Common use of Delivery of the Premises Clause in Contracts

Delivery of the Premises. (a) Landlord shall deliver possession of the Premises to Tenant for the purpose of completing the work described in Paragraph 4(b) hereof on the date of this Lease in compliance with the applicable building code, but otherwise in its "AS IS, WHERE IS" condition, except for Landlord's obligation to complete the work described on Exhibit "C" attached hereto (the "Landlord's Work"), and Landlord's ongoing maintenance and repair obligations set forth in this Lease. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on the date of this Lease, then, at the option of Tenant (1) the Commencement Date and the Expiration Date hereunder shall be postponed for the same period as the delay after the date of this Lease that Landlord is delayed in delivering possession to Tenant, or (2) this Lease shall be void. Tenant must elect which of those two (2) options it wishes to have apply by written notice to Landlord given within one (1) business day after the date of this Lease. If Tenant fails to timely notify Landlord of its election, then the option described in clause (1) shall apply. (b) Tenant will complete the tenant improvements within the Premises as described in and in accordance with Exhibit "D" (the "Tenant Improvements") in a good and workmanlike manner, in compliance with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act of 1990 (as amended) (collectively, the "Legal Requirements") and free of all construction liens and claims. All materials used by Tenant shall be new or like new. Tenant shall be responsible for obtaining all certificates of occupancy for the Premises and Landlord shall reasonably cooperate with Tenant in obtaining any such certificate at no out-of-pocket expense to Landlord. (c) By taking possession of the Premises on or following the date of this Lease, Tenant shall be deemed to have accepted the Premises as being in good and satisfactory order, condition and repair for the use intended under this Lease, except for the completion of Landlord's Work. Tenant shall, at Tenant's sole cost and expense, keep the Premises and every part thereof in good condition and repair, excepting damage thereto from fire or other casualty and ordinary wear and tear, condemnation, and from the negligence or misconduct of other tenants or of Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as otherwise expressly provided herein or agreed upon in writing by Landlord, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises, the Building or the Property except as specifically herein set forth in writing.

Delivery of the Premises. Not later than two (a2) Business Days after the Date of this Lease, Landlord shall deliver possession the second floor of the Building and so much of the first floor of the Building, excluding common areas, as is not subject to the lease held by EKA Chemicals, Inc. (the “EKA Lease”) to Tenant and thereafter Tenant and its contractors shall have access to such portion of the Premises delivered to Tenant for the purpose purposes of completing performing Tenant’s Work (as defined in Section 3.3), installing furniture, fixtures and telecommunications equipment and otherwise preparing such portion of the work described Premises for Tenant’s occupancy. Landlord represents that the EKA Lease is scheduled to terminate on January 31, 2013 and Landlord shall deliver the space in Paragraph 4(b) hereof on the date of this Building subject to the EKA Lease in compliance with the applicable building code, but otherwise in its "AS IS, WHERE IS" condition, except for Landlord's obligation to complete the work described on Exhibit "C" attached hereto (the "Landlord's Work"), “EKA Space”) and Landlord's ongoing maintenance and repair obligations set forth in this Lease. If Landlord, for any reason whatsoever, cannot deliver possession the exterior portions of the Premises to Tenant on February 1, 2013 or as soon thereafter as Landlord obtains possession of the EKA Space (such date of delivery, the “Balance Delivery Date”) and thereafter Tenant shall have access to the entire Premises for the foregoing purposes. From the date any portion of the Premises is delivered to Tenant, all obligations of Tenant under this Lease shall apply to such portion of the Premises as if the Commencement Date had occurred and such portion of the Premises (together with any other portion(s) of the Premises previously delivered to Tenant) were the Premises demised hereunder, except that Tenant shall have no obligation to pay any Annual Fixed Rent until the Commencement Date. Notwithstanding that the term of this Lease shall not commence until the Commencement Date, commencing on the Date of this Lease, then, at the option of Tenant (1) the Commencement Date and the Expiration Date hereunder shall be postponed for the same period as the delay after the date of this Lease that Landlord is delayed in delivering possession to Tenant, or (2) this Lease shall be void. Tenant must elect which of those two (2) options it wishes to have apply by written notice to Landlord given within one (1) business day after the date of this Lease. If Tenant fails to timely notify Landlord of its election, then the option described in clause (1) shall apply. (b) Tenant will complete the tenant improvements within the Premises as described in and in accordance with Exhibit "D" (the "Tenant Improvements") in a good and workmanlike manner, in compliance with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act of 1990 (as amended) (collectively, the "Legal Requirements") and free of all construction liens and claims. All materials used by Tenant shall be new or like new. Tenant shall be responsible for obtaining all certificates of occupancy for the Premises and Landlord shall reasonably cooperate with Tenant in obtaining any such certificate at no out-of-pocket expense furnish electricity and water to Landlord. (cthe portion(s) By taking possession of the Premises on delivered to Tenant and Tenant shall have reasonable access to the parking lots (subject to Section 5.5) and to any areas within the Building that, prior to the Balance Delivery Date, constitute common areas of the Building, to the extent such access is reasonably required for Tenant to perform Tenant’s Work or following otherwise prepare the date Premises for Tenant’s occupancy. No portion of this Lease, Tenant the Building shall be deemed to have accepted part of the Premises as being in good and satisfactory order, condition and repair for the use intended under this Lease, except for the completion of Landlord's Work. Tenant shall, at until it has been delivered to Tenant's sole cost and expense, keep the Premises and every part thereof in good condition and repair, excepting damage thereto from fire or other casualty and ordinary wear and tear, condemnation, and from the negligence or misconduct of other tenants or of Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as otherwise expressly provided herein or agreed upon in writing by Landlord, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises, the Building or the Property except as specifically herein set forth in writing.

