Common use of Landlord’s Work Clause in Contracts

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center and the structural roof, roof membrane, exterior walls, foundation and other structural portions of the buildings in which the Premises are located. The cost of all work performed by Landlord under this leaseSection 10.1 shall be an Operating Expense hereunder, "Landlord's Work" means, collectively, the alterations and improvements except to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: extent such work (i) is required due to the negligence of Landlord's Work has been substantially completed , (ii) is a capital expenditure not includible as an Operating Expense under Section 7.2 hereof, (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in all material respects substantially which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in accordance with Section 12.6 hereof, subject to the approved plans release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and specifications therefornot as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any; , of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and (ii) a temporary or permanent certificate of occupancy has been issued by voluntarily waives the governmental authority having jurisdiction with respect right to make repairs at Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingexpense, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything except to the contrary set forth elsewhere in this leaseextent permitted by Section 10.1 (b) below, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to offset the effectiveness of cost thereof against rent, under any of the agreements law, statute, regulation or obligations of Tenant set forth ordinance now or hereafter in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)effect. (b) Landlord's Work shall If Landlord fails to perform any repairs or maintenance required to be constructed and/or installed performed by Landlord using contractors on the buildings in which the Premises are located under Section 10.1(a) and such failure continues for thirty (and subcontractors30) days or more after Tenant gives Landlord written notice of such failure (or, if deemed necessary by Landlordsuch repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by days after written notice from Tenant of the demised premises in connection with completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent work against rent or other charges falling due from time to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of time under this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesLease.

Landlord’s Work. Landlord has agreed to make the following improvements to the Building: (a) For purposes upgrade the Building’s fire alarm panel, including horns and strobes; (b) construct an ADA-accessible ramp at the Building entrance, if required by law; and (c) upgrade any Building amenities that do not currently comply with the building or fire code (“Landlord’s Work”). In no event shall Landlord’s Work include any code compliance associated with Tenant’s specific use of this lease, "Landlord's Work" means, collectively, the alterations and Premises or necessitated by Tenant’s improvements to the demised premises Premises, provided that if Tenant is unable to be constructed and/or installed by Landlord in accordance secure a permit or proceed with its improvements to the Premises because of any noncompliance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor building or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete fire code as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this leaseAmendment and not caused by Tenant, Tenant hereby then Landlord acknowledges and agrees that Landlord shall be responsible, at its own cost and expense, for promptly curing such noncompliance Landlord shall use “building standard” materials applicable to the construction and/or installation Project. Any upgrades requested by Tenant of Landlord's ’s Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work beyond “building standard” shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's Tenant’s sole cost and expense. (c) Except , chargeable to Tenant as additional rent. In no event may Tenant interfere with the pace or performance of Landlord’s Work, or cause any delay to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges construction schedule. Additional costs to Landlord resulting from such interference and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use delay shall be payable by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expenseas additional rent. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions provisions of this lease commence as Paragraph 5 shall supersede any other improvement allowances (except the Allowance described in Paragraph 4 of the Commencement Date (includingthis Amendment), without limitationLandlord build-out obligations, the covenants and obligations of Tenant reimbursements previously set forth in this lease the Lease, Landlord’s performance obligations having been satisfied with respect to thereto. Landlord shall be responsible for ensuring that the payment Common Areas comply with the requirements of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as Title III of the Commencement Date; Americans with Disabilities Act of 1990 (42 U.S.C. 12181, et seq., The Provisions Governing Public Accommodations and Services Operated by Private Entities), and all regulations promulgated thereunder, and all amendments, revisions or modifications thereto now or hereafter adopted or in effect in connection therewith, or any other similar Laws (B) Landlord hereinafter collectively referred to as the “ADA”), and to take such actions and make such alterations and improvements as are necessary for such compliance. The cost of such compliance shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to be included in the demised premisesOperating Expenses of the Project.

