenant in broom-clean condition and free of all tenancies and other rights of occupancy and (iv) repair any latent defects with respect to Landlord’s Work; provided, however, that, notwithstanding anything herein to the suitability contrary, Tenant notifies Landlord of any such latent defects no later than 18 months after the Commencement Date (except that (x) latent defects shall not include items excluded from Landlord’s demolition obligation as set forth in Paragraph 1 of Exhibit H, and (y) Tenant may give notice to Landlord of any latent defects with respect to any HVAC units installed as part of Landlord’s Work at any time during which the same are covered by an applicable warranty). Tenant shall permit Landlord to enter the Premises for the purpose of (A) completing any applicable Punch List Items with respect to Landlord’s Work set forth in the schedule of Punch List Items prepared by Tenant pursuant to Section 2.04(c) (and Landlord shall complete any such Punch List Items in a prompt and timely manner) and (B) repairing any such latent defects. Landlord shall use commercially reasonable efforts to minimize any interference with the conduct of the PremisesInitial Tenant Work and, the Building or the Property for if applicable, with the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterbusiness at the Premises, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct while performing any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1such work. Notwithstanding anything the foregoing, in no event shall Landlord be obligated to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for complete any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), such work on an overtime or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing premium pay basis and Landlord’s obligation performance of any such work shall not be deemed a constructive eviction of Tenant or entitle Tenant to repair latent defects in the any diminution or abatement of Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of Rent or Additional Rent payable by Tenant under this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowLease.

Condition of the Premises. Tenant acknowledges that, except Except as expressly set forth herein, Tenant shall accept the Premises on the Substantial Completion Date in this Leaseits “AS-IS” condition, neither subject to all applicable laws, ordinances, regulations, covenants and restrictions, and Landlord nor shall have no obligation to perform or pay for any agent of repair or other work therein. Landlord has made any no representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect as to the suitability of the Premises, the Building or the Property Premises for the conduct of Tenant’s business. , and Tenant acknowledges waives any implied warranty that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises are suitable for Tenant’s occupancy or to pay for or construct any improvements to the Premises except intended purposes. TENANT ACKNOWLEDGES THAT (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION, (2) THE BUILDING AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD AND (5) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as otherwise may expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained be provided herein, in no event shall Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard have any obligation for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and Premises or any limitation on its use. The taking of possession of the Premises shall conclusively establish be conclusive evidence that Tenant accepts the Premises and that the Premises, Premises were in good condition at the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowpossession was taken.

Condition of the Premises. As of the Effective Date, Landlord is causing construction of the core and shell of the Building and Garage. Attached hereto as Exhibit G and incorporated herein by reference is a list of the drawings and specifications for the design and construction of the Building (collectively the "Development Specifications"). The Development Specifications have previously been made available to Tenant acknowledges thatfor its review. Landlord, except as expressly set forth at its sole cost and expense, shall complete construction of the Building: (a) in this Leasesubstantial accordance with the Development Specifications; and (b) in a good workmanlike manner, neither Landlord nor any agent to a general standard of Landlord has made any representation construction equal to or warranty with respect to greater than that of other Comparable Buildings. At the condition time of Landlord's tender of possession of the Premises, those portions of the Base Building Work, as more particularly described on Exhibit H, which are necessary to be completed for the orderly and effective construction of the Initial Installations shall be Substantially Complete. Subject to the foregoing, Tenant shall: (a) accept possession of the Premises in its then "As-Is" condition, and (b) except for Landlord's Contribution, 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. Tenant's occupancy of any part of the Premises shall be conclusive evidence, as against Tenant, that Landlord has Substantially Completed the Base Building Work, Tenant has accepted possession of the Premises in its then current condition and at the time such possession was taken, the Premises and the Building or were in a good and satisfactory condition as required by this Lease except for latent defects in the Property, or with respect Base Building Work not visually discoverable by Tenant upon a reasonably diligent inspection and subject to the suitability completion by Landlord of the Premisesany "punch list" items or similar corrective work; provided, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges however, that Landlord shall have no obligation to alter, repair or otherwise prepare correct latent defects not reported to Landlord in writing within 12 months of the acceptance of the Premises by Tenant. Landlord, at Landlord's sole cost and expense and not as a deduction or offset from the amount of Landlord's Contribution or as part of Operating Expenses, shall be responsible for Tenant’s occupancy or to pay for or construct any improvements to the Premises except ensuring that, as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon of the Commencement Date, the Base Building Work (including the roof and the Premises will be all Building Systems) is in material good working condition and repair, free from any known code violations and in compliance with all Applicable Laws Requirements. In addition, in accordance with the terms and provisions of Section 6.1 below, Landlord shall be responsible for the correction of any latent or patent defects in the Landlord Repair Areas (in each case, without regard for as hereinafter defined) at any time during this Term of the Finish WorkLease or any extension thereof. Landlord agrees to exercise commercially reasonable efforts to enforce any and all construction, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building design and materials warranties obtained by Landlord with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution ("Construction Warranties"). No provision of this Lease and taking of possession of the Premises Article 4 shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its diminish Landlord's obligations pursuant to under Section 8.1, 6.1 below.

Condition of the Premises. Landlord shall not be obligated to provide any improvement work or services related to the Expansion Premises and Tenant acknowledges thatshall accept the Expansion Premises in their presently existing, except "as expressly set forth is" condition. Notwithstanding the foregoing, as of the commencement of Tenant's lease of each of the Suites contained in this Leasethe Expansion Premises, neither Landlord nor any agent hereby agrees to grant to Tenant an improvement allowance (the "Tenant Improvement Allowance") for the construction of Landlord has made any representation or warranty improvements in such Expansion Premises by Tenant, in the following amounts: (i) with respect to the condition of the PremisesSuite 110 and 120, the Building or the Property$4.00 per usable square foot contained in such Suites, or and (ii) with respect to Suite 100 and 190, $2.50 per usable square foot contained in such Suites. Landlord shall disburse the suitability Tenant Improvement Allowance to Tenant in accordance with Landlord's disbursement procedure, which procedure includes the requirement that Tenant deliver to Landlord, within thirty (30) days after completion of the Premisesapplicable improvements, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Dateinvoices and full and final lien releases, the Building and the Premises will be in material compliance with all Applicable Laws (in each caseas applicable, without regard for from any of the Finish Workcontractors or sub-contractors requesting payment, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power a copy of applicable building permits and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to certificates of occupancy or its legal equivalent allowing occupancy of the extent provided in Section 14.6applicable space, below; and (c) upon "as-built" drawings showing the Commencement Dateimprovements constructed (collectively, the Building systems provided by "Disbursement Procedure"). In no event shall Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s have any obligation to repair latent defects disburse any amounts in excess of the Tenant Improvement Allowance in connection with any improvements in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1Expansion Premises, Tenant’s execution of this Lease and taking of possession or to disburse any portion of the Tenant Improvement Allowance for any purpose other than the construction of improvements in the Expansion Premises. Tenant shall construct any improvements in the Expansion Premises shall conclusively establish that in accordance with the Premises, terms of Article 8 of the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowOffice Lease.

Condition of the Premises. Tenant acknowledges that7.1 LANDLORD’S WORK (a) Within a reasonable period of time prior to the vacating of the Premises by the existing tenant, which is estimated to be September 30, 2017, Landlord shall apply to the appropriate governmental authorities for any building and other permits which may be required in connection with the improvements to be constructed by Landlord as set forth on Exhibit D attached hereto and made a part hereof (“Landlord’s Work”). (a) Promptly after the issuance of any required building or other permit referred to in subsection (a), and following the vacating of the Premises by the existing tenant, Landlord shall commence to perform Landlord’s Work, using new materials, and in a good and workmanlike manner, and Landlord shall diligently prosecute Landlord’s Work to completion. Landlord’s Work shall be “Substantially Complete” when Landlord’s Work has been completed (including but not limited to: (i) full demolition and removal of cubicles and wrap-around desks inside cubicles up to but not including the reception wall divider; (ii) full demolition and removal of cubby hole room and doorway up to but not including the conference room wall with glass panes; (iii) replacement and finishing of carpet; and (iv) cleaning of Premises), except as expressly set forth in this Leasefor so-called punch list items, neither which do not unreasonably interfere with Tenant’s use of the Premises, and which shall be completed by Landlord nor any agent within thirty (30) days thereafter. Landlord’s Work shall be Substantially Complete on or before November 1, 2017. Upon Landlord’s substantial completion of Landlord’s Work, Landlord has made any representation or warranty with respect to and Tenant shall arrange for an inspection of the Premises, and the condition of the Premises, at a mutually acceptable time. At such inspection, the Building or Tenant shall identify any Punch List Items for Landlord’s completion. Landlord’s Work shall be at Landlord’s cost and expense. (b) Except for the Propertyperformance of Landlord’s Work, or with respect to the suitability and except as otherwise specifically provided for in this Lease, Tenant shall accept possession of the PremisesLeased Premises in its “as is” condition, the Building without any representations or the Property for the conduct warranties from Landlord. (c) Delivery of TenantPossession shall be deemed to have occurred when Landlord’s business. Tenant acknowledges that Work shall have been Substantially Completed Landlord’s Work shall be “Substantially Complete”, when Landlord’s Work has been completed, and Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of tendered possession of the Leased Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowTenant.

Condition of the Premises. (a) The Building One Premises shall be delivered to and accepted by Tenant acknowledges thatin their present "as-is" condition, except as expressly set forth in this Leasethat Landlord during the first six (6) months of the Extended Lease Term shall cause certain alterations, neither Landlord nor any agent of Landlord has renovations and modifications to be made any representation or warranty with respect to the condition of the Premises, tenant improvements in the Building or the Property, or One Premises in accordance with respect to the suitability of the Premises, (i) a space plan for the Building or One Premises to be prepared by Greexxxxx Xxxxx Xxxhitects (the Property for the conduct of "Space Plan"), which Space Plan shall be subject to Landlord's and Tenant’s business. Tenant acknowledges that Landlord 's prior written review and once approved shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter be attached hereto as Exhibit 3.1. Notwithstanding anything 2 and made a part hereof, and (ii) the construction drawings and specifications which shall be based on the Space Plan and which shall be prepared by Greexxxxx Xxxxx Xxxhitects and shall be subject to the contrary contained hereinprior written approval of Landlord and Tenant (the Space Plan and the construction drawings and specifications are referred to collectively herein as the "Space Plan and Construction Drawings"). (b) All alterations, Landlord represents renovations, modifications and warrants improvements which are to Tenant that (a) upon the Commencement Date, be made to the Building One Premises pursuant to this Paragraph 6 shall be done in accordance with the Space Plan and Construction Drawings, (ii) shall be subject to the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any provisions of this Paragraph 6 and Article IX and Article XIII of the Finish WorkLease and (iii) shall be made at Tenant's sole cost, Tenant’s particular use and expense; provided, however, that Landlord agrees to provide Tenant with an improvement allowance (as opposed the "Tenant Improvement Allowance") in an amount equal to the Permitted Use, generally), or product (x) of Eighteen Dollars ($18.00) multiplied by (y) the obligations number of any other tenants square feet of Net Rentable Area in the Building with respect One Premises. The Tenant Improvement Allowance shall be applied, as hereinafter set forth, to their tenant improvements); (b) Landlord has full power all "hard" and authority to enter into this Lease and has obtained all consents and taken all actions necessary "soft" costs incurred in connection therewith other than to with the extent provided design, modification, alteration, renovation, construction and installation of the tenant improvements in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord One Premises, including, without limitation, any and serving all architectural, engineering and consulting fees and cabling and wiring fees in connection therewith. In the Premises including electricalevent the entire Tenant Improvement Allowance is not fully utilized during the first six (6) months of the Extended Lease Term in connection with designing, HVACrenovating, plumbing altering and other utility systems upgrading the tenant improvements in the Building One Premises, such unused portion of the Tenant Improvement Allowance shall be in good working order applied against the seventh and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.any