Delivery of the Premises. (a) Landlord A. The Lessor undertakes that it shall deliver be possible, with effect from 15 May 1997, to carry out the work which is detailed in the specification Annex E attached to this agreement and which constitutes an integral part thereof. Should the Lessee apply to make alterations and/or to make any other renovations to the Premises, he undertakes to submit, in advance, for approval by the Lessor, any plans for carrying out the aforesaid alterations and/or renovations. Implementation of the alterations and/or renovations to the Premises shall require the prior written approval of the Lessor, and shall be effected in coordination with the Lessor and/or the management company representing it. As to the work detailed in the specifications, Annex E of this agreement, the provisions of Annex F of this agreement, attached to this agreement as an integral part thereof, shall apply. B. The Lessee declares that he is aware of and agrees that the Lessor shall be entitled to effect changes to the building plans, at his sole discretion, and without any need for the Lessee's approval, changes in the building plans including the construction of additions and additional floors to the building at any time, as well as after the date of delivery, to make in the building or any part thereof or in the plot any use of and/or any changes in the existing use and/or change in designation and any construction work, any changes and development, at his absolute discretion, without restriction and or need to obtain the consent of the Lessee thereto provided that the Lessee's rights, in accordance with this agreement, shall not be adversely affected. C. The Lessee declares that he is aware that completion of the building construction, completion of the interior finishes, within the other areas of the building, and work on development of the plot, shall continue beyond the date fixed for handing over the Premises to the Lessee, and he shall have no claims and/or demands and/or action against the Lessor by reason thereof. The Lessor undertakes to ensure that in the aforementioned construction work every effort shall be made to cause the least possible inconvenience and disturbance to the Lessee. D. At the time of handing over possession of the Premises to Tenant for by the purpose Lessor, the parties shall prepare a minute of completing the work described in Paragraph 4(b) hereof on the date of this Lease in compliance with the applicable building codesuch delivery, but otherwise in its "AS IS, WHERE IS" condition, except for Landlord's obligation to complete the work described on Exhibit "C" attached hereto (the "Landlord's Work"), and Landlord's ongoing maintenance and repair obligations set forth in this Lease. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant on the date of this Lease, then, at the option of Tenant (1) the Commencement Date and the Expiration Date hereunder which shall be postponed for signed by the same period as the delay after the date representatives of this Lease that Landlord is delayed in delivering possession to Tenant, or (2) this Lease both parties. The Lessee shall be void. Tenant must elect which precluded from making any claims, of those two (2) options it wishes to have apply by written notice to Landlord given within one (1) business day after the date of this Lease. If Tenant fails to timely notify Landlord of its election, then the option described in clause (1) shall apply. (b) Tenant will complete the tenant improvements within the Premises as described in and in accordance with Exhibit "D" (the "Tenant Improvements") in a good and workmanlike mannerany kind, in compliance connection with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act of 1990 (as amended) (collectively, the "Legal Requirements") and free of all construction liens and claims. All materials used by Tenant shall be new or like new. Tenant shall be responsible for obtaining all certificates of occupancy for the Premises and Landlord shall reasonably cooperate with Tenant in obtaining any such certificate at no out-of-pocket expense to Landlord. (c) By taking possession of the Premises on or following the date of this Lease, Tenant shall be deemed to have accepted the Premises as being in good and satisfactory order, condition and repair for the use intended under this Lease, except for the completion of Landlord's Work. Tenant shall, at Tenant's sole cost and expense, keep the Premises and every part thereof in good condition and repair, excepting damage thereto from fire or other casualty and ordinary wear and tear, condemnation, and from the negligence or misconduct of other tenants or of Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or with respect to any part thereof except defects which may have been discovered therein, beyond any claim relating to those defects as otherwise expressly provided herein or agreed upon specified in writing by Landlordthe minute of delivery, and other than latent defects. E. Should additional areas in the building become available to the Lessor for letting, the Lessee shall be given preference in the letting of such aforesaid areas. Should the Lessee be interested in leasing the aforementioned areas, the parties hereto affirm that Landlord has made no representations shall conduct negotiations during a period of 30 days. Should they fail to Tenant respecting reach agreement within the condition of the Premisesaforesaid 30 day period, the Building or the Property except as specifically herein set forth in writingLessor shall be entitled to let such areas to another Lessee.