Landlord’s Work. (a) For purposes of this leasePrior to the Expansion Date, "Landlord's Work" meansLandlord shall perform, collectivelyat its sole cost and expense and in compliance with all applicable laws, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in work shown on Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the “A” (“Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"’s Work”). For purposes Landlord’s Work includes painting and carpeting, in a color of this leaseTenant’s choice using building standard materials (except as otherwise shown on Exhibit A), Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord thatof: (i1) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if anyAdditional Premises; and (ii2) a temporary or permanent certificate only those portions of occupancy has Suite 315 that have been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer disturbed as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's ’s Work which shall therein. Landlord’s Work does not include any workstations, cubicles, furniture, equipment or other personal property that may be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, shown or depicted on Exhibit “A”. (b) Tenant hereby acknowledges and agrees that the construction and/or installation performance of Landlord's ’s Work may result in some interference with Tenant’s ability to use and enjoy the Building Seven Premises, but Landlord will exercise reasonable efforts to complete Landlord’s Work in a time and manner to minimize such interference. Tenant also acknowledges and agrees that certain work to the Building Seven Premises may be performed by Landlord after possession of the Additional Premises has been delivered, such as, but not necessarily limited to, fire alarm and life safety work. Landlord shall exercise reasonable efforts to complete this work at a time and in a manner which does not unreasonably interfere with Tenant’s use of the Building Seven Premises, but the performance of this work after possession has been delivered shall not be deemed entitle Tenant to an abatement, offset or reduction in any way to constitute a condition precedent to Minimum Rent or the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of other sums due under this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expenseLease. (c) Except to The Expansion Date is June 1, 2017. Landlord is not responsible if the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations Expansion Date is delayed because of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease ’s actions or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesomissions.

Landlord’s Work. Following execution of this Lease by Landlord and --------------- Tenant, Landlord shall cause the Premises to be built-out and delivered to Tenant in accordance with working drawings, plans, and specifications for the Premises prepared by Facility Solutions, based on a scope of work and specifications supplied by Tenant. The build-out of the Premises shall be completed by Landlord's Contractor, or such other contractor selected by Landlord and approved by Tenant without unreasonably withholding such approval, in a good and workmanlike manner. Subcontracting work shall be competitively bid to three subcontractors. Tenant shall have the ability to recommend subcontractors, and Landlord shall not unreasonably withhold its consent to submitting bids to such recommended subcontractors. The working drawings, plans, and specifications for Landlord's Work shall be those attached hereto, or if no such working drawings, plans, and specifications are attached, then, (a) For purposes within five (5) business days after execution of this leaseLease, Tenant shall provide Landlord with sufficient information concerning the scope of work and specifications to enable Landlord to prepare working drawings, plans, and specifications for the build-out of the Premises, and (b) Landlord and Tenant shall, within fifteen days after the date that Landlord submits such working drawings, plans, and specifications to Tenant for Tenant's approval, mutually approve such working drawings, plans, and specifications ("Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes If Landlord and Tenant have not agreed on such working drawings, plans, and specifications within 15 days following Landlord's delivery of working drawings, plans, and specifications to Tenant, then Landlord may, at its election, terminate this leaseLease upon 15 days written notice to Tenant, Xxxxxxxx's Work shall be deemed if the parties are still unable to be "Substantially Complete" as of the date agree on which the general contractor or the architect employed by Landlord with respect working drawings, plans, and specifications during such 15 day period. Notwithstanding anything to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: contrary contained herein: (i) Landlord's Work has been substantially shall be completed in compliance with all material respects substantially in accordance with the approved plans applicable laws, codes, ordinances and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the other governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything requirements then applicable to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges Premises and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Building. (bii) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, done pursuant to this lease either a fixed-price construction contract or otherwise, with respect a cost plus fee construction contract subject to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy a guaranteed maximum price (collectively, the "Governmental AuthorizationsConstruction Contract") that ). Tenant shall or may be a condition ofhave the right to approve the Construction Contract, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations which approval shall not be a condition precedent to the commencement unreasonably withheld or delayed beyond 2 business days after Tenant's receipt of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisessuch contract.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, Landlord shall construct and do such other work (collectively, the alterations “Landlord’s Work”) in substantial conformity with the plans and improvements outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the demised premises New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be constructed and/or installed incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in accordance which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms and conditions of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this leaseArticle 3(b), as more particularly described then notwithstanding anything to the contrary contained in Exhibit ________ attached to and hereby made a part Article 2, the date of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work Final Floor Space Commencement Date shall be deemed to be "Substantially Complete" as on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on which September 1, 2012; however, the general contractor or dates in this paragraph are subject to change should Landlord require to enter the architect employed by Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the construction and/or installation specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of Landlord's Work shall certify in writing to Landlord that: (i) Tenant’s request for materials, finishes or installations other than Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any’s standard; and (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a temporary party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or permanent certificate reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of occupancy has been issued the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the governmental authority having jurisdiction with respect number of days of such delay. If any change, revision or supplement to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval scope of Landlord's Work. ’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which Allowance shall be incomplete as of paid by Tenant upfront and such occurrence shall not change the date of Substantial Completion of Landlord's Work as soon as possible thereafterInitial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary set forth elsewhere stated in this leaseArticle 2(b), Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to or (d) above, the limited extentInitial Floor Space Commencement Date, if anythe Subsequent Floor Space Commencement Date, set forth elsewhere in this leaseand/or the Final Floor Space Commencement Date, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant with respect to the demised premises, the condition but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesLease.