Condition of the Premises. Tenant acknowledges thatA. Subject to “punch lists” heretofore referred to and subject to latent defects, 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 condition by taking possession of the Premises, Tenant shall be deemed to have agreed that the Building or Premises were as of the Propertydate of taking possession, or with respect in good order, repair and condition. Notwithstanding the foregoing, Landlord’s liability to Tenant regarding latent defects shall be limited to the suitability repair and/or replacement, as the case may be, of the Premisesdefective materials and workmanship and, the Building in no event, shall Landlord be liable for special or the Property for the conduct of Tenant’s businessconsequential damages. Tenant acknowledges that Landlord shall have no obligation with respect to latent defects (which shall mean defects that are not reasonably discoverable by Tenant upon a reasonable inspection of the Premises) in the Premises unless Tenant gives Landlord written notice of defective materials or workmanship prior to the date which is two (2) years after the Commencement Date. No promises of Landlord to alter, repair remodel, decorate, clean or otherwise prepare improve the Premises and no representation or warranty, express or implied, respecting the condition of the Premises has been made by Landlord to Tenant, unless the same is contained herein or made a part hereof. Tenant hereby waives all claims against the Master Lessor, the Community, the Secretary and the United States arising from the condition of the Premises and agrees to hold the Master Lessor, the Community and the United States free and harmless from liability for any loss, damage or injury arising from the use of the Premises by Tenant’s occupancy , together with all costs and expenses in connection therewith, except if caused by the negligent or willful misconduct of the Master Lessor, the Community, the Secretary or the United States. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. B. The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to pay for time (collectively referred to herein as the “ADA”) establish requirements under Title III of the ADA (“Title III”) pertaining to business operations, accessibility and barrier removal, and that such requirements may be unclear and may or construct any improvements may not apply to the Premises except depending on, among other things: (1) whether Tenant’s business operations are deemed a “place of public accommodation” or a “commercial facility,” (2) whether compliance with such requirements is “readily achievable” or “technically infeasible,” and (3) whether a given alteration affects a “primary function area” or triggers so-called “path of travel” requirements. Landlord represents that the Premises as otherwise expressly set forth in this Lease or of the date of construction and the tenant improvements installed in the Work Letter attached hereto Premises by Landlord as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon of the Commencement Date, comply with Title III and shall continue to comply with those requirements throughout the Building term of this Lease, as it may be extended, except as provided in the next sentence. Tenant shall be responsible for all Title III compliance and costs in connection with the Premises will (including structural work, if any, and including leasehold improvements or other work to be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants performed in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary Premises under or in connection therewith other than with this Lease) to the extent provided in Section 14.6that same arises out of matters specific to Tenant’s Permitted Use of the Premises, below; including Tenant’s operation (if applicable) of the Lab, Deli, Workout Facilities, Meeting Rooms and (c) other specialty areas, and/or resulting from alterations, improvements and/or additions to the Premises made by Tenant. C. Tenant acknowledges the particular relevance and applicability of Federal and Community laws pertaining to the protection and preservation of historic and archeological resources on Indian lands, which are widespread throughout the Community. Such laws include, without limitation, the Historic Preservation Act of 1966, the Archeological Resources Protection Act of 1979, the Native American Gxxxxx Protection and Repatriation Act of 1991, and the Community’s Antiquities Ordinance of 1986, Code § 19-1 et seq. Tenant agrees to strict compliance with such laws for purposes of Tenant’s Permitted Use of the Premises and alterations made to the Premises by Tenant and further agrees, during the Lease Term, to notify the Community’s department responsible for cultural and environmental resources immediately upon the Commencement Date, discovery or reasonable suspicion of the Building systems provided by Landlord and serving presence of archeological resources within the Premises. If during the construction of the Premises including electricalLandlord learns of the presence of historic or archeological resources, HVACLandlord shall promptly notify Tenant of that discovery. If the discovery has a reasonable chance, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation reasonable opinion, of delaying the Commencement Date by more than nine (9) months, Tenant may elect to repair latent defects in the Base Building Work as expressly provided in exercise its termination rights under Section 1.1 of Exhibit 3.1, Tenant’s execution 3.A(iii) of this Lease and taking at that time unless Landlord can provide reasonable assurances to Tenant of possession its ability to complete the construction within nine (9) months of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowCommencement Date (as adjusted for change orders).

Condition of the 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 condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws applicable laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1foregoing, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Condition of the Premises. (1) Upon Landlord's determination and written notice to Tenant acknowledges thatthat the Improvements are substantially complete, except Tenant will conduct a walkthrough inspection of the Premises with Landlord and prepare a punchlist of items needing additional work by Landlord. Other than the items specified in the punchlist and Latent Defects (as expressly set forth in this Leasedefined below), neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition by taking possession of the Premises, Tenant will be deemed to have accepted the Building Premises in their condition on the date of delivery of possession and to have acknowledged that Landlord has installed the Improvements as required by this Agreement and that there are no items needing additional work or repair. The punchlist will not include any damage to the PropertyPremises caused by Tenant's move-in or early access, if permitted. Damage caused by Tenant will be repaired or with respect corrected by Landlord at Tenant's expense. Tenant acknowledges that neither Landlord nor its agents or employees have made any representations or warranties as to the suitability or fitness of the Premises, the Building or the Property Premises for the conduct of Tenant’s business. Tenant acknowledges that 's business or for any other purpose, nor has Landlord shall have no obligation or its agents or employees agreed to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for undertake any alterations or construct any improvements to the Premises except as otherwise expressly provided in the Lease and this Agreement. If Tenant fails to submit a punchlist to Landlord within three (3) business days following Tenant's receipt of notice from Landlord that the Improvements are substantially complete, it will be deemed that there are no items needing additional work or repair. Landlord's contractor will complete all reasonable punch-list items within 30 days after the walk-through inspection or as soon as practicable after such walk-through. (2) A "Latent Defect" is a defect in the condition of the Premises, caused by Landlord's failure to construct the Improvements in a good and workmanlike manner and in accordance with the Working Drawings, which would not ordinarily be observed during a walk- through inspection. If Tenant (3) No approval by Landlord's architect or engineer of any drawings, plans, or specifications which are prepared in connection with construction of the Improvements in the Premises will constitute a representation or warranty by Landlord as to the adequacy or sufficiency of such drawings, plans, or specifications, or the Improvements to which they relate, for any use, purpose, or condition, but such approval will merely be the consent of Landlord to the construction or installation of the Improvements in the Premises according to such drawings, plans, or specifications. EXECUTED to be effective as of the date of the Amendment to which this Agreement is attached. LANDLORD: SFP REALTY, LTD., L.L.P. A COLORADO LIMITED LIABILITY PARTNERSHIP By: /s/ Xxx Xxxxx -------------------- Xxx Xxxxx, Managing General Partner TENANT: COLORADO BUSINESS BANK OF BOULDER, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx ------------------------- Xxxxxxx Xxxxxx Its: President ------------------------ President EXHIBIT F TENANT'S PROPERTY, REMOVAL AT END OF LEASE TERM 1. The following equipment and provisions may be added to the Premises at Tenant's sole cost and expense and may be removed at the end of this Lease pursuant to the terms and conditions set forth for removal contained in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that Lease: (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); a vault; (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and an ATM machine; (c) upon the Commencement Datea teller station(s) (d) together with all other non-fixture items, the Building systems provided paid for, installed or supplied by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Condition of the Premises. (a) Subject to Section 1.05, Tenant acknowledges that, except as expressly may immediately occupy the Buildings set forth in Paragraph 1 of Exhibit C attached to this Lease. Landlord will, at Lxxxxxxx’s cost and sole discretion, complete certain work at the Premises in accordance with Paragraphs 2 and 3 of Exhibit C prior to the time the Tenant may occupy the remaining Buildings (collectively “Landlord’s Work”). Except as set forth in Exhibit C and this Lease, neither Landlord nor shall not be obligated or required to do any agent of Landlord has made any representation additional modification or warranty with respect maintenance to the condition Premises during the Term of this Lease. Except as provided for herein, Landlord shall not be responsible for any delays in completing Landlord’s Work and Tenant hereby releases Landlord from any Losses resulting from such delays including direct, indirect, punitive, consequential, special or incidental damages. Prior to the Commencement Date, upon prior written approval of Landlord, such consent not to be unreasonably withheld, delayed or conditioned, Tenant may access certain areas of the PremisesPremises to begin staging, prepping and planning activities related to Tenant’s Use. (b) In the Building event Landlord is delayed or the Propertyunable to complete Landlord’s Work in accordance with Article 3.01(a), or with respect and Exhibit C prior to the suitability end of the PremisesFirst Rent Period, Tenant shall continue paying Fixed Rent at the Building Initial Rent rate until such time as Landlord’s Work is complete. 3.02. In accordance with Article 12, all installations, facilities, materials and work which may be undertaken by or the Property for the conduct account of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterprepare, repair or otherwise prepare equip, decorate and furnish the Premises for Tenant’s occupancy or and Use, shall be completed by Tenant at Tenant’s expense (“Tenant’s Work”). Tenant may complete Tenant’s Work, at Txxxxx’s sole cost and expense; however, Txxxxx’s Work must be coordinated in advance and approved by Landlord in writing. Tenant will submit written plans and specifications thirty (30) days in advance of such activity to pay Landlord. Such notice will contain sufficient detail of Txxxxx’s Work. Tenant will be responsible for or construct any improvements all permits and approvals related to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1Tenant’s Work. Notwithstanding anything the above, Txxxxx’s Work described on Exhibit D is hereby approved. This Lease is contingent on Tenant obtaining, at its own cost and expense, all permits, licenses and consents necessary for its Use of the Premises. Provided it is at no cost or expense to the contrary contained hereinLandlord, Landlord represents shall assist Tenant in obtaining all required permits, licenses and warrants consents by providing information, documents and assistance as necessary in order for Tenant to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, obtain such permits. It is Tenant’s particular use (as opposed responsibility to determine what permits are necessary for its Use and operations at the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowsite.

Condition of the Premises. Tenant acknowledges thatagrees that it has accepted, except and will continue to accept the Premises in its “as expressly set forth in this Leaseis, neither Landlord nor where is, with all faults” condition, and without any agent express or implied representations or warranties of any kind (including, without limitation, any warranties of merchantability, fitness or habitability). No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises (or to provide Tenant with any credit or allowance for the same) has been made any by or on behalf of Landlord or relied upon by Tenant, and no representation or warranty with respect to regarding the condition of the Premises, the Building Premises or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy proposed use thereof have been made by or on behalf of Landlord or relied upon by Tenant. Notwithstanding the foregoing, Landlord shall provide Tenant with an improvement allowance of up to pay $259,675.00 ($5/RSF) (the “TI Allowance”) for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing however, up to $103,870.00 ($2/RSF) of the TI Allowance may be used to offset base Rent. If not used prior to April 1, 2012, Tenant shall have no further right to the TI Allowance. The TI Allowance may be used by Tenant for expenses incurred after February 1, 2011 relating to any Landlord-approved Tenant improvement project. Tenant may apply the TI Allowance to construction costs, architectural fees, design, engineering and consulting fees, moving expenses, equipment, trade fixtures, wiring/cabling and/or signage. Tenant shall present Landlord with invoices, evidence of payment, lien waivers and other customary documentation and after satisfactory review thereof Landlord will reimburse Tenant the expended portion of the TI Allowance. Landlord shall not charge Tenant any overhead or contractor supervision fees in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowconnection with a Landlord-approved Tenant improvement project.

Condition of the Premises. Tenant acknowledges that, except 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 condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly specifically set forth in this Lease or and in the Tenant Work Letter attached hereto as Exhibit 3.1C and incorporated herein by this reference, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Xxxxxx also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises or the Project except as specifically set forth in this Lease and the Tenant Work Letter. Notwithstanding the foregoing, Landlord shall, as part of the initial Tenant Improvements consistent with the T.I. Construction Drawings, deliver the Premises to Tenant with the electrical, plumbing, fire sprinkler systems and electrical and water meters (or at Landlord’s election electrical and/or water submeters) in good working order. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants good working order of the electrical system shall mean that such system shall supply 1800 amps to Tenant that (a) the Premises, at 277/480 volt, three phase power, in addition to electrical capacity required for the base building equipment. If, upon the Commencement Date, the Building and Xxxxxxxx’s delivery of the Premises will be in material compliance with all Applicable Laws (in each caseto Tenant, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building such systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be are not in good working order and condition. Subject to the foregoing and Tenant notifies Landlord within six (6) months of Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession delivery of the Premises that such systems and/or the roof are not in good working order and watertight condition, Landlord shall, at Landlord’s sole cost and expense (and not as a Direct Expense reimbursable by Xxxxxx) and as Xxxxxx’s sole remedy therefor, put such systems in good working order. Additionally, if a qualified and licensed contractor reasonably approved in advance by Landlord determines as a result of an inspection or survey (a copy of which shall conclusively establish be provided by Tenant to Landlord), during the six- (6) month period following the delivery of the Premises that the Premises, any of the Systems and Equipment (as defined in Section 4.2.6) of the Building for which Landlord is responsible for repairing and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing maintaining as set forth in this sentence relieves Lease do not have a remaining useful life in excess of the initial Lease Term, then such components of the Building shall be replaced upon the expiration of their useful life at Landlord’s sole cost and expense and not as a Direct Expense (“Landlord of its obligations pursuant to Section 8.1, belowReplacement Items”).