Delivery of the Premises. (a) Upon completion of Landlord’s Delivery Work, the parties shall jointly inspect the Premises. If any defects in Landlord’s Delivery Work exist at the time of such inspection, Tenant shall notify Landlord thereof in writing upon its inspection of the Premises and Landlord shall deliver possession correct such defects; provided, however, that Delivery of the Premises to Tenant for shall be delayed only if the purpose existence of completing any such defects would materially adversely affect Tenant’s occupancy of the work described Premises, in Paragraph 4(b) hereof on which case the date of this Lease in compliance with Delivery of the applicable building code, but otherwise in its "AS IS, WHERE IS" condition, except for Landlord's obligation to complete Premises shall be the work described on Exhibit "C" attached hereto (the "Landlord's Work"), date upon which Landlord notifies Tenant that such defects have been substantially corrected. Upon inspection and Landlord's ongoing maintenance and repair obligations set forth in this Lease. If Landlord, for any reason whatsoever, cannot deliver possession Delivery of the Premises to Tenant on the date of this Lease, then, at the option of Tenant (1) the Commencement Date and the Expiration Date hereunder shall be postponed for the same period as the delay after the date of this Lease that Landlord is delayed in delivering possession to Tenant, or (2) this Lease Tenant shall be void. Tenant must elect which at Landlord’s request sign a written statement acknowledging Tenant’s inspection and acceptance of those two (2) options it wishes to have apply by written notice to Landlord given within one (1) business day after the date of this LeasePremises. If Tenant fails shall fail to timely notify contact Landlord of its election, then the option described in clause (1) shall apply. (b) Tenant will complete the tenant improvements within and inspect the Premises as described in and in accordance with Exhibit "D" within five (the "Tenant Improvements"5) in a good and workmanlike mannerdays after notice from Landlord that Landlord’s Delivery Work has been substantially completed, in compliance with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act of 1990 (as amended) (collectively, the "Legal Requirements") and free of all construction liens and claims. All materials used by Tenant Landlord’s notice shall be new or like new. Tenant shall be responsible for obtaining all certificates of occupancy for the Premises conclusive and Landlord shall reasonably cooperate with Tenant in obtaining any such certificate at no out-of-pocket expense to Landlord. (c) By taking possession binding and Delivery of the Premises on or following the date of this Lease, Tenant shall be deemed to have accepted occurred on the Premises last day of the five-day period. If a dispute shall arise between Landlord and Tenant as being in good and satisfactory order, condition and repair for the use intended under this Lease, except for to the completion of any of Landlord's ’s Work, the certificate of Landlord’s architect shall be binding and conclusive upon all parties. Notwithstanding the foregoing, unless otherwise agreed to, if Tenant shall, at shall begin Tenant's sole cost and expense, keep ’s Work or shall otherwise occupy the Premises and every part thereof in good condition and repairprior to substantial completion of Landlord’s Delivery Work, excepting damage thereto from fire Delivery of the Premises shall be deemed to have been the date of such commencement of Tenant’s Work or other casualty and ordinary wear and tear, condemnation, and from the negligence or misconduct of other tenants or of Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as otherwise expressly provided herein or agreed upon in writing by Landlord, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition occupancy of the Premises, the Building or the Property except as specifically herein set forth in writing.

Delivery of the Premises. (a) Subject to the provisions of Section 4.2, Landlord shall deliver possession of the Premises to Tenant for with the purpose of completing the work described Landlord’s Work Substantially Complete as defined in Paragraph 4(b) hereof on the date Section 3.1 of this Lease Facility Lease, and in good condition and repair (“Delivery Date”). Landlord further warrants that the Premises as constructed in accordance with the Plans and Specifications, as of the Delivery Date, are in compliance with all Laws (as defined in Section 6.1). In the applicable building codeevent of any breach of the foregoing warranty, Landlord shall promptly cure such breach upon notice by Tenant. At the closing of the assignment of the Lease to CFPF by Landlord, Landlord will assign the rights to enforce the warranty issued by the General Contractor and all sub-contractor, material and equipment warranties (“Contractor Warranties”) to Tenant who shall have the right to enforce the Contractor Warranties. On the Rent Commencement Date, Landlord shall assign to Tenant the right to enforce such warranties pursuant to a form of assignment that provides for Landlord to retain the right to enforce warranties directly in addition to, but otherwise not in its "AS ISsubstitute of, WHERE IS" condition, except for Landlord's obligation to complete the work described on Exhibit "C" attached hereto (the "Landlord's Work"), and Landlord's ongoing maintenance and repair obligations set forth in this LeaseTenant. If Landlord fails to Substantially Complete the Landlord, for any reason whatsoever, cannot ’s Work and deliver possession of the Premises to Tenant on or before the date of this Lease, then, at the option of Tenant that is eighteen (118) months from the Commencement Date and Date, Tenant shall have the Expiration Date hereunder shall be postponed for the same period as the delay after the date of right to terminate this Lease that Landlord is delayed in delivering possession to Tenant, or upon thirty (230) this Lease shall be void. Tenant must elect which of those two (2) options it wishes to have apply by days’ prior written notice to Landlord; provided that the time for Landlord given within one (1) business