Landlord’s Work. Landlord shall perform improvements (athe “Landlord’s Work”) For purposes of this lease, "Landlord's Work" means, collectively, in the alterations and improvements to the demised premises to be constructed and/or installed by Landlord Premises in accordance with the terms attached Work Letter and conditions of this leaseall such improvements shall be in compliance with all applicable laws, as more particularly described in Exhibit ________ attached to codes and hereby made a part of this leaseregulations. Landlord shall use commercially reasonable efforts to "Substantially Complete" engage The Richmond Group as the Landlord's general contractor for the performance of the tenant improvements in the Work not later than ________, 20________ Letter that are identified with an “X” in the column labeled “Tenant” (the "Substantial Completion Target Date"‘‘Tenant Items”). The items on the Work Letter that are identified with an “X” in the column labeled “Landlord” shall be performed by Landlord at Landlord’s sole cost and expense with contractors chosen at Landlord’s sole and absolute discretion. All costs for the Tenant Items in the Work Letter shall be paid solely with funds from the TI Allowance (defined below). Notwithstanding anything herein to the contrary, Landlord shall not be required to spend more than the TI Allowance (defined below) for the Tenant Items and any cost of the portions of Landlord’s Work that are Tenant Items which are in excess of the TI Allowance shall be paid by Tenant. For purposes of this leaseLease, Xxxxxxxx's “substantial completion” of Landlord’s Work shall be deemed to occur when the Premises are ready for Tenant’ occupancy except for minor items which do not cause material interference with Tenant’s use and occupancy of the Premises with Landlord having obtained a certificate of occupancy for the Premises. If substantial completion of Landlord’s Work is delayed by a Tenant Delay, then substantial completion shall be "Substantially Complete" as of deemed to occur on the date on which the general contractor or Landlord’s Work in the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has Premises would have been substantially completed but for the occurrence of any Tenant Delay. As used herein, a “Tenant Delay” shall mean each day of delay in the performance of the Landlord’s Work that occurs (a) because of Tenant’s failure to timely deliver or approve any required documentation such as any design or space plans (it being agreed that Tenant shall have a reasonable time to review and comment on any such design or space plan, which reasonable time shall be no less than five (5) business days), (b) because of any change by Tenant to any design or space plans after the same have been approved as final by Tenant in writing, or (c) because Tenant or its employees, agents, or contractors otherwise delay completion of the Landlord’s Work. On or before October 15 2018, Tenant’s architect shall deliver all material respects substantially in accordance with plans, drawings, narratives and other materials required for submission of a TAA to Massport. For avoidance of doubt, Tenant’s failure to cause its architect to delivery such plans by such date shall be a Tenant Delay. In the approved plans event Tenant does not spend the entire TI Allowance, all remaining TI Allowance funds shall remain property of Landlord. Tenant shall not be obligated to pay any charge for the use of the building services (including, but not limited to, parking, freight elevators, loading docks, air handling capacity, utilization of the building chases for ducting purposes, and specifications therefor, if any; and (iielectricity) a temporary or permanent certificate during construction of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's ’s Work or during Tenant’s move into the governmental authority having jurisdiction with respect Premises. The loading dock which may be used by Tenant during the Term shall be identified on a ground floor plan to Landlord's Work has otherwise evidenced its approval of Landlord's Workbe attached hereto as Exhibit A-1. Landlord shall have no liability whatsoever provide for Tenant’s exclusive use a generator with an output not to Tenant in the event that exceed 250kW. Landlord shall fail for any reason whatsoever contribute an amount not to Substantially Complete Landlord's Work on or before exceed $50,000 towards the Substantial Completion Target Date (includinggenerator costs, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as include but are not limited to the procurement and installation of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges generator and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy transfer switch (collectively, the "Governmental Authorizations") that “Generator Installation Costs”), but shall or may exclude any costs related to any dunnage installation to the Building necessary to install the generator (the “Generator Dunnage Costs”). The Generator Dunnage Costs shall be a condition ofthe sole responsibility of Landlord. All Generator Installation Costs in excess of Landlord’s $50,000 contribution, required or necessary for, or desired by Tenant in connection with, the use or occupancy exclusive of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so requiredGenerator Dunnage Costs, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained borne by Tenant. In addition, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations Tenant shall not be a condition precedent to have the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermoreright, subject to Article 6.2.4, to install HVAC equipment, antennas and satellite dishes on the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as roof or other part of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesBuilding.