Condition of the Premises. A. Subject to "punch lists" heretofore referred to by taking possession of the Premises, Tenant acknowledges thatshall be deemed to have agreed that the Premises were as of the date of taking possession, except as expressly set forth in this Leasegood order, neither repair and condition. No promises of the Landlord nor any agent of Landlord has made any to alter, remodel, decorate, clean or improve the Premises or the Building and no representation or warranty with respect to expressed or implied, respecting the condition of the PremisesPremises or the Building has been made by the Landlord to Tenant, unless the same is contained herein or made a part hereof. B. Tenant shall, at its own expense, keep the Premises in good repair and tenantable condition, and shall promptly and adequately repair all damages to the Premises under the supervision and with the approval of Landlord and within a reasonable period of time as specified by Landlord, loss by ordinary wear and tear, fire and other casualty excepted. If Tenant does not do so promptly and adequately, Landlord may, but need not, make such repairs and Tenant shall reimburse Landlord therefor on demand. C. The parties acknowledge that Landlord has furnished hurricane shutters and related installation equipment, including mounting screws (collectively, the Building or the Property, or with respect "Shutters") for attachment to the suitability of building, as required by law, but that it is undesirable for such Shutters to be installed to cover the outer doors and windows at the Premises, unless and until a hurricane or similar natural condition threatens for which the Building use of such Shutters would be desired, advised, or required. Landlord shall use reasonable efforts to install and remove the Property Shutters at such time or times when such installation may be required by law or deemed advisable by Landlord, but Landlord cannot and does not grant any assurance to Tenant that the Shutters will be installed or removed when needed (due to, among other things, the limited mount of time and general chaos preceding the need) so Tenant shall remain free to install and remove the Shutters when such installation or removal may be required by law or desired by Tenant. Accordingly, Tenant hereby releases Landlord from any duty to make such installations or removals at any time or times and for any loss or damage (including, but not limited to, the conduct Premises) as may arise from any failure to make such installations or removals. If Tenant installs or removes the Shutters, then Tenant assumes responsibility for any loss or damage to the Shutters as a consequence of Tenant’s business. Tenant acknowledges 's installation or removal thereof from time to time. D. The parties acknowledge that Landlord shall have no obligation the Americans With Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to altertime (collectively referred to herein as the "ADA") establish requirements under Title III of the ADA ("Title III") pertaining to business operations, repair accessibility and barrier removal, and that such requirements may be unclear and may or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements may not apply to the Premises except and the Building depending on, among other things: (1) whether Tenant's business operations are deemed a "place of public accommodation" or a "commercial facility," (2) whether compliance with such requirements is "readily achievable" or "technically infeasible," and (3) whether a given alteration affects a "primary function area" or triggers so-called "path of travel" requirements. Landlord represents that the Building, and any tenant improvements installed by Landlord at the Premises in accordance with this Lease, comply with Title III as otherwise expressly set forth of the date of the Commencement Date. Tenant shall be responsible for all Title III compliance and costs in this Lease connection with the Premises (including structural work, if any, and including leasehold improvements or other work to be performed in the Premises under or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything connection with this Lease) to the contrary contained herein, Landlord represents and warrants to Tenant that extent arising out of (ai) upon compliance with new requirements under Title III required after the Commencement Date, the Building and (ii) matters specific to Tenant's activities or operations, or (iii) alterations to the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, made by Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Condition of the Premises. Tenant acknowledges that, (a) Subtenant agrees that (i) except as expressly specifically set forth in this LeaseSublease, neither Landlord nor any agent of Landlord Sublandlord has made no other representations or warranties of any representation kind or warranty with respect nature whatsoever respecting the Premises or the alterations, additions and improvements, title to which is held by Sublandlord under Section 11.2 of the condition of Master Lease (the “Sublandlord Owned Property”) located in or serving the Premises, or their condition or suitability for Subtenant’s use; and (ii) Subtenant agrees to accept the Building Premises and Sublandlord Owned Property located in or serving the PropertyPremises “as is, or where is,” with respect all faults, without any obligation on the part of Sublandlord to the suitability of the Premisesmodify, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair improve or otherwise prepare the Premises for TenantSubtenant’s occupancy or to pay for or construct any improvements to the Premises occupancy, except as otherwise expressly set forth provided in this Lease or in the Work Letter Exhibit C attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that hereto. (ab) upon No later than sixty (60) days after the Commencement Date, Sublandlord shall at its sole cost and expense obtain and deliver to Master Landlord and to Subtenant an environmental study, performed by an expert reasonably satisfactory to Master Landlord and Subtenant, evaluating the Building presence or absence of hazardous substances and wastes, radiation and radioactive materials on and about the Premises will Property (as defined in the Master Lease) (the “Environmental Study”). Such study shall be in material compliance with all Applicable Laws (in each casebased on a reasonable and prudent level of tests and investigations of the Property and shall be intended to satisfy, without regard on an interim basis, Sublandlord’s obligations under Section 13(b)(xi) of the Master Lease. Liability for any remedial actions required or recommended on the basis of such study shall be allocated between Master Landlord and Sublandlord in accordance with the Master Lease. Within thirty (30) days of the Finish Workdate of the aforementioned report, Tenant’s particular use (as opposed Sublandlord shall commence, and thereafter shall diligently pursue to completion, all actions required under the Permitted Use, generally), or the obligations of any other tenants in the Building Master Lease with respect to their tenant improvements)hazardous substances and wastes, radiation and radioactive materials on and about the Property, and Subtenant shall have no liability whatsoever in connection therewith; (b) Landlord provided Subtenant shall reasonably cooperate with Sublandlord in the performance of Sublandlord’s obligations in this regard. Sublandlord hereby certifies that Sublandlord has full power taken all commercially reasonable steps necessary to decommission the areas of the Premises that contain levels of radiation higher than permitted pursuant to applicable environmental laws, and authority to enter into this has complied with the Master Lease and has obtained all consents and taken all actions necessary applicable laws with respect to any portion of the Building used in connection therewith other than with hazardous substances and/or hazardous waste, as such terms are used in the Master Lease (the “Decommissioning” work). At the termination or expiration of this Sublease, Subtenant shall be responsible, at its sole cost and expense, for the obligations arising under the Section 13 of the Master Lease, including Section 13.6(b)(xi) thereof only with respect to hazardous substances caused to be present in the Premises by Subtenant or its agents, and Subtenant does hereby agree to indemnify and hold harmless Sublandlord from any and all costs, claims, and liabilities arising from or attributable to such obligations, and such obligation to indemnify and hold harmless shall survive the expiration or earlier termination of this Sublease. Throughout the term of this Sublease and at the termination or expiration of this Sublease, Sublandlord shall remain responsible, at its sole cost and expense, for the obligations arising under the Section 13 of the Master Lease, including Section 13.6(b)(xi) thereof arising out of or in connection with any Sublandlord Hazardous Substances, and Sublandlord does hereby agree to indemnify and hold harmless Subtenant from any and all costs, claims, and liabilities arising from or attributable to such obligations, and such obligation to indemnify and hold harmless shall survive the expiration or earlier termination of this Sublease. As used herein, the term “Sublandlord Hazardous Substances” shall mean any and all hazardous substances located within the Premises to the extent provided in Section 14.6, below; and (cI) upon the Commencement Date, the Building systems provided by Landlord and serving such hazardous substances are identified as being present within the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to by the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work Environmental Study as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish date thereof or (II) Subtenant can reasonably demonstrate that the Premises, the Building and the Property were at presence of such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowhazardous substances was caused by Sublandlord.

Condition of the Premises. Notwithstanding anything in the Lease to the contrary, Landlord has heretofore delivered the Existing Premises to Tenant, and Tenant acknowledges that, except as expressly set forth in this has accepted the Existing Premises pursuant to the terms of the Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that and Landlord shall have no obligation whatsoever to alter, repair refurbish or otherwise prepare improve the Existing Premises for Tenant’s occupancy at any time throughout the remainder of the Lease Term, subject to any maintenance or to pay for or construct any improvements to the Premises except as otherwise repair obligation of Landlord expressly set forth in this the Lease. Additionally, Landlord shall deliver the Expansion Premises to Tenant, and Tenant hereby agrees to accept the Expansion Premises from Landlord throughout the remainder of the Lease Term in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition (subject to any Landlord’s maintenance or repair obligations expressly set forth in the Lease), and Landlord shall have no obligation whatsoever to refurbish or otherwise improve the Expansion Premises at any time throughout the remainder of the Lease Term (subject to any Landlord’s maintenance or repair obligations expressly set forth in the Lease); provided, however, Landlord agrees to provide to Tenant a tenant improvement allowance of up to $107,514.00 (which is equal to $18.00 per square foot of Rentable Area in the Expansion Premises, out of which up to $895.95 shall be available to be applied towards space planning) (the “First Amendment Allowance”) to be applied toward the cost of performing the First Amendment Improvements in the Expansion Premises in accordance with and subject to the terms and conditions set forth in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything B. Tenant acknowledges and agrees that any other obligations of Landlord originally existing in the Lease to complete any leasehold improvements and/or furnish allowance, including, without limitation, those set forth in Exhibit B attached to the contrary contained hereinLease, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be have been completed and/or satisfied in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repairentirety; provided, nothing however, that Landlord shall continue to have its existing maintenance and repair obligations as expressly set forth in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowthe Lease.

Condition of the 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 condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and Sublessor shall deliver the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be Sublessee in good working order and conditionrepair. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work Except as expressly provided in Section 1.1 this Paragraph 3.2(a) and Paragraph 3.2(b), Sublessee agrees to accept the Premises broom clean, in its "As Is" condition on the Commencement Date (defined in Paragraph 4 below). Sublessee shall have a period of Exhibit 3.1sixty (60) days from the Commencement Date within which to notify Sublessor in writing of any item of disrepair. Sublessor shall repair such item as soon as practicable, Tenant’s execution but in any event within thirty (30) days after receipt of such notice. (b) On or before the Commencement Date, Sublessor at its sole cost shall perform the following work with respect to the Premises: (i) repair the existing damage to the stucco at the front of the Premises; (ii) power-wash the front of the Premises; and (iii) clean the parking area. (c) Sublessee may contract for the painting of the building, including the roof screen, upper one-foot band, roll-up and man-doors, risers, hydrants, ballards, blue roof system, the red curbs, parking lot restriping (in compliance with all applicable code requirements as to number and type of spaces), and the fifteen (15) foot light poles. Upon receipt of notice that such work has been completed, Sublessor shall pay to Sublessee the sum of Four Thousand Dollars ($4,000) toward the cost thereof. Sublessee shall be responsible for the payment of all costs therefor in excess of said amount. (d) notwithstanding anything in this Sublease or in Paragraph 9 or elsewhere in the Lease to the contrary requiring Sublessee to surrender the Premises in good condition and taking of possession repair, Sublessee's obligation to surrender the Premises in good condition and repair shall be Subject to normal wear and tear and (i) damage to or destruction of the Premises shall conclusively establish that arising from a casualty, (ii) any partial or complete condemnation or taking of the Premises, (iii) damage resulting from the Building negligence, willful misconduct, or breach of the Lease or this Sublease by Sublessor or its agents, contractors, employees, or invitees (collectively, "Sublessor's Agents"), (iv) damage resulting from the negligence, willful misconduct, or breach of the Lease by Lessor or its agents, (v) latent defects and conditions existing on the Premises or Second Property were at such time in goodprior to the Commencement Date, sanitary and satisfactory condition (vi) all alterations and repair; provided, nothing in this sentence relieves Landlord improvements made to the Premises or the Second Property by Sublessee which Lessor specifically agrees will not be required to be removed upon expiration of its obligations pursuant to Section 8.1, belowthe term of the Lease.

Condition of the Premises. Tenant acknowledges thatand agrees that its possession of the Premises during the Extended Term, except as expressly set forth in this is a continuation of Tenant's possession of the Premises under the Lease, neither Landlord nor any agent of Landlord has made any representation or warranty . Tenant is familiar with respect to the condition of the Premises, and agrees to accept the Building Premises in their existing condition "AS IS", without any obligation of Landlord to remodel, improve or alter the PropertyPremises, to perform any other construction or work of improvement upon the Premises, or to provide Tenant with any construction or refurbishing allowance; provided, however, Landlord shall construct certain Tenant Improvements in the Premises in accordance with the terms of Exhibit B attached hereto and incorporated herein. Tenant acknowledges and agrees that the Tenant Improvements 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 Tenant Improvements 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 Premises due to the installation and construction of any of the Tenant Improvements, (ii) grants Landlord access to any and all of the Premises to perform the Tenant Improvements, (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 suitability Premises during the pendency of the Premiseswork associated with the Tenant Improvements (except to the extent arising from the gross negligence or willful misconduct of Landlord), the Building or the Property for the conduct and (iv) agrees not to interfere, and not to allow any of Tenant’s business's Representatives to interfere, with Landlord and its contractors, representatives and consultants in the performance of the Tenant Improvements, provided that reasonable and occasional requests for short term breaks (i.e., not more than a few hours) without construction noise, etc. in the event of special need (e.g., public earnings call in adjacent conference room or outside visitors, etc.) shall be deemed not to constitute interference hereunder. In the performance of the Tenant acknowledges that Improvements, Landlord shall have no obligation agrees to altercommence and diligently pursue the same to completion and to use commercially reasonable efforts not to materially interfere, repair or otherwise prepare and not to allow any of its contractors and agents to materially interfere, with Tenant's operations in and about the Premises Premises. In the event Landlord does not complete the Tenant Improvements within thirty (30) days after the completion date for Tenant’s occupancy or to pay for or construct any improvements to the Premises except construction as otherwise expressly set forth in this Lease or in an agreed upon schedule for construction (the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement "Outside Completion Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally"), or so long as Tenant is not in default under the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided Lease, as more particularly described in Section 14.64 above, below; and Tenant shall receive one (c1) upon day free of Base Rent for each day beyond the Commencement Date, Outside Completion Date that Landlord fails to so complete the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowTenant Improvements.