day after the date of this Lease. If Tenant fails to timely notify Landlord of its election, then the option described in clause (1) shall apply. (b) Tenant will complete the tenant improvements within the Premises as described in and in accordance with Exhibit "D" (the "Tenant Improvements") in a good and workmanlike manner, in compliance with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act of 1990 (as amended) (collectively, the "Legal Requirements") and free of all construction liens and claims. All materials used by Tenant perform shall be new or like new. Tenant shall be responsible for obtaining all certificates of occupancy for the Premises and Landlord shall reasonably cooperate with Tenant in obtaining extended by any such certificate at no out-of-pocket expense to Landlord. (c) By taking possession of the Premises on or following the date of this Lease, Tenant shall be deemed to have accepted the Premises Force Majeure events as being in good and satisfactory order, condition and repair for the use intended under this Lease, except for the completion of Landlord's Work. Tenant shall, at Tenant's sole cost and expense, keep the Premises and every part thereof in good condition and repair, excepting damage thereto from fire or other casualty and ordinary wear and tear, condemnation, and from the negligence or misconduct of other tenants or of Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as otherwise expressly provided herein or agreed upon in writing by Landlord, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises, the Building or the Property except as specifically herein set forth in writing.Section 39.9. DRAFT

Delivery of the Premises. (a) Upon completion of Landlord’s Work, the parties shall jointly inspect the Premises. If any defects in Landlord’s Work exist at the time of such inspection, Tenant shall notify Landlord shall deliver possession thereof in writing of such defects in accordance with the Punchlist Items list below; provided, however, that Delivery of the Premises to Tenant for shall be delayed only if the purpose existence of completing any such defects would materially adversely affect Tenant’s occupancy of the work described Premises, in Paragraph 4(b) hereof on which case the date of this Lease Delivery of the Premises shall be the date upon which Landlord notifies Tenant that such defects have been substantially corrected. Tenant shall notify Landlord of any defects in compliance the condition of the Premises which are inconsistent with landlord’s delivery obligations (“Punchlist Items”) that do not impair Tenant’s ability to utilize the Premises for the purposes permitted hereunder within thirty (30) days after Tenant takes possession of the Premises, which Punchlist Items shall be repaired or corrected by Landlord, at Landlord’s sole cost and expense, no later than thirty (30) days after notice thereof (with the applicable building codeCommencement Date delayed day-for-day for any repairs or corrections that exceed such 30-day period). Landlord makes no representation or warranty as to the nature, but otherwise in its "AS ISquality, WHERE IS" conditionor suitability for Tenant’s business of the Tenant Improvements, except for Landlord's obligation to complete the work described on Exhibit "C" attached hereto (Project, the "Landlord's Work")Building, or the Premises, and Landlord's ongoing maintenance Tenant shall have no rights against Landlord by reason of such matters or any claimed deficiencies therein. Notwithstanding the foregoing or anything to the contrary contained herein, Landlord shall, at its sole cost and repair obligations expense (and as not part of Operating Expenses, other than as set forth in this Lease. If LandlordSection 8.4 herein) and throughout the initial Term and any option term (if applicable), for repair any reason whatsoever, cannot deliver possession structural and/or latent design or construction defects in the original construction of the Premises to Tenant on the date Project of this Lease, then, at the option of Tenant (1) the Commencement Date and the Expiration Date hereunder shall be postponed for the same period as the delay after the date of this Lease which Landlord has notice or that Landlord is delayed in delivering possession to Tenant, or (2) this Lease shall be void. Tenant must elect which of those two (2) options it wishes to have apply by written notice to Landlord given within one (1) business day after the date of this Leasediscovers. If Tenant fails shall fail to timely notify provide Landlord with a list of its election, then the option described in clause (1) shall apply. (b) Tenant will complete the tenant improvements Punchlist Items within the Premises as described in and in accordance with Exhibit "D" (the "Tenant Improvements") in a good and workmanlike mannerperiod set forth above, in Landlord’s compliance with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act of 1990 (as amended) (collectively, the "Legal Requirements") and free of all construction liens and claims. All materials used by Tenant shall be new or like new. Tenant shall be responsible for obtaining all certificates of occupancy for the Premises and Landlord shall reasonably cooperate with Tenant in obtaining any such certificate at no out-of-pocket expense to Landlord. (c) By taking possession of the Premises on or following the date of this Lease, Tenant its delivery obligations shall be deemed to have accepted been satisfied on the date the Delivery of the Premises as being in good and satisfactory order, condition and repair for the use intended under this Lease, except for the completion of Landlord's Work. Tenant shall, at Tenant's sole cost and expense, keep the Premises and every part thereof in good condition and repair, excepting damage thereto from fire or other casualty and ordinary wear and tear, condemnation, and from the negligence or misconduct of other tenants or of Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as otherwise expressly provided herein or agreed upon in writing by Landlord, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises, the Building or the Property except as specifically herein set forth in writingoccurred.