Landlord’s Work. Landlord shall construct the base-building elements of the Building (a) For purposes of this leasethe "Base Building Work"), the sitework on the Land, and the parking structure and surface parking areas on the Land, all in accordance with the Design Specifications attached hereto as Schedule I (collectively, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid performed in a good and workmanlike manner, in accordance with plans and specifications ("Landlord's Plans") mutually approved by Landlord and Tenant. Tenant's approval of Landlord's Plans shall not be unreasonably withheld, at Xxxxxxxxconditioned or delayed, and Tenant shall not be entitled to condition its approval of Landlord's sole cost Plans upon the inclusion therein of any design specifications that are inconsistent with the Design Specifications attached hereto as Schedule I (including requiring a higher performance standard than any performance standard expressly set forth in Schedule I). Tenant shall respond to any request for approval of Landlord's Plans, or any portion or progress set thereof, or any modifications thereto, as promptly as reasonably possible and expensein any event within ten (10) business days in the case of the original complete set of Landlord's Plans and any structural modifications thereto and within two (2) business days in the case of any nonstructural modifications to Landlord's Plans, and Tenant's failure to respond within such time periods shall be referred to herein and in the Lease as a "Tenant Delay. (c) Except " In the event Tenant disapproves Landlord's Plans or any portion thereof or any modifications thereto, Tenant's notice of disapproval shall specify in detail the reasonable basis for such disapproval. Landlord shall promptly make such revisions to the limited extentLandlord's Plans as may be necessary to address Tenant's reasonable objections, and shall resubmit Landlord's Plans to Tenant for Tenant's approval. Tenant shall review such revised plans as promptly as reasonably possible and notify Landlord whether Tenant approves or reasonably disapproves Landlord's Plans as modified. This process shall be repeated, if anynecessary, set forth elsewhere in this leaseuntil Tenant's reasonable objections to Landlord's Plans have been addressed and Tenant has approved Landlord's Plans. After approval of Landlord's Plans, Tenant hereby acknowledges and agrees that: shall have the right to initiate changes to Landlord's Plans or Landlord's Work, subject to (i) Landlord has made no representations Landlord's approval of any such proposed change, which approval shall not be unreasonably withheld, conditioned or warranties whatsoever to Tenant with respect to the demised premisesdelayed, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoeverLandlord's and Tenant's mutual agreement concerning (and execution of a change order or other written confirmation of) (A) any net increase in design or construction costs resulting from such change, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates all of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease which increased costs shall be obtained and/or maintained borne solely by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) any delay such change will cause in the completion of Landlord's Work or the achievement of any milestone date(s), which delay shall not extend the Lease Commencement Date or the commencement of Tenant's rental obligations under the Lease (but shall appropriately extend any affected milestone date(s)) and shall be deemed a "Tenant Delay" for purposes hereof and of the Lease. Landlord shall have no obligation whatsoeverbe responsible for causing Landlord's Work to comply with all applicable legal requirements, pursuant to this lease or otherwiseincluding (without limitation) requirements of building codes, to make any alterations or improvements to or environmental laws and the Americans with Disabilities Act, and Landlord shall indemnify Tenant and hold it harmless with respect to any loss, cost, damage or liability resulting from Landlord's breach of this obligation (which indemnification shall survive the demised premisesexpiration or termination of the Lease). In constructing the Base Building Work, Landlord shall perform and install all work and materials designated "Base Building" in Schedule II attached hereto. In performing the Base Building Work, Landlord shall use best efforts to achieve the milestone dates set forth in Schedule III attached hereto. In the event Landlord fails to achieve any of said milestone dates, except to the extent such failure is caused by any Tenant Delay, the December 29, 1995 date set forth in Section 3.2 of the Lease shall be extended by one (1) day for each day of delay in achieving the milestone date; provided, however, that such extension shall not occur if (and then only to the extent) Landlord and Tenant mutually agree and acknowledge in writing that the completion of the Tenant Work (as defined below) was not delayed by reason of the delay in achieving Landlord's milestone date. Tenant agrees to use good faith reasonable efforts to counter the effect of any delay by Landlord in achieving any milestone date; however, Tenant shall not be obligated to expend any additional amounts in such efforts (e.g., by employing overtime labor) unless Landlord agrees in advance to bear any incremental cost associated with such efforts (whether or not such efforts are ultimately successful).