Condition of the Premises. (a) Tenant acknowledges thatthat Landlord is delivering the Premises to Tenant on the Delivery Date, except as expressly set forth and Tenant is accepting the Premises on the Delivery Date, in this Lease, neither Landlord nor any agent of Landlord has made any “as-is” condition without representation or warranty with respect to the condition of the Premisesby Landlord, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that and Landlord shall have no obligation to alter, repair perform any work or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements construction to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained hereinPremises, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to deliver the Premises to Tenant on the Delivery Date (i) free of all tenants, occupants and personal property (including, without limitation, free of Kaspersky’s occupancy), (ii) with the Premises fully demised and in compliance with Applicable Laws, (iii) with all Building Systems (as defined below) serving the Premises in good working order, condition and repair latent defects (including, without limitation, the so-called “variable air volume” boxes that are part of the HVAC (as defined below) system serving the Premises), and (iv) subject to an SNDA (as defined in Section 17.1 below) which has been executed by Landlord and the current Holder (as defined in Section 17.1 below) of the Mortgage (as defined in Section 17.1 below) encumbering the Building and delivered to Tenant (the satisfaction of clauses (i) through (iv) hereinabove, the “Delivery Condition”). Tenant acknowledges that it has inspected the Premises and Common Facilities of the Building and has found the same satisfactory subject to Landlord’s obligation to satisfy the Delivery Condition. All terms and conditions of this Lease, other than the obligation to pay Rent (which shall commence on the Rent Commencement Date), shall be applicable to the Premises from and after the Effective Date. Notwithstanding the foregoing, from and after the Term Commencement Date, Tenant shall pay for electricity with respect to the Premises as set forth in Section 10.2(b) hereof and other building services consumed and/or requested by Tenant during any such period, including without limitation, HVAC services for the Premises. (b) Tenant shall cause an initial fit plan for the layout of the initial tenant improvements that Tenant desires to have performed in the Base Building Premises (collectively, the “Tenant’s Work”) to be prepared at Tenant’s cost, subject to reimbursement from the Landlord’s Contribution (as defined below) (the “Fit Plan”). Tenant shall use commercially reasonable efforts to submit the Fit Plan to Landlord for its approval on or before June 15, 2019, and Landlord shall approve or disapprove the Fit Plan, in its reasonable discretion, within ten (10) days after receiving it. At Tenant’s sole cost and expense, Tenant shall cause the Fit Plan to be revised in a manner sufficient to remedy Landlord’s objections and/or respond to Landlord’s concerns and for the revised Fit Plan to be redelivered to Landlord, and Landlord shall approve or disapprove Tenant’s revised Fit Plan within ten (10) days following the date of resubmission. (c) After approving Tenant’s Fit Plan, Tenant shall cause final plans and specifications to be prepared (“Final Plans”) for the construction of the Tenant’s Work and submit the same to Landlord for approval by June 30, 2019, which approval shall not be unreasonably withheld, conditioned or delayed. Within five (5) Business Days after delivery of the Final Plans to Landlord, Landlord shall either approve the same or request changes therein. All changes to the Final Plans will be subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. No work shall be conducted by or on behalf of Tenant until the Final Plans have been fully approved in writing by Landlord. If Landlord and Tenant shall fail to agree upon the Plans by July 31, 2019, then Landlord may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant and thereupon this Lease shall terminate without further liability or obligation on the part of either party (except for the obligation of Tenant to pay for all work related to preparation of plans and any obligations expressly stated herein to survive termination). The Final Plans shall be stamped by a Massachusetts registered architect and engineer, such architect and engineer, being subject to Landlord’s prior reasonable approval, and shall comply with Applicable Law and the requirements of the Rules and Regulations and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for such Tenant’s Work. (d) Tenant’s Work conducted by Tenant shall constitute Alterations by Tenant, as expressly provided defined in ARTICLE 7, and shall comply in all respects with said ARTICLE 7. All of Tenant’s Work shall be performed in a good and workmanlike manner using new and high quality materials and in accordance with the provisions of all Applicable Laws and insurance requirements applicable thereto, all matters of record and the requirements of Landlord and Landlord’s mortgagee including, without limitation, bond requirements, and Tenant’s Work shall be performed only by a duly licensed and bonded contractor approved by Landlord. (e) Landlord shall reimburse Tenant for the costs incurred by Tenant with respect to the design and performance of the Tenant’s Work (the “Cost of Tenant’s Work”) up to the aggregate amount of $654,920.00 (the “Landlord’s Contribution”), subject to the provisions hereof. To the extent that the Cost of Tenant’s Work exceeds the Landlord’s Contribution, Tenant shall be entirely responsible for such excess. Landlord’s Contribution shall be payable by Landlord to Tenant (or, at Landlord’s election, directly to Tenant’s general contractor or subcontractors) according to Landlord’s standard construction disbursement procedures upon Substantial Completion (as defined below) of Tenant’s Work. Prior to any payment of the Landlord’s Contribution, Tenant shall have completed all of the Tenant’s Work in accordance with the Final Plans and shall have delivered to Landlord: (A) a Certificate of Occupancy from the applicable Governmental Authorities permitting Tenant to legally occupy the Premises for the Permitted Use; (B) a Certificate of Completion from Tenant’s architect certifying that the Tenant’s Work has been completed in accordance with the Final Plans and Applicable Laws; (C) lien waivers from Tenant’s general contractor and all subcontractors for work of $5,000 or more indicating payment for all services and materials relating to Tenant’s Work and to the Premises; (D) upon Landlord’s request, an endorsement to Landlord’s and Landlord’s mortgagee’s title insurance policies, at Landlord’s election, confirming that there are no outstanding notices of contract, mechanic’s liens or other matters relating to Tenant’s Work, and that all required documentation has been filed such that no mechanics liens or related documents may be filed in connection with Tenant’s Work; (E) receipted invoices showing the amount of Tenant’s payments for Tenant’s Work; and (F) such other documents as Landlord may reasonably request. In the event that the foregoing conditions have been satisfied, Landlord shall give Tenant prompt written notice of the same whereupon “Substantial Completion” of the Tenant’s Work will be deemed to have occurred and, so long as Tenant is not then in default under this Lease beyond the expiration of applicable notice and cure periods and this Lease is then in full force and effect, Landlord shall disburse the Landlord’s Contribution for the Cost of Tenant’s Work. So long as this Lease is then in full force and effect and no default of Tenant exists hereunder beyond the expiration of applicable notice and cure periods, any portion of the Landlord’s Contribution which has not been applied on or before the expiration of the first (1st) Lease Year shall, at Tenant’s written request, be applied by Landlord against the then next due monthly installments of Basic Rent due under this Lease in an amount not to exceed $187,120.00 in the aggregate (the “Aggregate Basic Rent Credit”) until such Aggregate Basic Rent Credit is fully expended, with any excess over such Aggregate Basic Rent Credit being deemed forfeited by Tenant and Landlord shall have no further obligation with respect to such excess. (f) In addition to the Landlord’s Contribution, within thirty (30) days following Landlord’s receipt of paid invoices therefor, Landlord shall reimburse Tenant for its actual out-of-pocket moving costs to relocate to the Premises and/or for expenses incurred in connection with the purchase and/or installation of Tenant’s tel/data wiring for the Premises up to an amount not to exceed $46,780.00. (g) Provided that (i) the foregoing conditions in Section 1.1 5.1(e) above have been met, (ii) this Lease is then in full force and effect, and (iii) no default of Exhibit 3.1Tenant exists hereunder beyond the expiration of applicable notice and cure periods, then notwithstanding anything herein which may be to the contrary, all costs incurred by Tenant with respect to the design and performance of the Tenant’s execution Work up to the aggregate amount of this Lease $654,920.00 shall be due and taking payable to Tenant, regardless of possession how much or how little of the Premises shall conclusively establish are improved, but subject to any portion thereof that is utilized for the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowAggregate Basic Rent Credit.

Condition of the Premises. ‌ (a) Tenant acknowledges thatshall accept the Initial Premises on the Commencement Date in its then “as is” condition, except as expressly set forth in this LeaseSection 14.10(d) and subject to (i) the full completion after the Commencement Date (as distinguished from the Substantial Completion) of Landlord’s Work, neither (ii) the repair of any latent defects pursuant to Section 2.03(b) and (iii) the performance of Landlord’s ongoing repair obligations pursuant to Section 16.02. Furthermore, Landlord nor shall not be required to (x) perform any agent of Landlord has made work or render any representation or warranty with respect services to the condition of the Premises, make the Building or the PropertyInitial Premises ready or suitable for Tenant’s initial occupancy, except as otherwise expressly provided in this Lease and subject to the full completion after the Commencement Date (as distinguished from the Substantial Completion) of Landlord’s Work, (y) contribute to the cost of any such work or services, except for the Work Allowance, and (z) provide any abatement of Base Rent or Additional Rent other than in respect of the First Rent Abatement Period in accordance with the provisions of Section 3.01(c) and the Second Rent Abatement Period and the Third Rent Abatement Period in accordance with the provisions of Section 3.01(d).‌‌‌‌‌‌‌ (b) Landlord shall (i) perform and complete Landlord’s Work in a good and workmanlike manner using first quality materials and in compliance with applicable Legal Requirements, (ii) perform and complete Landlord’s Work at Landlord’s sole cost and expense, (iii) tender delivery of possession of the Initial Premises to Tenant in broom-clean condition and free of all tenancies and other rights of occupancy and (iv) repair any latent defects with respect to Landlord’s Work; provided, however, that, notwithstanding anything herein to the suitability contrary, Tenant notifies Landlord of any such latent defects no later than 18 months after the Commencement Date (except that (x) latent defects shall not include items excluded from Landlord’s demolition obligation as set forth in Paragraph 1 of Exhibit H, and (y) Tenant may give notice to Landlord of any latent defects with respect to any HVAC units installed as part of Landlord’s Work at any time during which the same are covered by an applicable warranty). Tenant shall permit Landlord to enter the Premises for the purpose of (A) completing any applicable Punch List Items with respect to Landlord’s Work set forth in the schedule of Punch List Items prepared by Tenant pursuant to Section 2.04(c) (and Landlord shall complete any such Punch List Items in a prompt and timely manner) and (B) repairing any such latent defects. Landlord shall use commercially reasonable efforts to minimize any interference with the conduct of the PremisesInitial Tenant Work and, the Building or the Property for if applicable, with the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterbusiness at the Premises, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct while performing any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1such work. Notwithstanding anything the foregoing, in no event shall Landlord be obligated to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for complete any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), such work on an overtime or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing premium pay basis and Landlord’s obligation performance of any such work shall not be deemed a constructive eviction of Tenant or entitle Tenant to repair latent defects in the any diminution or abatement of Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of Rent or Additional Rent payable by Tenant under this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.Lease.‌‌‌‌

Condition of the Premises. A. Subject to latent defects and "punch lists" heretofore referred to by taking possession of the Premises, Tenant acknowledges thatshall be deemed to have agreed that the Premises were as of the date of taking possession, except as expressly set forth in this Leasegood order, neither repair and condition. No promises of the Landlord nor any agent of Landlord has made any to alter, remodel, decorate, clean or improve the Premises or the Building and no representation or warranty with respect to expressed or implied, respecting the condition of the Premises, Premises or the Building has been made by the Landlord to Tenant, unless the same is contained herein or the Propertymade a part hereof. B. Tenant shall, or with respect to the suitability of the Premisesat its own expense, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare keep the Premises for Tenant’s occupancy or to pay for or construct any improvements in good repair and tenantable condition, and shall promptly and adequately repair all damages to the Premises except under the supervision and with the approval of Landlord and within a reasonable period of time as otherwise expressly set forth specified by Landlord, loss by ordinary wear and tear, fire and other casualty excepted. If Tenant does not do so promptly and adequately, Landlord may, but need not, make such repairs and Tenant shall pay Landlord immediately upon request by Landlord. C. The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the "ADA") establish requirements under Title III of the ADA ("Title III") pertaining to business operations, accessibility and barrier removal, and that such requirements may be unclear and may or may not apply to the Premises and the Building depending on, among other things: (1) whether Tenant's business operations are deemed a "place of public accommodation" or a "commercial facility," (2) whether compliance with such requirements is "readily achievable" or "technically infeasible," and (3) whether a given alteration affects a "primary function area" or triggers so-called "path of travel" requirements. Landlord represents that the Building, as of the date of commencement hereof complies with Title III. Tenant shall be responsible for all Title III compliance and costs in this Lease connection with the Premises (including structural work, if any, and including leasehold improvements or other work to be performed in the Premises under or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (aconnection with this Lease) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving that same arises out of matters specific to Tenant's activities or operations or resulting from alterations to the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, made by Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Condition of the Premises. Landlord hereby represents and warrants to Tenant acknowledges that, as of the date of Tenant's taking possession thereof: (a) the Premises and the Building are in good order and satisfactory condition, except as expressly set forth for the matters on the punch list pursuant to Section 7 of the Work Letter Agreement, (b) the Premises and the Building are in this Leasecompliance with all then-applicable law, neither Landlord nor any agent of and (c) all taxes, assessments, and other similar governmental charges levied on or attributable to the Building have been paid current. Tenant hereby acknowledges that Landlord has not made any representation or warranty with respect to the suitability or fitness of the Premises or the Building for the conduct of Tenant's Use or for any other purpose. No promise of Landlord to alter, remodel, repair or improve the Premises, the Building or the Project and no representation, express or implied, respecting any matter or thing relating to the Premises, Building, Project or this Lease (including, without limitation, the condition of the Premises, the Building or the PropertyProject) have been made to Tenant by Landlord or its Broker or Sales Agent, other than as may be contained herein or in a separate Exhibit or addendum, attached hereto, signed by Landlord and Tenant. Landlord hereby represents and warrants to Tenant, that to the current knowledge of Landlord as of the date Landlord executes this Lease (defined as the actual current knowledge of Xxxxxx X. Xxxxx and/or Xxxxx Xxxxx, excluding constructive knowledge or duty of inquiry), except as disclosed to Tenant in Section 49 below, there is not any contamination, hazardous waste, or with respect to toxic substance in existence on or below the suitability surface of the Premises, the Building or the Property for the conduct of Tenant’s businessProperty. Tenant acknowledges that Landlord shall have no obligation to alterhas made disclosures regarding the environmental condition of the Property in Section 50 below, repair or otherwise prepare and that Tenant has reviewed such disclosures and is satisfied with the Premises for Tenant’s occupancy or to pay for or construct any improvements to environmental condition of the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1Property. Notwithstanding anything to the contrary contained hereinforegoing provisions of this Section 11, Landlord represents shall indemnify, defend and warrants to hold Tenant that and each of Tenant's partners, shareholders, officers, directors, affiliates, successors and assigns free and harmless from any and all actions (a) including without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, damages, consultants', reasonable attorney's and experts' fees, court costs and amounts paid in settlement of any claims or actions, fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief (whether or not based upon the Commencement Datepersonal injury, property damage, contamination of, or adverse effects upon, the Building and environment, water tables or natural resources) liabilities or losses (excluding consequential damages) arising from the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any presence of the Finish Work, Tenant’s particular use (as opposed to environmental contamination or hazardous materials on the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided Property which are described in Section 14.6, 50 below; . Tenant acknowledges and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish agrees that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence Section 11 relieves Landlord Tenant from its obligations under Section 22(a), which obligations include, without limitation, that Tenant shall be liable for any releases of any hazardous materials resulting from Tenant's operations of its obligations pursuant to Section 8.1, belowbusiness or occupancy of the Premises.