Delivery of the Premises. (a) Landlord shall deliver possession of the Premises to and Tenant for the purpose of completing the work described in Paragraph 4(b) hereof acknowledge that on the date of this Lease in compliance with is fully executed and delivered, the applicable building code, but otherwise in its "AS IS, WHERE IS" condition, except for Landlord's obligation to complete the work described on Exhibit "C" attached hereto Premises are occupied by one or more third-parties (the "Landlord's Work"a “Prior Occupant”), and Landlord's ongoing maintenance that if the Prior Occupant does not physically vacate and repair obligations set forth in this Lease. If Landlordsurrender the Premises when lawfully required, for any reason whatsoever, cannot Landlord shall be unable to deliver possession of the Premises to Tenant on the target date of this LeaseMay 1, then2014 (the “Target Date”). In such event, at other than as set forth in Section 4.3 below, Landlord shall have no liability if Landlord does not deliver the option Premises to Tenant on the Target Date provided that Landlord uses reasonable good faith efforts (including the commencement of litigation) to deliver the Premises to Tenant (1) the Commencement Date and the Expiration Date hereunder shall be postponed for the same period as the delay soon after the date of this Lease that Target Date, as Landlord is delayed reasonably able to do so. Nothing herein contained shall obligate Landlord to make any payment to the Prior Occupant in delivering order to entice the Prior Occupant to physically vacate and surrender possession to Tenant, of the Premises or (2) this Lease shall be void. Tenant must elect which of those two (2) options it wishes to have apply by written notice to Landlord given within one (1) business day after the date of this Lease. If Tenant fails to timely notify Landlord of its election, then the option described in clause (1) shall applyany portion thereof. (b) If the Delivery Date occurs on or after May 2, 2014, as Tenant’s sole remedy (in addition to the delay of the Commencement Date and if applicable, Landlord’s payment under clause (c) below) Landlord shall pay Tenant will complete for each such day from and after May 2, 2014 through the tenant improvements within earlier of May 12, 2014 or the Premises as described Delivery Date, the lesser of the Incremental Relocation Costs incurred by Tenant or $3,200.00 in and in accordance with Exhibit "D" (order to offset the "delay costs incurred by Tenant Improvements") in a good and workmanlike manner, in compliance with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act costs of 1990 (as amended) (collectively, the "Legal Requirements") project manager and free any other third party personnel required to be paid during the period of all construction liens and claimssuch delay. All materials used by Tenant Such payment shall be new or like new. made within thirty (30) days after Tenant delivers to Landlord written request therefor (such request shall be responsible for obtaining all certificates accompanied by reasonable evidence of occupancy for the Premises and Landlord shall reasonably cooperate with Tenant in obtaining any such certificate at no out-of-pocket expense to Landlorddelay costs incurred by Tenant). (c) By taking possession of the Premises on or following the date of this Lease, Tenant shall be deemed to have accepted the Premises as being in good and satisfactory order, condition and repair for the use intended under this Lease, except for the completion of Landlord's Work. Tenant shall, at Tenant's sole cost and expense, keep the Premises and every part thereof in good condition and repair, excepting damage thereto from fire or other casualty and ordinary wear and tear, condemnation, and from the negligence or misconduct of other tenants or of Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as otherwise expressly provided herein or agreed upon in writing by Landlord, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises, the Building or the Property except as specifically herein set forth in writing.

Delivery of the Premises. (a) Upon completion of Landlord's Delivery Work, the parties shall jointly inspect the Premises. If any defects in Landlord's Delivery Work exist at the time of such inspection, Tenant shall notify Landlord thereof in writing upon its inspection of the Premises and Landlord shall deliver possession correct such defects; provided, however, that Delivery of the Premises to Tenant shall be delayed only if the existence of any such defects would materially adversely affect Tenant's occupancy of the Premises for construction of the purpose of completing the work described Additional Improvements, in Paragraph 4(b) hereof on which case the date of this Lease in compliance with Delivery of the applicable building code, but otherwise in its "AS IS, WHERE IS" condition, except for Landlord's obligation to complete Premises shall be the work described on Exhibit "C" attached hereto (the "Landlord's Work"), date upon which Landlord notifies Tenant that such defects have been substantially corrected. Upon inspection and Landlord's ongoing maintenance and repair obligations set forth in this Lease. If Landlord, for any reason whatsoever, cannot deliver possession Delivery of the Premises to Tenant on the date of this Lease, then, at the option of Tenant (1) the Commencement Date and the Expiration Date hereunder shall be postponed for the same period as the delay after the date of this Lease that Landlord is delayed in delivering possession to Tenant, Tenant shall at Landlord's request sign a written statement acknowledging Tenant's inspection and acceptance of the Premises, subject to latent defects and other defects or (2) this Lease shall be void. Tenant must elect which of those two (2) options it wishes problems that are not susceptible to have apply by written notice to Landlord given within one (1) business day after the date of this Leasediscovery upon cursory inspection. If Tenant fails shall fail to timely notify contact Landlord of its election, then the option described in clause (1) shall apply. (b) Tenant will complete the tenant improvements within and inspect the Premises as described in and in accordance with Exhibit "D" within five (the "Tenant Improvements"5) in a good and workmanlike mannerdays after notice from Landlord, in compliance with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act of 1990 (as amended) (collectively, the "Legal Requirements") and free of all construction liens and claims. All materials used by Tenant Landlord's notice shall be new or like new. Tenant shall be responsible for obtaining all certificates of occupancy for the Premises conclusive and Landlord shall reasonably cooperate with Tenant in obtaining any such certificate at no out-of-pocket expense to Landlord. (c) By taking possession binding and Delivery of the Premises on or following the date of this Lease, Tenant shall be deemed to have accepted occurred on the Premises last day of the five-day period. If a dispute shall arise between Landlord and Tenant as being in good and satisfactory order, condition and repair for the use intended under this Lease, except for to the completion of any of Landlord's Work. Tenant shall, at Tenant's sole cost and expense, keep the Premises and every part thereof in good condition and repair, excepting damage thereto from fire or other casualty and ordinary wear and tear, condemnation, and from the negligence or misconduct of other tenants or certificate of Landlord's architect shall be binding and conclusive upon all parties. Notwithstanding the foregoing, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as unless otherwise expressly provided herein or agreed upon in writing by Landlord, and if Tenant shall begin Tenant's Work or shall otherwise occupy the parties hereto affirm that Landlord has made no representations Premises, Delivery of the Premises shall be deemed to Tenant respecting have been the condition date of such commencement of Tenant's Work or other occupancy of the Premises, the Building or the Property except as specifically herein set forth in writing.