Landlord’s Work. (a) For purposes of this leaseOn the Commencement Date, "Landlord's Work" means, collectively, the alterations and improvements to Landlord shall deliver the demised premises to Tenant in its “as- is” condition, subject to the following (collectively, “Landlord’s Work”): (i) all existing furniture, fixtures and equipment identified on the inventory schedule annexed hereto as Exhibit C shall remain in the demised premises (collectively, the “Furniture”); (ii) all building systems shall be constructed and/or installed in good working order and delivered fully functional; (iii) all data and telecommunication infrastructure shall be in place with all termination points un-cut and in good working order; (iv) any and all damage caused by the existing tenant’s move-out shall be repaired; and (v) Landlord shall provide Tenant with a clean ACP-5 for the demised premises. Landlord’s Work shall be performed by Landlord at its sole cost and expense, subject to the limitations set forth in Section 89(b) below, in a first class and good and workmanlike manner and in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseapplicable laws. Landlord shall endeavor to give Tenant five (5) days’ advance notice of the Commencement Date. (b) Notwithstanding anything to the contrary contained herein, during the Term, Tenant shall have the right to use the Furniture at no additional cost to Tenant. Tenant hereby acknowledges that it is taking the Furniture in its “AS -IS, WHERE IS” condition with any and all faults existing on the date hereof, and that Landlord makes no representations or warranties as to the merchantability or condition of the Furniture. The Furniture shall be the property of Tenant, and to the extent any Furniture is damaged, destroyed, or in need of repair, Landlord shall be under no obligation to repair and/or replace same, all of which repair work and/or replacements shall be the responsibility of Tenant. (c) Notwithstanding anything to the contrary contained herein, in the event Landlord is delayed in completing Landlord’s Work due to delay caused by Tenant and Tenant does not cease such delay within two (2) days of receiving written notice of such delay (a “Tenant Delay”), the applicable Landlord’s Work shall be deemed substantially completed on the date it reasonably would have been substantially completed but for the Tenant Delay, and the Commencement Date shall be the date it would have been but for the Tenant Delay. Tenant agrees that in the event its contractors and subcontractors are performing any Tenant’s Work simultaneously with the performance Landlord’s Work, Tenant will use commercially reasonable efforts to "Substantially Complete" the minimize interference with Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation ’s performance of Landlord's ’s Work; should Tenant’s Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance interfere with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval performance of Landlord's ’s Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by the date Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with ’s Work would have been completed but for the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expenseTenant Delay. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes A. Subject to the provisions of this leaseExhibit B-1, "Landlord's Work" means, collectivelyat Landlord’s sole cost and expense, shall obtain all permits and approvals necessary in connection with, and perform, the alterations and improvements base building work (“Landlord’s Work”) as defined in the Base Building Specifications (“Base Building Specifications”) attached hereto as Exhibit B-2. Subject to delays due to Force Majeure (as defined in Section 6.1 of the demised premises Lease) or attributable to be constructed and/or installed a Tenant Delay (as hereinafter defined), Landlord shall use reasonable efforts to substantially complete (as defined below) the Landlord’s Work (other than the Remaining Landlord’s Work (as defined below)) by the Estimated Commencement Date, but Tenant shall have no claim against Landlord for failure so to complete construction of Landlord’s Work, except as expressly set forth in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseSection 1.1 below. Landlord shall use commercially reasonable efforts have the right to "Substantially Complete" immediately cease performance of the Landlord's ’s Work not later than ________if an Event of Default occurs for so long as the same remains uncured. Landlord shall promptly apply for and obtain all permits and approvals required for Landlord’s Work and promptly thereafter commence Landlord’s Work and diligently prosecute the same to substantial completion, 20________ (the "Substantial Completion Target Date")subject only to Force Majeure and Tenant Delay. For purposes of this lease, Xxxxxxxx's Landlord’s Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify performed in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects a good and workmanlike manner substantially in accordance with the approved plans Base Building Specifications and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federalLegal Requirements. Landlord shall not materially modify or materially vary from the Base Building Specifications without Tenant’s prior written consent in each instance, state and local lawswhich consent shall not be unreasonably withheld, ordinances, rules and regulationsconditioned or delayed. All Xxxxxxxx’s tentative schedule for the performance of Landlord’s Work is attached hereto as Exhibit I. Landlord shall keep Tenant reasonably informed of the costs and expenses incurred status of Landlord’s Work. B. The “Tenant Access Date” shall be defined as the date that Landlord’s