Condition of the Premises. (a) The Premises are being leased in their condition AS IS WITHOUT REPRESENTATION OR WARRANTY by Landlord, as of the Commencement Date. Except as provided herein, Landlord shall not be required to perform any work in or to the Premises or the common areas of the Building to prepare the same for Tenant’s occupancy, nor shall Landlord he required to make any allowance or contribution toward the cost of any such work. Tenant acknowledges thatthat it has thoroughly inspected the Premises and common areas of the Building and has found the same satisfactory for Tenant’s intended uses. Between the date hereof and the Commencement Date, except Tenant will he occupying the Premises as expressly set forth in a sublessee under the existing Tenant. Notwithstanding the foregoing, promptly upon the full execution and delivery of this Lease, neither and Landlord’s receipt of the first month’s Basic Rent and any security deposit (the “Work Conditions”), Landlord nor any agent will undertake to (i) patch and paint the walls of the Premises as reasonably necessary, and (ii) shampoo the existing carpeting (“Landlord’s Work”). Landlord has will perform the same in a good and workmanlike and use reasonable effort to complete Landlord’s Work within fifteen (15) days after satisfaction of the Work Conditions. Landlord further represents that, as of the Commencement Date, the electrical and mechanical systems and equipment serving the Premises will be in good working condition. (b) Notwithstanding the foregoing, the furniture (the “Furniture”) identified in Schedule “Furniture,” annexed hereto and made any a part hereof, and which is currently located in the Premises, shall remain in the Premises for Tenant’s use throughout the Term. Landlord makes no representation or warranty with respect to regarding the condition of the PremisesFurniture, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord and shall have no obligation to altermake any repairs or incur any costs with respect thereto. Tenant shall keep the Furniture in good repair and condition (reasonable wear and tear excepted) and he responsible for any necessary replacements and, repair or otherwise prepare at Landlord’s option, shall surrender the same with the Premises for Tenant’s occupancy at the expiration or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution earlier termination of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowLease.

Condition of the Premises. Tenant acknowledges that, except 9.1 Except as otherwise expressly set forth provided in this Lease, neither Tenant acknowledges that Tenant is leasing the Premises on an “as is, where is” basis, and that Landlord nor shall deliver the Premises to Tenant, in accordance with the provisions of Article 3 of this Lease, in “as-is” and “where-is” condition; provided, however, that upon such delivery of possession to Tenant, the existing Building structural systems; roof systems; plumbing systems (including all existing connections and distribution of plumbing to existing internal appliances); window systems; window coverings; elevator systems; restrooms; base Building HVAC mechanical systems; base Building electrical systems; fire and life safety systems; and the floor and the ceiling grid and installed lighting shall all be free from latent and structural defects, in good and proper working order, and in full compliance with all Laws, including, without limitation, all building codes and ordinances governing the use and occupancy of office buildings where the Premises are located as of the time the same were installed or constructed. Subject to Landlord’s express obligations contained in this Lease, Tenant’s taking possession of the Premises shall be deemed conclusive evidence that, as of the date of taking possession, the Premises were in good order and satisfactory condition, and in full compliance with such requirements. Subject to the foregoing, Landlord shall have no obligation to perform any agent work in the Premises (including, without limitation, demolition of any improvements existing therein or construction no rights in of any tenant finish-work or other improvements therein). All additions, alterations or improvements to the Premises required or desired to be made by Tenant shall be completed by Tenant in accordance with and subject to the terms of Article 11 of this Lease and Exhibit E, and Exhibit E-1 attached hereto and made a part hereof. No promise of Landlord has made any representation to alter, remodel, repair, or warranty with respect to the condition of improve the Premises, the Building or the PropertyProject, and no representation, express or with respect implied, respecting any matter or thing relating to the suitability of the Premises, the Building Building, the Project or this Lease (including, without limitation, the Property for condition thereof) have been made to Tenant by Landlord or its broker or sales agent, other than as may be expressly contained in this Lease. Promptly following the conduct of Tenant’s business. Possession Date, Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare construct the Tenant Improvements in the Premises for Tenantas described and defined in Exhibit E and Exhibit E-l. 9.2 In the event Tenant discovers any noncompliance with Landlord’s occupancy or to pay for or construct any improvements to delivery conditions described above in Section 9.1, Tenant shall give Landlord written notice of such noncompliance within one hundred eighty (180) days following the Premises except as otherwise expressly date set forth in this Section 1 of the Summary of Basic Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained hereinInformation and, if notice is timely received, Landlord represents shall promptly commence and warrants to thereafter diligently pursue the reasonable cure of such noncompliance. In the event Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance discovers any noncompliance with all Applicable Laws (in each case, without regard for any of the Finish Work, TenantLandlord’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided delivery conditions described above in Section 14.69.1 above after the one hundred eighty (180) day period, below; and except for the cost of curing latent structural defects (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems which shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects cure and shall not be limited to the time-period above), Landlord shall not be responsible to cure such noncompliance, which cure shall be the responsibility of Tenant at its sole cost and expense. All work required of Landlord pursuant to this Section 9.2 shall be diligently completed by Landlord at Landlord’s sole cost and expense, in a good and workmanlike manner, and in compliance with all applicable Laws. All repairs required under this Section 9.2 shall be commenced promptly following Landlord’s timely receipt of written notice, but in any event within thirty (30) days after Landlord’s receipt of written notice (except when the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, repairs require more than thirty (30) days for performance and Landlord commences the repairs within thirty (30) days and thereafter diligently pursues the repairs to completion). If the need for any such repairs (i) materially interferes with Tenant’s execution ability to obtain Permits for Tenant Improvements, as documented by Tenant in a written notice delivered to Landlord within one (1) Business Day following the occurrence of this Lease and taking each such interference, (ii) prevents or delays a certificate of possession occupancy for the Premises from being obtained by Tenant, as documented by Tenant in a written notice delivered to Landlord within one (1) Business Day following the occurrence of each such prevention or delay, (iii) materially interferes with Tenant’s efforts to construct or complete Tenant Improvements, as documented by Tenant in a written notice delivered to Landlord within one (1) Business Day following the occurrence of each such interference, or (iv) otherwise materially interferes with Tenant’s preparation of the Premises shall conclusively establish that for business or materially impacts Tenant’s ability to conduct business on the Premises, as documented by Tenant in a written notice delivered to Landlord within one (1) Business Day following the Building and occurrence of each such interference or impact, then the Property were at Commencement Date for the portion of the Premises affected shall be extended by one (1) day for each day of delay following Landlord’s receipt of Tenant’s written notice as required hereunder caused by the need for such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowrepairs.

Condition of the Premises. Tenant Sub-Subtenant acknowledges thatthat as of the Commencement Date, except Sub-Subtenant shall have inspected the Premises, and every part thereof, and by taking possession shall have acknowledged that the Premises is in good condition and without need of repair, and Sub-Subtenant accepts the Premises “as expressly set forth is”, Sub-Subtenant having made all investigations and tests it has deemed necessary or desirable in this Leaseorder to establish to its own complete satisfaction the condition of the Premises. Sub-Subtenant 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. Sub-Subtenant acknowledges that neither Sub-Sublandlord nor Master Landlord nor any agent of Landlord has have made any representation representations or warranty with respect warranties as to the condition of the PremisesPremises or its present or future suitability for Sub-Subtenant’s purposes. Notwithstanding the foregoing, Sub-Sublandlord shall deliver the Premises to Sub-Subtenant with the 0000 Xxxxx Xxxxxxxx Xx. Xxxxxxx Xxxxxxxx, Xxx. Xxx Xxxxx, XX building systems servicing the Premises in good working condition, including, but not limited to, the Building or the PropertyHVAC, or with respect electrical, plumbing and lighting to the suitability extent that Sub-Sublandlord is responsible to maintain such building systems under the Master Sublease and to the extent that the condition of such building systems is not Sub-Sublandlord’s obligation under the PremisesMaster Sublease, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord Sub-Sublandlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be which are not in good working order and condition. Subject In the event that maintenance and repair of such building system was Sub-Sublandlord’s obligation under the Master Sublease prior to the foregoing and Landlord’s obligation to repair latent defects in Effective Date, then provided that Sub-Subtenant notifies Sub-Sublandlord within thirty (30) days following the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking date Sub-Sublandlord delivery of possession of the Premises to Sub-Subtenant that such systems are not in good working condition, Sub-Sublandlord shall conclusively establish that perform such maintenance and repair to the Premises, extent Sub-Sublandlord was so required under the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowMaster Sublease.

Condition of the Premises. Upon the expiration of the Term, the Landlord will not be responsible for removing from the Premises any tenant improvements or alterations constructed by Tenant, nor for removing any of Tenant’s personal property, fixtures, or equipment, including the property to be conveyed to Tenant acknowledges thatpursuant to this paragraph, except as expressly set forth in this and the Tenant will indemnify and hold the Landlord harmless from any claim made by the Owner against the Landlord for not removing such tenant improvements, alterations, or property. Upon the expiration or termination of the Lease, neither Landlord nor any agent unless Tenant and Owner enter into a direct lease agreement, Tenant shall remove all of Landlord has made any representation or warranty with respect its personal property, fixtures, and equipment from the Premises, and, if required by Landlord, shall remove all tenant improvements and alterations installed by Tenant. The Parties agree that the Owner’s instrument of consent to this Sublease will contain a provision stating that the Owner as Lessor agrees that if the Tenant fails to restore the Premises upon surrender to the condition existing prior to Tenant making its Tenant Improvements, the Owner will not look to the Landlord for the cost of such restoration, provided, however, that if such instrument of consent does not contain such agreement from the Owner, then the Tenant will indemnify and hold the Landlord harmless from any claim made by the Owner against the Landlord for not restoring the Premises as required. Owner and Landlord agree that upon the expiration or termination of the PremisesTerm, the Building Tenant shall not be required to remove any tenant improvements or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges alterations that Landlord shall have no obligation to alter, repair or otherwise prepare were existing in the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon of the Commencement Date, nor to repair any reasonable wear and tear or damage caused by casualty or condemnation. By this Lease, Landlord hereby conveys to Tenant for $1.00 all of Landlord’s furniture, fixtures, and equipment in the Building Premises, which Landlord shall leave in the Premises. Tenant agrees to accept such furniture, fixtures, and equipment “AS IS”, “Where Is,” and with no warranties or representations of any kind, except that Landlord shall convey such property free of any liens or claims by third parties, and the Premises Tenant will be in material compliance with all Applicable Laws (in each case, without regard for pay the cost of disposing of any of the Finish Workfurniture, Tenant’s particular use (as opposed fixtures, and equipment that it elects not to the Permitted Use, generally), keep or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowsell.

Condition of the Premises. Prior to the Commencement Date, Landlord will construct the tenant improvements in accordance with the terms of Exhibit “D”, Tenant acknowledges thatFinish-Work, except attached hereto. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their AS-IS condition as expressly set forth in this Leaseof the date of such occupancy, neither subject to the performance of punch-list items that remain to be performed by Landlord, if any. Tenant shall execute and deliver to Landlord, either before the end of any Landlord nor any agent and Tenant inspection of the Premises on the Commencement Date, or if not done at that time within ten days after Landlord has made any representation or warranty requested same, a letter on Landlord’s standard form confirming (1) the Commencement Date, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property Premises (except for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth punch-list items specified in this Lease or in the Work Letter attached hereto as Exhibit 3.1such letter). Notwithstanding anything to the contrary contained hereinforegoing, Landlord hereby warrants and represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were common areas are in compliance with all laws, rules, regulations and ordinances, including, without limitation, all environmental laws and the Americans with Disabilities Act of 1990 (ADA) and that Landlord shall be responsible thereafter for any legal requirements applicable to the Building and all common areas. ASPEN GROWTH PROPERTIES – NET LEASE Subsequent to Tenant’s acceptance of the Premises, Tenant shall be responsible for the cost of all work required to comply with the retrofit requirements of the Americans with Disabilities Act of 1990, and all rules, regulations, and guidelines promulgated thereunder, as the same may be amended from time to time, necessitated by any installations, additions, or alterations made in or to the Premises at the request of or by Tenant or by Tenant’s use of the Premises (other than retrofit work whose cost has been particularly identified as being payable by Landlord in an instrument signed by Landlord and Tenant), regardless of whether such time cost is incurred in good, sanitary and satisfactory condition and repair; provided, nothing connection with retrofit work required in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowthe Premises.