Delivery of the Premises. (a) Landlord and Tenant acknowledge and agree that Tenant currently occupies, and as of the date immediately preceding the Commencement Date, will occupy, the Premises pursuant to the Sublease; consequently, Landlord shall deliver possession of the Premises to Tenant for the purpose of completing the work described in Paragraph 4(b) hereof on the date of this Lease in compliance with the applicable building code, but otherwise in its "AS IS, WHERE IS" condition, except for Landlord's have no obligation to complete the work described on Exhibit "C" attached hereto (the "Landlord's Work"), and Landlord's ongoing maintenance and repair obligations set forth in this Lease. If Landlord, for any reason whatsoever, cannot physically deliver possession of the Premises to Tenant on the date of this LeaseCommencement Date; provided, thenhowever, at the option of Tenant (1) the Commencement Date and the Expiration Date hereunder Landlord shall be postponed for the same period as the delay after the date of this Lease that Landlord is delayed in delivering possession to Tenant, or (2) this Lease shall be void. Tenant must elect which of those two (2) options it wishes obligated to have apply by written notice terminated any rights of the sublessor to Landlord given within one (1) business day after the date of this Lease. If Tenant fails to timely notify Landlord of its election, then the option described in clause (1) shall apply. (b) Tenant will complete the tenant improvements within the Premises as described in and in accordance with Exhibit "D" (of the "Tenant Improvements") in a good and workmanlike manner, in compliance with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act of 1990 (as amended) (collectively, the "Legal Requirements") and free of all construction liens and claims. All materials used by Tenant shall be new or like newCommencement Date. Tenant shall be responsible for obtaining hereby waives any and all certificates of occupancy for the Premises and Landlord shall reasonably cooperate claims Tenant may have with Tenant in obtaining any such certificate at no out-of-pocket expense respect to Landlord. (c) By taking possession of the Premises on or following the date of this Lease, Tenant shall be deemed to have accepted the Premises as being in good and satisfactory order, condition and repair for the use intended under this Lease, except for the completion of Landlord's Work. Tenant shall, at Tenant's sole cost and expense, keep the Premises and every part thereof in good condition and repair, excepting damage thereto from fire or other casualty and ordinary wear and tear, condemnation, and from the negligence or misconduct of other tenants or of Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as otherwise expressly provided herein or agreed upon in writing by Landlord, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises as of the Commencement Date (except and to the extent subject to any then-existing repair requests or notices to Landlord regarding the condition of the Premises as may have been delivered by Tenant or the prior tenant from which Tenant is currently subleasing the Premises prior to the Commencement Date). Landlord makes no representation or warranty as to the nature, quality, or suitability for Tenant's business of the Project, the Building, or the Premises, and Tenant shall have no rights against Landlord by reason of such matters. Notwithstanding the Building foregoing or anything to the Property except contrary contained in this Lease, Landlord shall, at its sole cost and expense (and as specifically herein not part of Operating Expenses, other than as set forth in writingSection 7.4 herein) and throughout the initial Term and any Extension Term (if applicable), repair any structural and/or latent design or construction defects in the original construction of the Project of which Landlord has notice or that Landlord discovers.

Delivery of the Premises. (a) The date Landlord shall deliver delivers possession of the Premises to Tenant with the Landlord’s Work substantially complete (i.e., the Landlord’s Work is complete with the exception of any touch-up work, repairs and minor completion items that are necessary for final completion thereof and that would not materially delay Tenant’s scheduled or anticipated commencement, performance or completion of Tenant’s Work or otherwise materially affect Tenant’s construction schedule or increase Tenant’s costs) shall be referred to herein as the “Delivery of the Premises”. Except as provided in the last paragraph of this Section 3.2, Landlord shall not be liable for any damage incurred by Tenant as a result of any delay in Delivery of the Premises, including, without limitation, if Landlord fails to deliver possession on the date set forth in Summary Section 1.5(c), this Lease shall not thereby become void or voidable, and no extension of any other date set forth in this Lease shall result unless otherwise agreed to in writing by the parties. Notwithstanding the foregoing, provided that Tenant has received all necessary governmental permits and approvals for the Improvements (and delivered a copy of the same to Landlord) and provided that Tenant does not interfere with Landlord’s completion of Landlord’s Work or otherwise cause labor difficulties, Tenant shall have the right to access the Premises for the purpose of completing constructing the work described in Paragraph 4(bImprovements and installing Tenant’s systems, furniture, telecommunications cabling, and other fixtures and equipment, but not for the purposes of commencing Tenant’s business from the Premises, during the period (“Early Access Period”) hereof commencing on December 1, 2021 and continuing through the date immediately preceding the date Delivery of the Premises occurs. During such Early Access Period, if any, Tenant shall be obligated to perform all of its obligations under this Lease and all terms of this Lease in compliance with shall apply, including without limitation, Tenant’s obligations to (i) indemnify, defend and hold Landlord and all Landlord’s Representatives harmless, and (ii) furnish to Landlord certificates of insurance evidencing the applicable building codeinsurance required under this Lease; provided, but otherwise in its "AS IShowever, WHERE IS" condition, except for Landlord's Tenant’s obligation to complete pay Base Rent and Tenant’s Share of Operating Expenses shall not commence until the work described on Exhibit "C" attached hereto Commencement Date under this Lease. In entering the Premises during any Early Access Period, Tenant affirmatively agrees to cooperate with Landlord and its contractor to avoid all interference with Landlord’s Work during the Early Access Period. Further notwithstanding the foregoing, if Delivery of the Premises occurs prior to February 1, 2022, then Tenant shall have the right to use the Premises for all purposes under this Lease, including commencing Tenant’s business from the Premises, during the period (“Beneficial Occupancy Period”) from Delivery of the "Premises through the date immediately preceding the Commencement Date. During the Beneficial Occupancy Period, if any, Tenant shall be obligated to perform all of its obligations under this Lease and all terms of this