Work is sufficiently complete so as to make the Building watertight as reasonably determined by Landlord in connection by written notice to Tenant. Landlord shall provide Tenant with not less than twenty (20) days prior written notice of the construction and/or installation of Landlord's Work anticipated Tenant Access Date. To the extent the Tenant Access Date has not occurred by January 1, 2016, then for each day thereafter until the Tenant Access Date occurs, the Rent Commencement Date shall be paid extended by Landlordone (1) day, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: but (i) Landlord has made no representations or warranties whatsoever to Tenant with respect only to the demised premises, extent Tenant is actually delayed in the condition performance of the demised premisesTenant’s Work as a result thereof, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has notwithstanding the foregoing, in no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to event shall the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Rent Commencement Date or to be extended by more than the effectiveness number of any days after May 1, 2016 that Tenant’s Work is not substantially complete. By way of example, if the covenants or obligations of Access Date occurs on January 15, 2016, but Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth is only actually delayed in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Workthe Tenant’s Work as a result thereof by five (5) days, Tenant hereby acknowledges and agrees that: then the Rent Commencement Date shall only be delayed by the lesser of (A) the demised premises are being leased to Tenant by Landlord in their "as isfive (5) days, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoeverthe number of days after May 1, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.2016 that Tenant’s Work is not substantially complete. 00 Xxxxxxxx Xxxxxx - Fractyl (FINAL)

Landlord’s Work. Landlord will make certain improvements to the Premises (athe “Landlord’s Work”) For as set forth on the Space Plan and that Landlord Work Exhibit attached hereto as Schedule 1 (collectively, the “Plan”) and previously approved by Tenant. As noted in Schedule 1, certain items of Landlord’s Work shall be performed at the cost and expense of Landlord and certain items of Landlord’s Work shall be performed by Landlord and Tenant shall reimburse Landlord therefor upon demand. Should said Plan or any part of Landlord’s Work require the preparation or development of additional plans or specifications, then Tenant shall have five (5) business days from Landlord’s submission of such additional plans or specifications to Tenant to approve or disapprove the same. Tenant’s failure to so approve or disapprove within such five (5) business day period shall constitute a Tenant Delay (as defined herein) and, at Landlord’s election, be deemed Xxxxxx’s approval thereof. Tenant’s disapproval of such plans and specifications shall specifically identify the nature of such disapproval. Landlord shall then have such plans and specifications amended to incorporate those items specified in Tenant’s disapproval to which Xxxxxxxx agrees. Tenant’s approval of such plans and specifications shall not be unreasonably withheld, conditioned or delayed. Landlord and Tenant shall diligently work together in good faith to agree upon such plans and specifications, it being agreed that Tenant shall have no right to request that such plans and specifications be revised to reflect any work which is not contemplated on Schedule 1 attached hereto except pursuant to Section 4 below. Upon approval, or deemed approval, of such additional plans and specifications the same shall be deemed the “Plan” for the purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseWork Letter. Landlord shall perform Landlord’s Work using building standard materials, quantities and procedures then in use commercially reasonable efforts to "Substantially Complete" the by Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Landlord’s Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: specifically exclude (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; installation of furniture and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's any work included in Tenant’s Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes Landlord, at Landlord’s expense, shall construct the New Premises in substantial conformity with the plan entitled “Option 4”, prepared by Xxxxx Design and dated June 25, 2010, which is attached hereto, made a part hereof and marked as Exhibit “D” (“Landlord’s Work”). Landlord estimates that Landlord’s Work shall be Substantially Completed on or about November 30, 2010. Landlord’s Work shall be performed in accordance with generally accepted industry standards and in accordance with all applicable laws. Except for Tenant’s Tele/Data requirement, Landlord, at Landlord’s expense, shall obtain all other licenses and permits necessary to perform the Landlord’s Work. (b) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. Subject to force majeure, if Landlord shall be delayed in such “Substantial Completion” as a result of this lease, "Landlord's Work" means, collectively, (i) Tenant’s failure to furnish plans and specifications within the alterations and improvements to the demised premises to be constructed and/or installed time frame stated by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially its reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if anydiscretion; and (ii) a temporary Tenant’s request for materials, finishes or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to installations other than Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever ’s standard as