Condition of the Premises. Tenant acknowledges that, except as expressly set forth in this Lease, neither Landlord nor makes no warranties or representations of any agent of Landlord has made any representation or warranty nature whatsoever with respect to the condition or suitability for any purpose of the Premises or any part thereof. Tenant hereby acknowledges and warrants that it has inspected and knows the condition of the Premises, and Tenant accepts the Building Premises in their present, “AS IS, WHERE IS” condition and state of repair, with all faults. Tenant waives all claims in contract, tort, bailment or the Property, or with respect to otherwise concerning the suitability of the PremisesPremises for any particular purpose. Tenant will keep the Premises in a neat, the Building or the Property orderly and sanitary condition, in good repair, and in a condition appropriate for the conduct purpose of Tenant’s businessthis Lease. Tenant acknowledges that Landlord shall have has no obligation under this Lease to altermaintain or repair, repair or to conduct any improvement work on the Premises. For the avoidance of doubt, the foregoing shall not limit or restrict any obligations that Landlord may have to Tenant under any other agreement between the parties. Landlord is leasing the Premises solely on the basis of its examination, inspection and investigation and not on the basis of any statement, representation, warranty, expressed or implied, written or oral, made by Landlord or its agents or its employees that is not expressly contained in this Agreement; and Tenant is leasing the Premises in its “AS-IS, WHERE-IS” condition, with all faults and with no representation or warranty of any type or nature being made by Landlord or any person on Landlord’s behalf, except as expressly otherwise prepare provided in this Agreement. Tenant further acknowledges that although Landlord knows the Purpose that Tenant intends for the Premises, Tenant is not relying on the Landlord's skill or judgment in selecting the Premises. Accordingly, Landlord makes no warranty or representation that the Premises are fit for Tenant's intended use or its particular purpose and Tenant waives any such warranty to which it might be entitled. All implied warranties with respect to the Premises, including those related to hidden defects therein or the fitness thereof for a particular purpose, zoning, or other regulatory matters, are hereby disclaimed by Landlord and expressly waived by Tenant unless said warranties are not allowed to be waived under the Louisiana Civil Code. Without limiting the generality of the foregoing, Landlord does not warrant that the Premises are free from hidden, redhibitory or latent defects or vices or that the Premises are fit for the use intended by the Tenant, and Tenant hereby expressly waives all rights pursuant to La. C.C. arts. 2696, 2697 and 2698. Without limiting the generality of the foregoing, Tenant acknowledges that Landlord makes no representation or warranty as to: (i) the value, physical condition of the Premises (including soils, geological conditions, the presence or absence of radioactive, petroleum-based, Hazardous Substances (as defined below), and availability or quality of water); (ii) the sufficiency or suitability of the Premises for Tenant’s occupancy purposes or any purpose; (iii) the square footage, acreage or configuration of the Premises; (iv) the sufficiency or completeness of any plans for the Premises; (v) zoning or land use controls affecting the Premises; (vi) the state of repair or structural integrity of any improvements on the Premises or their compliance (or the compliance of any activities previously conducted thereon or therein) with any federal, state or municipal laws, ordinances, regulations or requirements (including those relating to pay the sale of subdivided lands), except as may be expressly described elsewhere in this Agreement; or (vii) the environmental status or condition of the Premises; and/or (viii) the extent to which the Premises or Landlord has complied or failed to comply with any permits, approvals or requirements of applicable Environmental Laws (defined below). In particular, but without in any way limiting the foregoing, Tenant, on behalf of itself and any entity affiliated with, owned or controlled by Tenant or a controlling member of Tenant, other than the Landlord (collectively defined herein as the “Tenant Entities”), hereby forever waives, releases and covenants not to assert any claims against Landlord, its successors, assigns, employees, agents, representatives, past, present and future, their affiliates and subsidiaries, past present and future, their respective parents, subsidiaries, and affiliates past present and future, and each of their officers, directors, and shareholders, past, present and future, (“Landlord’s Representatives”) from any and all responsibility, liability, claims, rights, remedies, causes of action and damages, and expressly agrees to release, indemnify, protect and defend Landlord and Landlord’s Representatives and hold each of them harmless, from any and all actions, causes of action, claims, demands, liabilities, damages, losses, costs, expenses (including reasonable consulting and attorneys’ fees) or suits of any kind brought by any third party, including, but not limited to, the United States Environmental Protection Agency and the Louisiana Department of Environmental Quality arising from or relating to: (1) the investigation, removal and remediation of future releases or discharges or threatened releases and discharges of Hazardous Substances on, at, under, about or emanating from the Premises; (2) any other claims, for or construct any improvements to arising out of the presence of Hazardous Substances on, at, under, about or emanating from the Premises except as otherwise expressly set forth in this Lease or any property in the Work Letter attached hereto as Exhibit 3.1vicinity of the Premises (including in the soil, air, structures and surface and subsurface water), including natural resource damage claims; (3) the performance or non-performance of remedial actions with respect to any future releases or threatened releases of Hazardous Substances on the Premises; and (4) any future violations by Landlord or Landlord Representatives of any Environmental Laws regarding the Premises. Notwithstanding anything For the avoidance of doubt, the foregoing shall not limit or restrict any obligations that Landlord or Landlord’s Representatives may have to Tenant or Tenant Entities under any other agreement between the contrary contained parties. As used herein, Landlord represents the term "Environmental Law" will mean, as amended and warrants in effect from time to Tenant that (a) upon the Commencement Datetime, the Building and the Premises will be in material compliance with all Applicable Laws (in each caseany federal, without regard for any of the Finish Workstate or local statute, Tenant’s particular use (as opposed to the Permitted Useordinance, generally)rule, regulation, judicial decision, or the obligations judgment or decree of any a governmental authority, arbitrator or other tenants in private adjudicator by which Tenant or the Building with respect Premises is bound, pertaining to their tenant improvementshealth, industrial hygiene, public safety, occupational safety or the environment, including, without limitation, the Surface Mining Control and Reclamation Act (30 U.S.C. §1201 - et seq.), the Uranium Mill Tailings Reclamation Control Act (42 U.S.C. §7901 - et seq.), the Mining Health and Safety Act (30 U.S.C. §801 - et seq.), the Comprehensive Environmental Response, Compensation & Liability Act of 1980 (42 U.S.C. § 9601 - et seq.); the Resource, Conservation and Recovery Act of 1976 (b) Landlord has full power 42 U.S.C. § 6901 - et seq.); the Toxic Substances Control Act (15 U.S.C. § 2601 - et seq.); the Clean Water Act (33 U.S.C. § 1251 - et seq.); the Oil Pollution Act of 1990 (33 U.S.C. § 2701 - et seq.); the Clean Air Act (42 U.S.C. § 7401 - et seq.); the Hazardous Substance Transportation Act; the Emergency Planning and authority to enter into this Lease Community Right-To-Know Act (42 U.S.C. § 11001 - et seq.); the Endangered Species Act of 1973 (16 U.S.C. § 1531 - et seq.); the Federal Land Policy and has obtained all consents and taken all actions necessary in connection therewith other than to Management Act of 1976 (43 U.S.C. § 1701 - et seq.); the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.Lead-Based Paint Exposure Reduction

Condition of the Premises. CONDITION OF BUILDING ------------------------------------------------ (a) Upon Landlord's completion of the Preliminary Base Building Work and Tenant's entering into possession of or all of any part of the Premises for any purpose including the performance of Tenant's Initial Work, Tenant acknowledges thatshall be deemed to have accepted the Preliminary Base Building Work and all or such portion of the Premises in its "as is" condition, except as expressly set forth in this Leaseexcept, neither Landlord nor any agent however, for latent defects (which shall be the obligation of Landlord has made any representation or warranty with respect to repair, as hereinafter provided), and for the condition completion of the Premises, the Remaining Base Building or the Property, or with respect Work which Landlord shall cause to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. be performed as hereinafter provided. (b) Tenant acknowledges further agrees that Landlord shall have no obligation to alterperform or cause to be performed any work, repair supply any materials, incur any expenses or otherwise make any installations, in order to prepare the Premises for Tenant’s occupancy or 's occupancy, except for the Remaining Base Building Work and as to Landlord's obligation under Section 4.04 hereof to pay for or construct any improvements the "Landlord's Contribution" (as such term is hereinafter defined) to Tenant. (a) Landlord agrees that upon the Premises except Commencement Date, Landlord will proceed with due diligence and at Landlord's own cost and expense, to cause the completion of the construction of a11 Remaining Base Building Work subject, however, to Force Majeure and Tenant's Delays. (i) Landlord hereby agrees to "substantially complete" (as otherwise expressly set forth such term is hereinafter defined) the Remaining Base Building Work in this Lease or in accordance with the Remaining Base Building Work Letter attached Schedule annexed hereto as Exhibit 3.15 and made a part hereof, on or before the completion dates set forth thereon. Landlord acknowledges that the dates for completion set forth on Exhibit 5 shall be subject to extension only for Tenant's Delays. (ii) As used in this subsection 4.02(b) hereof, an item of Remaining Base Building Work shall be deemed to have been substantially completed when the same has been completed, except for completion of construction, facilities, mechanical adjustment, the non-completion or inaccessibility of which shall not materially interfere with the performance of Tenant's Initial Work and/or Tenant's use and occupancy of the Premises and/or the Building for Permitted Uses. (iii) Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Dateset forth in this Article 4 or elsewhere in this Lease, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any date of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations substantial completion of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the item of Remaining Base Building Work as expressly provided in Section 1.1 shall be deemed to occur: (A) one (1) day earlier than the actual date, for each day of Exhibit 3.1Tenant's Delay; and (B) one (1) day later than the actual date, for each day of Landlord's Delay. (i) Landlord and Tenant mutually acknowledge and agree that Landlord's completion of certain portions of the Remaining Base Building Work may be performed concurrently with the performance by Tenant of Tenant's Initial Work. (ii) Accordingly, Tenant’s execution of this Lease , Landlord and taking of possession their respective agents, employees and contractors, shall cooperate and avoid any interference (at Landlord's reasonable direction) with the other respective contractors, laborers, material suppliers and other parties performing such completion of the Premises shall conclusively establish that Remaining Base Building Work and Tenant's Initial Work, respectively, in order to ensure the Premisestimely and efficient completion of such Base Building Work and Tenant's Initial Work, the Building and the Property were avoidance of any unnecessary Tenant's Delays and Landlord's Delays. (iii) (A) Landlord and Tenant and their respective agents, employees and contractors shall co-operate and avoid interference (at such time Landlord's reasonable direction) with each other during the performance and completion of the Remaining Base Building Work and Tenant's Initial Work in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord the use of its obligations pursuant to Section 8.1, belowthe Building's elevators.

Condition of the Premises. 8.1. Tenant acknowledges that, except as expressly set forth in this Lease, that the development of the Demised Premises has been undertaken on a “build-to-suit” basis and that neither Landlord nor any agent of Landlord has made any representation representations or warranty warranties (i) with respect to the condition of the Premises, the Building Demised Premises or the PropertyBuilding, as designed, except as set forth herein or in the Work Letter, or (ii) with respect to the suitability of the Demised Premises, the Building or the Property as designed, for the conduct of Tenant’s business. 8.2. Landlord makes no warranties or representations with regard to any portion of the Demised Premises, and Tenant acknowledges shall accept the Demised Premises in the condition they are in on the Term Commencement Date (subject to the completion of minor “punch-list” items (as described in and in accordance with Section I.G.8 of the Work Letter) that may still need to be corrected), except that (i) the Demised Premises shall be constructed in substantial compliance with the Improvement Plans, Applicable Laws and the Instruments of Record, and (ii) for the Term of this Lease, the Improvements shall be free of latent defects in construction, workmanship and materials, and Landlord shall have no obligation to alterbe responsible, at Landlord’s sole cost and expense, for the prompt and diligent repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in such latent defects which manifest themselves during the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than Term. 8.3. Except to the extent provided related to a latent defect which is the subject of Landlord’s warranty in Section 14.68.2, below; above, and (c) upon subject to Landlord’s obligations regarding the Commencement Datecondition of the Demised Premises when delivered to Tenant under Section 7.3 of this Lease, Tenant shall be entitled to pursue any available remedies and claims against the Building systems provided by Landlord and serving the Premises including electricalconstruction contractors, HVACequipment suppliers, plumbing manufacturers and other utility systems responsible third parties for any defects that may be discovered in the Demised Premises. Landlord shall assign, on a non-exclusive basis, to Tenant any such claims if such an assignment is appropriate to enable Tenant to pursue said claims and remedies. Landlord shall also be entitled to pursue available remedies against said third parties. Any warranty made by any person in connection with the construction of the Demised Premises as to any materials, equipment or other items contained and incorporated herein shall inure to the benefit of and be deemed to have been made to Landlord, copies of all of which shall be in good working order and condition. Subject delivered to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Condition of the Premises. Tenant acknowledges thatSubject to (i) Landlord’s obligations under Exhibit B attached hereto and made a part hereof, except as expressly and (ii) any of Landlord’s existing obligations to maintain, restore or repair the Building that are currently set forth in this the Lease and Exhibit B hereto, as of the Relocation Date, Tenant agrees to accept from Landlord through the expiration of the Term as extended by the Fifth Amendment Extension Term, the Relocation Premises in its existing “AS-IS,” “WHERE-IS,” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation whatsoever to refurbish the Relocation Premises at any time through the expiration of the Term as extended by the Fifth Amendment Extension Term; however, provided that Tenant has not defaulted in any of its obligations in the Lease beyond applicable notice and cure periods, if any, resulting in a termination of the Lease or Tenant’s rights to possession of the Premises pursuant to Landlord’s remedies under the Lease, then Landlord agrees to provide Tenant with an allowance in an amount up to (but not to exceed) $[***] (equal to $[***] per rentable square foot in the Relocation Premises) (“Landlord’s Construction Allowance”) for the construction of certain improvements in the Relocation Premises (the “Relocation Improvements”), in accordance with and subject to the terms and provisions of Exhibit B attached hereto and incorporated herein for all purposes. Except as otherwise provided in this Fifth Amendment, Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Relocation Premises, the Building or the Property, or with respect to and/or the suitability of the Premises, the Building or the Property Relocation Premises for the conduct of Tenant’s business. , and Tenant acknowledges waives any implied warranty that Landlord shall have no obligation to alter, repair or otherwise prepare the Relocation Premises is suitable for Tenant’s occupancy intended use. Other than the Relocation Improvements, Tenant acknowledges and agrees that any and all obligations of Landlord originally existing in the Lease to perform improvements or to pay for or construct any improvements to the Premises except provide allowances, if any, have been completed and satisfied in their entirety, including, without limitation, as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any Section 6 of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowFourth Amendment.