Lease shall apply, including without limitation, Tenant’s obligations to (i) indemnify, defend and hold Landlord and all Landlord's Work")’s Representatives harmless, and Landlord's ongoing maintenance (iii) as a condition to such Beneficial Occupancy Period, furnish to Landlord certificates of insurance evidencing the insurance required under this Lease; provided, however, Xxxxxx’s obligation to pay Base Rent and repair obligations Xxxxxx’s Share of Operating Expenses shall not commence until the Commencement Date under this Lease. Additionally notwithstanding the foregoing, in the event Delivery of the Premises has not occurred on or before March 1, 2022 (and such March 1, 2022 shall be extended by one (1) day for each day of delay caused by Tenant Delays or delays resulting from events set forth in this Lease. If LandlordSection 21.8 below), then, as Tenant’s sole remedy therefor, Tenant shall receive a credit against the rent first coming due hereunder in an amount equal to one (1) day of Base Rent for any reason whatsoevereach day following March 1, cannot deliver 2022 (as the same is so extended) until Landlord delivers possession of the Premises to Tenant on the date of this Leasewith Landlord’s Work substantially complete. NNN Form 2021 CARLSBAD CORPORATE CENTER I - 336 October 1, then, at the option of Tenant (1) the Commencement Date and the Expiration Date hereunder shall be postponed for the same period as the delay after the date of this Lease that Landlord is delayed in delivering possession to Tenant, or (2) this Lease shall be void. Tenant must elect which of those two (2) options it wishes to have apply by written notice to Landlord given within one (1) business day after the date of this Lease. If Tenant fails to timely notify Landlord of its election, then the option described in clause (1) shall apply. (b) Tenant will complete the tenant improvements within the Premises as described in and in accordance with Exhibit "D" (the "Tenant Improvements") in a good and workmanlike manner, in compliance with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act of 1990 (as amended) (collectively, the "Legal Requirements") and free of all construction liens and claims. All materials used by Tenant shall be new or like new. Tenant shall be responsible for obtaining all certificates of occupancy for the Premises and Landlord shall reasonably cooperate with Tenant in obtaining any such certificate at no out-of-pocket expense to Landlord. (c) By taking possession of the Premises on or following the date of this Lease, Tenant shall be deemed to have accepted the Premises as being in good and satisfactory order, condition and repair for the use intended under this Lease, except for the completion of Landlord's Work. Tenant shall, at Tenant's sole cost and expense, keep the Premises and every part thereof in good condition and repair, excepting damage thereto from fire or other casualty and ordinary wear and tear, condemnation, and from the negligence or misconduct of other tenants or of Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as otherwise expressly provided herein or agreed upon in writing by Landlord, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises, the Building or the Property except as specifically herein set forth in writing.2021 -3-

Delivery of the Premises. (a) Upon completion of Landlord's Delivery Work, the parties shall jointly inspect the Premises. If any defects in Landlord's Delivery Work exist at the time of such inspection, Tenant shall notify Landlord thereof in writing upon its inspection of the Premises and Landlord shall deliver possession correct such defects; provided, however, that Delivery of the Premises to Tenant for shall be delayed only if the purpose existence of completing any such defects would materially adversely affect Tenant's occupancy of the work described Premises, in Paragraph 4(b) hereof on which case the date of this Lease in compliance with Delivery of the applicable building code, but otherwise in its "AS IS, WHERE IS" condition, except for Landlord's obligation to complete Premises shall be the work described on Exhibit "C" attached hereto (the "Landlord's Work"), date upon which Landlord notifies Tenant that such defects have been substantially corrected. Upon inspection and Landlord's ongoing maintenance and repair obligations set forth in this Lease. If Landlord, for any reason whatsoever, cannot deliver possession Delivery of the Premises to Tenant on the date of this Lease, then, at the option of Tenant (1) the Commencement Date and the Expiration Date hereunder shall be postponed for the same period as the delay after the date of this Lease that Landlord is delayed in delivering possession to Tenant, or (2) this Lease Tenant shall be void. Tenant must elect which at Landlord's request sign a written statement acknowledging Tenant's inspection and acceptance of those two (2) options it wishes to have apply by written notice to Landlord given within one (1) business day after the date of this LeasePremises. If Tenant fails shall fail to timely notify contact Landlord of its election, then the option described in clause (1) shall apply. (b) Tenant will complete the tenant improvements within and inspect the Premises as described in and in accordance with Exhibit "D" within five (the "Tenant Improvements"5) in a good and workmanlike mannerdays after notice from Landlord that Landlord's Delivery Work has been substantially completed, in compliance with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act of 1990 (as amended) (collectively, the "Legal Requirements") and free of all construction liens and claims. All materials used by Tenant Landlord's notice shall be new or like new. Tenant shall be responsible for obtaining all certificates of occupancy for the Premises conclusive and Landlord shall reasonably cooperate with Tenant in obtaining any such certificate at no out-of-pocket expense to Landlord. (c) By taking possession binding and Delivery of the Premises on or following the date of this Lease, Tenant shall be deemed to have accepted occurred on the last day of the five-day period. If a dispute shall arise between Landlord and Tenant as to the completion of any of Landlord's Work, the certificate of Landlord's architect shall be binding and conclusive upon all parties. Notwithstanding the foregoing, unless otherwise agreed to, if Tenant shall begin Tenant's Work or shall otherwise occupy the Premises as being in good and satisfactory order, condition and repair for the use intended under this Lease, except for the prior to substantial completion of Landlord's Delivery Work. Tenant shall, at Delivery of the Premises shall be deemed to have been the date of such commencement of Tenant's sole cost and expense, keep the Premises and every part thereof in good condition and repair, excepting damage thereto from fire Work or other casualty and ordinary wear and tear, condemnation, and from the negligence or misconduct of other tenants or of Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as otherwise expressly provided herein or agreed upon in writing by Landlord, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition occupancy of the Premises, the Building or the Property except as specifically herein set forth in writing.

Delivery of the Premises. (a) Landlord shall deliver possession of the Premises to Tenant for Tenant, with the purpose of completing the work described in Paragraph 4(b) hereof improvements to be constructed pursuant to EXHIBIT "C", attached hereto and by this reference incorporated herein, substantially complete on the date of this Lease in compliance with the applicable building code, but otherwise in its "AS IS, WHERE IS" condition, except for Landlord's obligation to complete the work described on Exhibit "C" attached hereto (the "Landlord's Work"), and Landlord's ongoing maintenance and repair obligations set forth in this LeaseCommencement Date. If Landlord, Landlord for any reason whatsoever, whatsoever cannot deliver possession of the Premises Premises, with the improvements to be constructed pursuant to EXHIBIT "C" substantially complete to Tenant on the date of this Lease, then, at the option Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom. If the delay is not due to any of Tenant (1) the reasons set forth in Article 3 of EXHIBIT "C", Monthly Rental shall be waived for the period between the Commencement Date and the Expiration Date hereunder date which Landlord delivers possession of the Premises to Tenant. If the delay is due to any of said reasons in Article 3 of EXHIBIT "C", Monthly Rental shall be postponed commence as of the Commencement Date. Notwithstanding anything to the contrary contained herein, if (a) Landlord is responsible for the same period as build-out of the delay after Premises and Landlord does not achieve Substantial Completion with respect to the date of Premises on or before September 1, 2001 then Tenant shall have the right to terminate this Lease that with notice to Landlord is delayed in delivering possession to Tenanton or before September 11, 2001, or (2b) if Tenant is responsible for the build-out of the Premises and Landlord does not deliver the Premises to Tenant on or before January 1, 2001, then Tenant shall have the right to terminate this Lease with notice to Landlord on or before January 10, 2001. Failure by Tenant to provide notice to Landlord on a timely basis shall be deemed a waiver of this right to terminate. In addition to the foregoing, provided Tenant is not in default (after the expiration of any applicable notice and cure period) under its current lease of the 6th floor space in the Building, in the event the Commencement Date does not occur on or before September 1, 2000, except for a delay cause by Force Majeure or Tenant Delay (as that term is defined in EXHIBIT "C"), then Tenant shall (i) be entitled to a rental abatement of one (1) day for each day that elapses between September 1, 2000 and the actual Commencement Date (which rental abatement shall commence upon the actual Commencement Date). In the event that Tenant receives such an abatement of Monthly Rental pursuant to the foregoing terms, the Term of this Lease shall be void. Tenant must elect which of those two (2) options it wishes to have apply by written notice to Landlord given within extended one (1) business day after the date for each day of Rent abatement Tenant receives such that Tenant shall (subject to early termination of this Lease. If Tenant fails to timely notify Landlord of its election, then the option described in clause (1) shall apply. (b) Tenant will complete the tenant improvements within the Premises as described in and Lease in accordance with Exhibit "D" (the "Tenant Improvements"Special Stipulations Number 6) in a good and workmanlike manner, in compliance with all certificates, permits, and required approvals, applicable laws, statutes, ordinances, orders, codes, rules and regulators pay 11 years of all federal, state, county, city and local departments and agencies, including, without limitation, the Americans with Disabilities Act of 1990 (as amended) (collectively, the "Legal Requirements") and free of all construction liens and claims. All materials used by Tenant shall be new or like new. Tenant shall be responsible for obtaining all certificates of occupancy for the Premises and Landlord shall reasonably cooperate with Tenant in obtaining any such certificate at no out-of-pocket expense to LandlordRent due hereunder. (c) By taking possession of the Premises on or following the date of this Lease, Tenant shall be deemed to have accepted the Premises as being in good and satisfactory order, condition and repair for the use intended under this Lease, except for the completion of Landlord's Work. Tenant shall, at Tenant's sole cost and expense, keep the Premises and every part thereof in good condition and repair, excepting damage thereto from fire or other casualty and ordinary wear and tear, condemnation, and from the negligence or misconduct of other tenants or of Landlord, its agents, employees, invitees, contractors, subcontractors and others for whom Landlord is legally responsible. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof except as otherwise expressly provided herein or agreed upon in writing by Landlord, and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises, the Building or the Property except as specifically herein set forth in writing.