Condition of the Premises. Tenant acknowledges thatshall continue to occupy the Premises in its then existing condition and state of repair, except as expressly set forth in this Lease“AS IS”, neither and Landlord nor shall not be obligated to provide or pay for any agent of Landlord has made any representation improvement, remodeling or warranty with respect refurbishment work or services related to the condition improvement, remodeling or refurbishment of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or Exhibit B attached hereto. The Tenant Improvements (defined in Exhibit B) shall be installed in accordance with the terms, conditions, criteria and provisions set forth in Exhibit B attached hereto and not any other tenant work letter attached to the Lease. Tenant acknowledges and agrees that the Tenant Improvements shall be described in an Exhibit B to be attached hereto and shall be installed and constructed by Landlord in the Work Letter attached hereto as Exhibit 3.1Premises during the period of Tenant’s occupancy of the Premises; however the completion of such Tenant Improvements therein shall not affect Tenant’s obligation to pay Rent and to perform all of Tenant’s covenants and obligations under the Lease. Notwithstanding anything 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 Premises due to the contrary contained herein, Landlord represents installation and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for construction of any of the Finish WorkTenant Improvements (provided, however, this provision shall not affect Tenant’s particular use (as opposed to the Permitted Use, generallyrent abatement right provided in Section 7 below), (ii) grants Landlord access to any and all of the Premises to perform the Tenant Improvements, (iii) waives any rights or the obligations of any other tenants claims Tenant may have at law or in the Building equity with respect to their tenant improvements); any interference with Tenant’s conduct of its operations in and about the Premises during the pendency of the work associated with the Tenant Improvements, (biv) agrees to not interfere, and to not allow any of Tenant’s agents, employees and representatives to interfere, with Landlord has full power and authority to enter into this Lease its contractors, representatives and has obtained all consents and taken all actions necessary consultants in connection therewith other than to the extent provided in Section 14.6performance of the work associated with the completion of the Tenant Improvements, below; and (cv) upon the Commencement Dateagrees that Tenant’s employees, the Building systems provided by agents, contractors, consultants, workmen, mechanics, suppliers and invitees shall fully cooperate, work in harmony and not, in any manner, unreasonably interfere with Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and or Landlord’s obligation to repair latent defects agents or representatives in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession performing any of the Premises shall conclusively establish that the Premises, the Building aforementioned work and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowany additional work related thereto.

Condition of the Premises. Landlord shall use its reasonable efforts to commence construction of the core and shell of the Building and the expansion of the Garage on or about August 14, 2000. Attached hereto as Exhibit G and incorporated herein by reference is a list of the drawings and specifications for the design and construction of the Building (collectively the "Development Specifications"). The Development Specifications have previously been made available to Tenant acknowledges thatfor its review. Landlord, except as expressly set forth at its sole cost and expense, shall complete construction of the Building: (a) in this Leasesubstantial accordance with the Development Specifications; and (b) in a good workmanlike manner, neither Landlord nor any agent to a general standard of Landlord has made any representation construction equal to or warranty with respect to greater than that of other Comparable Buildings. At the condition time of Landlord's tender of possession of the Premises, those portions of the Base Building Work, as more particularly described on Exhibit H, which are necessary to be completed for the orderly and effective construction of the Initial Installations shall be Substantially Complete. Subject to the foregoing, Tenant shall: (a) accept possession of the Premises in its then "As-Is" condition, and (b) except for Landlord's Contribution, 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. Tenant's occupancy of any part of the Premises shall be conclusive evidence, as against Tenant, that Landlord has Substantially Completed the Base Building Work, Tenant has accepted possession of the Premises in its then current condition and at the time such possession was taken, the Premises and the Building or were in a good and satisfactory condition as required by this Lease except for latent defects in the Property, or with respect Base Building Work not visually discoverable by Tenant upon a reasonably diligent inspection and subject to the suitability completion by Landlord of the Premisesany "punch list" items or similar corrective work; provided, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges however, that Landlord shall have no obligation to alter, repair or otherwise prepare correct latent defects not reported to Landlord in writing within 12 months of the acceptance of the Premises by Tenant. Landlord, at Landlord's sole cost and expense and not as a deduction or offset from the amount of Landlord's Contribution or as part of Operating Expenses, shall be responsible for Tenant’s occupancy or to pay for or construct any improvements to the Premises except ensuring that, as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon of the Commencement Date, the Base Building Work (including the roof and the Premises will be all Building Systems) is in material good working condition and repair, free from any known code violations and in compliance with all Applicable Laws Requirements. In addition, in accordance with the terms and provisions of Section 6.1 below, Landlord shall be responsible for the correction of any latent or patent defects in the Landlord Repair Areas (in each case, without regard for as hereinafter defined) at any time during this Term of the Finish WorkLease or any extension thereof. Landlord agrees to exercise commercially reasonable efforts to enforce any and all construction, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building design and materials warranties obtained by Landlord with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution ("Construction Warranties"). No provision of this Lease and taking of possession of the Premises Article 4 shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its diminish Landlord's obligations pursuant to under Section 8.1, 6.1 below.

Condition of the Premises. Tenant acknowledges thatthat it is presently in possession of the Current Premises, it is fully aware of the condition of the Current Premises, and except as expressly set forth provided in Exhibit B attached hereto, Landlord shall not be obligated to refurbish or improve the Current Premises or the New Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Current Premises or the New Premises in conjunction with this LeaseAmendment, and Tenant hereby accepts the Premises “AS-IS”. Tenant further acknowledges that except as expressly provided in the Lease or this Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to regarding the condition of the Premises, the improvements, refurbishments, or alterations therein, or the Building or the Property, Project or with respect to the functionality thereof or the suitability of any of the foregoing for the conduct of Xxxxxx’s business and that all representations and warranties of Landlord, if any, are as set forth in the Lease and this Amendment. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Amendment neither the Current Premises, nor the New Premises, nor the Building, nor the Project has undergone inspection by a Certified Access Specialist. Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the following: “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.” Therefore and notwithstanding anything to the contrary contained in the Amended Lease, Landlord and Tenant agree that (a) Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the applicable construction-related accessibility standards under California law, (b) the parties shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) Tenant shall be solely responsible for the cost of any repairs necessary to correct violations of construction-related accessibility standards within the Premises, the Building Building, or the Property for the conduct of Tenant’s businessProject identified by any such CASp inspection. Tenant acknowledges that shall reimburse Landlord upon demand, as Additional Rent, for any cost to Landlord of performing such alterations and repairs; provided, however, unless such repair or alterations relate solely to other alterations to the Premises which Tenant is obligated to, or elects to, remove upon the expiration or earlier termination of the Amended Lease (in which case Tenant shall simultaneously also remove any CASp-identified alterations and repairs), Tenant shall have no obligation to alter, repair remove any repairs or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations alterations made pursuant to Section 8.1, belowa CASp inspection under this Section.

Condition of the Premises. Tenant (a) The Lessee hereby acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord that it has made not relied upon any representation or warranty with respect statement of the Port Authority or its Commissioners, officers, employees or agents as to the condition of the Premisespremises, or its fitness for use as a multi-fuel vehicle service station. The Lessee, prior to the execution of this Agreement, has thoroughly examined the premises and determined them to be suitable for the Lessee's operation hereunder and the Lessee hereby agrees to take the premises in the condition they are in as of the commencement of the term of the letting hereunder and to assume all responsibility for any and all risks, costs and expenses of any kind whatsoever caused by, arising out of or in connection with, the Building condition of the premises whether any aspect of such condition existed prior to, on or after the Propertyeffective date of the letting of the premises hereunder including without limitation all Environmental Requirements and Environmental Damages, and to indemnify and hold harmless the Port Authority for all such risks, requirements, costs and expenses. Without limiting any obligation of the Lessee to commence operations hereunder at the time and in the manner stated elsewhere in this Agreement, the Lessee agrees that no portion of the premises will be used initially or at any time during the letting which is in a condition unsafe or improper for the conduct of the Lessee's operations hereunder so that there is possibility of injury or damage to life or property. It is hereby understood and agreed that whenever reference is made in this Lease to the condition of the premises as of the commencement of the term thereof, the same shall be deemed to mean (b) All the obligations of the Lessee under this Section with respect to the suitability of responsibilities, risks, costs and expenses assumed by the Premises, Lessee shall survive the Building expiration or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution termination of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowAgreement.

Condition of the Premises. Tenant acknowledges thathereby agrees to accept the Premises in their existing “AS-IS”, except as expressly set forth in this Lease“WHERE-IS” and “WITH ALL FAULTS” condition, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that and Landlord shall have no obligation whatsoever to alter, repair refurbish or otherwise prepare improve the Premises for at any time; provided, however, Landlord agrees to provide Tenant with an allowance of up to (but not to exceed) $713,500 (which is equal to $5.00 per square foot of rentable area) (the “Allowance”) which Allowance may be used as a reimbursement of Tenant’s occupancy expenses paid by Tenant to third-parties in connection with the installation of Alterations (as defined in Section 8.1 of the Original Lease) to the Premises performed after the Effective Date. Any such Alterations shall be constructed in accordance with the terms and conditions of Article 8 of the Original Lease and shall be subject to Landlord’s review and approval of plans and specifications as more particularly described in the Lease. In the event Tenant desires any such reimbursement of the Allowance, Tenant shall notify Landlord of the amounts that Tenant wants reimbursed (and, if reimbursed, Tenant shall include actual copies of paid invoices reflecting amounts Tenant desires to have reimbursed) within eighteen (18) months following the Effective Date, and, notwithstanding anything herein to the contrary, if Tenant fails to so notify Landlord in writing of such amounts Tenant desires to have reimbursed within said eighteen (18) month period, Tenant shall not be entitled to any such reimbursement and all such Allowance shall belong to Landlord and Tenant shall have no rights thereto. Landlord’s payment of the Allowance, or such portion thereof as Tenant may be entitled to, shall be made within thirty (30) days after each and all of the following conditions shall have been satisfied: (a) the Alterations shall have been completed in accordance with the plans submitted to and approved by Landlord in accordance with the Lease; (b) Tenant shall have delivered to Landlord satisfactory evidence that all mechanics’ lien rights of all contractors, suppliers, subcontractors, or materialmen furnishing labor, supplies or materials in the construction or installation of the Alterations have been unconditionally waived, released, or extinguished; (c) Tenant shall have delivered to Landlord paid receipts or other written evidence satisfactorily substantiating the actual amount of the construction costs of the Alterations; and (d) Tenant shall not then be in default of any of the provisions of the Lease beyond applicable notice and cure periods. If, at any time, the amount remaining in the Allowance is insufficient to pay for any requested reimbursements or construct expenses, then Tenant shall bear the cost of any improvements excess and shall promptly pay the estimated cost of such excess to the Premises except applicable payee. If Tenant’s reimbursements are less than the Allowance, Tenant shall not receive any credit whatsoever for the difference. Except as otherwise expressly set forth in this Lease paragraph, Tenant acknowledges and agrees that any and all improvements or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything allowances required to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), performed or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1Lease, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premisesif any, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowhave been performed or satisfied.

Condition of the Premises. Section 4.1 Tenant acknowledges has examined the Premises and agrees to accept possession of the Premises in their “as is” condition on the Commencement Date, and further agrees 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 condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterperform any work, repair supply any materials, incur any expenses or otherwise make any installations in order to prepare the Premises for Tenant’s occupancy occupancy. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Premises were in good and satisfactory condition. Section 4.2 Landlord shall perform the following work at the Premises, at Landlord’s sole cost and in accordance with all Legal Requirements (“Landlord’s Work”): (a) demolish all existing improvements within the Premises, remove, encapsulate or otherwise xxxxx any asbestos-containing materials within the Premises in accordance with Legal Requirements, and provide Tenant with a New York City Department of Environmental Protection Form ACP-5 in connection therewith, and deliver the Premises in broom-clean condition, (b) construct a demising wall in a Building standard manner to pay for or construct separate the Premises from adjacent rentable space and common areas, and (c) install Building standard entrance doors of at least 5’ x 7’ with 3’ active leaf and 2’ inactive leaf to the Premises. Upon the request of Tenant, made at any time prior to Landlord’s commencement of Landlord’s Work, Landlord shall as part of Landlord’s Work demolish all improvements to the Premises except as otherwise expressly set forth in this Lease or in Building’s life safety systems within the Work Letter attached hereto as Exhibit 3.1Premises. Notwithstanding anything to the contrary contained hereinin this Lease, but subject to Landlord’s obligations set forth in Section 9.11, Landlord represents and warrants shall have no obligation to Tenant that (a) upon xxxxx, encapsulate or remove any asbestos-containing materials located in the Commencement DateBuilding’s core or perimeter, the Building behind perimeter heating units or in shafts, columns, beams or wet stacks, and the Premises will work, if any, to be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants performed by Landlord in the Building Building’s core or perimeter, in shafts, columns, beams or wet stacks pursuant to this Section 4.2 shall not require such abatement, encapsulation or removal in order for an ACP-5 Certificate to be issued with respect to their tenant improvements); the Premises. Without limitation of the provisions of Section 2.3, Landlord agrees to use commercially reasonable efforts to complete Landlord’s Work within thirty (b30) Landlord has full power days after the execution and authority to enter into delivery of this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving Tenant. Section 4.3 Landlord acknowledges that Tenant intends to perform certain Alterations, including the Alterations described in Exhibit D attached hereto and made a part hereof, in order to prepare the Premises including electricalfor its occupancy, HVAC, plumbing and other utility systems which alterations shall be in good working order satisfactory to Landlord and condition. Subject to shall comply with applicable Legal Requirements (the foregoing and “Initial Alterations”). Section 4.4 Upon the request of Tenant, Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, at Tenant’s execution of this Lease cost and taking of possession expense, shall join in any applications for any permits, approvals or certificates from any Governmental Authority required to be obtained by Tenant, and shall sign such applications reasonably promptly after request by Tenant (provided that (i) the provisions of the Premises applicable Legal Requirement shall conclusively establish require that the PremisesLandlord join in such application, the Building and the Property were at (ii) such time application is acceptable to Landlord) and shall otherwise cooperate with Tenant in goodconnection therewith, sanitary provided that Landlord shall not be obligated to incur any cost or expense, including attorneys’ fees and satisfactory condition and repair; provideddisbursements, nothing or suffer or incur any liability, in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowconnection therewith.

Condition of the Premises. Tenant acknowledges thatTenant(s) agree to: (1) keep the premises clean and sanitary and in good repair, and upon termination of the tenancy, to return the premises to Landlord in a condition identical to that which existed when Tenant(s) took occupancy, except as expressly set forth for ordinary wear and tear; (2) immediately notify Landlord of any defects or dangerous conditions in this Leaseand about the premises of which they become aware; and (3) reimburse Landlord, neither Landlord nor on demand by Landlord, for the cost of any agent of Landlord has made any representation or warranty with respect repairs to the condition Premises damage by Tenant(s) or their guests or invitees through misuse or neglect. Tenant shall receive the following prior to the move in date. Tenant shall make amenable efforts to schedule a time with Landlord to meet at the Premises in order to transfer possession of the Premises, keys, and remotes. ____ Key(s) to Premises ____ Key(s) to Mailbox ____ Key(s) to Pool ____ Key(s) to Common Areas ____ Remote(s) for Garage Door ____ Remote(s) for Security Gate If Tenant(s) re-key existing locks or opening devices, Tenant(s) shall immediately deliver copies of all keys to Landlord. Tenant(s) shall pay all costs and charges related to loss of any keys or opening devices. Tenant(s) may not remove locks, even if installed by Tenant(s). PETS: No pets, including but not limited to any animal, bird, fowl, reptile or amphibian, and no aquariums in excess of 10 gallons (collectively referred to hereafter as “Pets”), are allowed on the Building Premises without prior written consent of Landlord. Any such consent may be revoked at any time, with or without cause, by giving a 30 Day written notice. Unless written permission has been given, pets may not be brought upon the Premises, whether such pets belong to Tenant(s) or to any other person. The presence of any pets as to which written permission has not been given and is not currently in force, even if such pets are “just visiting,” shall be deemed a material and incurable breach of this Lease and shall be cause for the service of a 3 day notice terminating the tenancy. This policy does not apply to accommodation or service animals. A disabled individual who requires an animal in order to be able to use and enjoy the Premises or the PropertyProperty should contact Landlord, before bringing the animal onto the Premises, and request an accommodation to this Lease provision. All accommodation requests will be processed in accordance with applicable laws. None. ______________________________________________________, under the following conditions: __________________________________________________________________________________ LANDLORD'S ACCESS TO PREMISES: The Parties agree that upon advance reasonable notice of at least 24 hours to Tenant(s), and at least 48 hours notice to conduct an inspection of the premises, Landlord or Landlord's agents shall have the right to enter the Premises during normal business hours of Monday through Saturday from 9:00 AM to 6:00 PM for the purpose of: (1) making desired, necessary or agreed repairs, decorations, alterations, improvements, or with respect renovations to the suitability Premises, to an adjacent unit or for the benefit of the building in which the Premises is located; (2) supplying necessary or agreed services; (3) showing the unit to prospective or actual purchasers, mortgagees, tenants, workmen or contractors; or (4) for any other purposes permitted by California Civil Code Section 1954 (REPLACE BEFORE MENTIONED WITH YOUR STATE CIVIL CODE) (and any other applicable statutes or amendments which might be enacted subsequent to the execution of this Lease). Tenant(s) also agrees that if Tenant(s) denies Landlord access to the Premises when Landlord is in compliance with statutory requirements and entitled to access, any such denial of access shall be deemed a material and incurable breach of this Lease and shall entitle Landlord to serve Tenant(s) with a 3 Day Notice To Quit. In the event of an emergency (such as a fire, plumbing leak, etc), or Tenant(s)’s abandonment or surrender of the Premises, Landlord or its agents may enter the Building Premises at any time without consent or prior notice. With at least 48 hour notice, Tenant hereby grants Landlord, or Landlord agents, interior and exterior access to the Property premises, for the conduct purpose of TenantPeriodic Maintenance Inspections. Upon lease signing, Tenant grants willful consent for the following periodic inspections. 3 months from Tenant(s)’s businessmove-in date, an interior and exterior inspection of the premises will be performed. Tenant acknowledges that After which, Landlord shall have no obligation will perform an interior inspection at 12 month intervals, and an exterior inspection at 6 month intervals. If at anytime it appears Tenant(s) is not taking good care of the property, then Landlord reserves the right to alterincrease, repair or otherwise prepare both interior and exterior, inspection interval to every 3 months until such time as the Premises upkeep is brought back up to an acceptable standard. If the minimum standard of care for Tenant’s occupancy or to pay for or construct any improvements the property is not continually met, even after necessary written warnings, then a subsequent 30 Day Notice will be given to the Premises except as otherwise expressly set forth in this Lease residing Tenant(s). Refusal of these terms, either now at lease signing, or in the Work Letter attached hereto as Exhibit 3.1future during tenancy, is in direct violation of this Lease, and if currently residing in the premises will result in a 3 Day Notice to Perform Covenant. Notwithstanding anything Additionally, if these terms are not agreeable to the contrary contained hereinyou at time of signing, Landlord represents and warrants to Tenant then it is encouraged that (ayou do not sign this Lease. Tenant(s) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each casegiven the option to be present for inspections, without regard but do not have to be. Tenant does NOT wish to be present for any of the Finish Workperiodic inspections. 48 hour notice will still be given, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and but Landlord’s obligation estimated time of arrival will not be given. Tenant WISHES to repair latent defects in be present for periodic inspections. If Tenant(s) prefer to be present, then Landlord will make every reasonable attempt to make it so, by giving Tenant(s) an agreed upon expected window time of Landlord’s arrival. If Tenant(s) is a no-show during the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1window time, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that then Landlord may enter without Tenant(s) presence. SIGNS: Tenant authorizes Landlord to place FOR SALE/LEASE signs on the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Condition of the Premises. Tenant acknowledges that, except Except as expressly specifically set forth in this LeaseLease and in the Work Letters, neither and subject to Landlord’s obligations set forth in this Lease and in the Work Letters, Tenant shall occupy the Premises and accept the Building, including the base, shell, and core of the Premises (the “Base, Shell, and Core”) in their “AS-IS” condition as of the date of this Lease and Landlord nor shall not be obligated to provide or pay for any agent improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made any no representation or warranty with respect to regarding the condition of the Premises, the Building Retail Area or the PropertyReal Property except as specifically set forth in this Lease and the Work Letter. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Lease neither the Premises nor the Retail Area has undergone inspection by a Certified Access Specialist. Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the following: “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 with respect 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.” Therefore and notwithstanding anything to the suitability contrary contained in this Lease, Landlord and Tenant agree that (a) Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the Premisesapplicable construction-related accessibility standards under California law, (b) the Building or parties shall mutually coordinate and reasonably approve of the Property for the conduct timing of Tenant’s business. Tenant acknowledges any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) the cost of any repairs necessary to correct violations of construction-related accessibility standards within the Premises shall be performed by Landlord or Tenant, as determined by remaining provisions of this Lease and Work Letter, and, any and all such alterations and repairs to be performed by Tenant shall performed in accordance with Article 8 of this Lease; provided Tenant shall have no obligation to alter, repair remove any repairs or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations alterations made pursuant to a CASp inspection under this Section 8.1, below1.2.

Condition of the Premises. (a) The Premises are being leased in their condition AS IS WITHOUT REPRESENTATION OR WARRANTY by Landlord, as of the Commencement Date. Except as provided herein, Landlord shall not be required to perform any work in or to the Premises or the common areas of the Building to prepare the same for Xxxxxx’s occupancy, nor shall Landlord he required to make any allowance or contribution toward the cost of any such work. Tenant acknowledges thatthat it has thoroughly inspected the Premises and common areas of the Building and has found the same satisfactory for Tenant’s intended uses. Between the date hereof and the Commencement Date, except Tenant will he occupying the Premises as expressly set forth in a sublessee under the existing Tenant. Notwithstanding the foregoing, promptly upon the full execution and delivery of this Lease, neither and Xxxxxxxx’s receipt of the first month’s Basic Rent and any security deposit (the “Work Conditions”), Landlord nor any agent will undertake to (i) patch and paint the walls of the Premises as reasonably necessary, and (ii) shampoo the existing carpeting (“Landlord’s Work”). Xxxxxxxx will perform the same in a good and workmanlike and use reasonable effort to complete Landlord’s Work within fifteen (15) days after satisfaction of the Work Conditions. Landlord has further represents that, as of the Commencement Date, the electrical and mechanical systems and equipment serving the Premises will be in good working condition. (b) Notwithstanding the foregoing, the furniture (the “Furniture”) identified in Schedule “Furniture,” annexed hereto and made any a part hereof, and which is currently located in the Premises, shall remain in the Premises for Tenant’s use throughout the Term. Landlord makes no representation or warranty with respect to regarding the condition of the PremisesFurniture, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord and shall have no obligation to altermake any repairs or incur any costs with respect thereto. Tenant shall keep the Furniture in good repair and condition (reasonable wear and tear excepted) and he responsible for any necessary replacements and, repair or otherwise prepare at Landlord’s option, shall surrender the same with the Premises for Tenant’s occupancy at the expiration or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution earlier termination of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowLease.

Condition of the Premises. Tenant acknowledges that(a) HFC makes no warranty or representation to Licensee of any kind, except as expressly set forth in this Leaseexpress or implied, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to regarding the suitability of the Facility, or any portion thereof, as built, for any aspect of the use Licensee expects or intends to make of the Facility, including the Premises. The Premises is offered by HFC and accepted by Licensee in its current condition, the Building or the Property for the conduct of Tenant’s businesson an "AS IS" basis. Tenant acknowledges Licensee agrees that Landlord shall have no obligation to alter, repair or otherwise prepare it has examined the Premises for Tenant’s occupancy or to pay for or construct any improvements to and is satisfied with the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1condition, fitness and order thereof. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish be conclusive that the Premises were in good repair and in satisfactory condition, fitness and order when such use commenced. LICENSEE FURTHER AGREES THAT THE PREMISES SHALL BE DELIVERED BY HFC TO LICENSEE "AS IS", "WHERE IS" AND "WITH ANY AND ALL FAULTS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS FOR THE USE THEREOF FOR ANY PARTICULAR PURPOSE. (b) Upon reasonable notice, either party shall be entitled to request a mutual inspection of the Premises before and/or after the License Period, together with an inspection report signed by each party. (c) At the end of the License Period, the Premises shall be vacated and surrendered up to HFC in the same condition found before the commencement of the License Period, excepting damage due to ordinary wear and tear, the elements, Force Majeure, or any other cause not occasioned by a negligent or intentional act or failure to act of Licensee or an agent, employee, contractor or invitee of Licensee. Licensee shall promptly pay the cost of repairing damage or injury to the Premises, including its fixtures and furnishings. (d) Should Licensee fail to vacate and surrender the Building Premises at the end of the License Period, Licensee shall pay to HFC as liquidated damages and not as a penalty (both parties hereto agreeing that damages from such a holding over are difficult to ascertain) for each day or portion thereof during which all or part the Property were Premises are not vacated and surrendered an amount equal to 150% of the license fee listed on the then-current rate sheet for use and occupancy for that portion of the Premises that has not been vacated and surrendered. Further, HFC may remove and store all goods and chattels at the sole expense of Licensee and may dispose of any such time in goodproperty if, sanitary after the expiration of five calendar days, Licensee has failed to remove the property from the possession of HFC. HFC shall not be liable to Licensee on account of so removing, storing, or disposing of any property as provided by this Section, and satisfactory condition Licensee shall save and repair; provided, nothing in this sentence relieves Landlord hold HFC harmless from any liability from another licensee who is prevented from occupying their licensed portion of its obligations pursuant the Facility due to Section 8.1, belowthe holding over of Licensee.

Condition of the Premises. Landlord warrants that the Building's basic plumbing, mechanical, heating, ventilating, air conditioning and electrical systems (collectively, the "Operating Systems") are in good working order commencing on the Lease Commencement Date and continuing for ninety (90) days after the Lease Commencement Date (the "Warranty Period"); provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the acts or omissions of Tenant acknowledges thatand/or of Tenant's representatives, except agents, contractors and/or employees. As Landlord's sole obligation and as expressly Tenant's sole remedy for Landlord's breach of this warranty, Tenant shall have the right to cause Landlord to repair the defective Operating Systems (subject to the limitations set forth herein) at Landlord's sole cost and expense (without inclusion of that cost or expense in Operating Expenses for purposes of this Lease); provided, however, Tenant shall have given Landlord written notice setting forth with specificity the nature and extent of such malfunction within such Warranty Period. If Tenant does not give Landlord the required notice within said Warranty Period, correction of any such malfunction shall be the obligation of the party responsible to maintain such malfunction as provided in this Lease. Except as specifically set forth in this LeaseLease and in the Tenant Work Letter attached hereto as Exhibit B (the "Tenant Work Letter"), neither Tenant shall accept the Premises and the Building, including the base, shell, and core of (i) the Premises and (ii) the floor of the Building on which the Premises is located (collectively, the "Base, Shell, and Core") in their "AS-IS" condition as of the Lease Commencement Date and Landlord nor shall not be obligated to provide or pay for any agent improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made any no representation or warranty with respect to regarding the condition of the Premises, the Building or the Property, Project or with respect to the suitability of any of the Premises, the Building or the Property foregoing for the conduct of Tenant’s 's business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly specifically set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and conditionTenant Work Letter. Subject to the foregoing Warranty Period and Landlord’s obligation to repair latent defects any punch list items as provided in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1Letter, Tenant’s execution of this Lease and the taking of possession of the Premises by Tenant shall conclusively establish that the Premises, Premises and the Building and the Property were at such time in goodgood and sanitary order, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.