presented to Tenant in advance; (iii) Tenant’s changes in said plans; (iv) any delay in the performance or completion of any work, labor or services by a party employed by Tenant; (v) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (vi) the rejection by Plymouth Township of Landlord’s permit submission due to any inaccurate information provided by any party employed by Tenant (each, a “Tenant’s Delay”); then the New Premises Commencement Date and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. In the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as of a result thereof or in connection therewith); provided, however, in such eventTenant’s Delay, Landlord shall use commercially notify Tenant in writing of its reasonable efforts determination that such Tenant’s Delay has occurred, specifying in such notice the date from which the Tenant’s Delay has occurred, and Landlord and Tenant shall reasonably cooperate to Substantially Complete minimize the period of Tenant’s Delay. If any change, revision or supplement to the scope of the Landlord's ’s Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions is requested by Tenant, then such increased costs associated with such change, revision or aspects of Landlord's Work which supplement shall be incomplete as of paid by Tenant upfront and such occurrence shall not change the date of Substantial Completion of Landlord's Work as soon as possible thereafter. New Premises Commencement Date and shall not alter Tenant’s obligations under the Lease. (c) Notwithstanding anything to the contrary set forth elsewhere stated in this leaseArticle 2(a) above, the Term shall commence on the date the New Premises would have been delivered to Tenant hereby acknowledges and agrees that the construction and/or installation of but for Tenant’s Delay. Landlord's ’s Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence constitutes an Alteration under Article 8 of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Lease. (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. The term “Landlord’s Work” shall mean the obligation for Landlord (ai) For purposes to deliver each Phase Premises to Tenant on the Delivery Date (herein defined) and (ii) to provide Tenant with Building standard blinds for each Phase Premises at Landlord’s cost (which window blinds shall be installed by Tenant as part of this leasethe Initial Tenant Work and not as part of Landlord’s Work). The “Delivery Date” with respect to each Phase Premises shall mean the date on which such Phase Premises are delivered to Tenant (i) in broom clean condition, "Landlord's Work" meansfree of other occupants and tenants and their personal property, collectively, except (x) all existing cabling in the alterations Initial Premises and improvements (y) the furniture existing in the Initial Premises as of the date that Landlord granted Tenant access to the demised premises Initial Premises pursuant to be constructed and/or installed by Landlord in accordance with the terms and conditions that certain License Agreement between them dated as of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than _____July ___, 20________ 2019 (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work “Existing Furniture,” which shall be deemed conveyed to be "Substantially Complete" Tenant pursuant to a separate Bill of Sale in the form attached hereto as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforSchedule C-1), if any; and (ii) with all Base Building systems serving such Phase Premises in good working order and condition. Notwithstanding anything herein to the contrary, Landlord agrees to and shall be responsible for removing all existing cabling in each Phase Premises other than the existing cabling in the Initial Premises prior to the applicable Term Commencement Date with respect to each Phase Premises other than the Initial Premises. As of the Effective Date, Landlord has not received any written notice that the Building, including without limitation the existing internal stairwells, or the Common Areas are in violation of applicable Laws (including the Americans with Disabilities Act). To the extent required in order for Tenant to obtain a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventPhase Premises, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete correct any portions or aspects of Landlord's Work which shall be incomplete as non- compliance of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything Common Areas with applicable Laws, except to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges extent such non-compliance is triggered by Tenant’s particular use (and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this leasejust general office use) or to the effectiveness of any of the agreements improvements performed by or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations on behalf of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance Commencing with the terms and conditions of this lease, Expansion Premises in its “as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" is” condition as of the date hereof, Landlord or its designated contractor shall install in the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord (the “Landlord’s Work”). Landlord shall not be obligated to provide any improvements other than the Landlord’s Work. Landlord or its contractor shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost of Landlord’s Work for Landlord’s construction management services) incurred in connection with the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements included in the Landlord’s Work, as well as certain “permissible soft costs” directly associated with the preparation and installation of the Landlord’s Work (which “soft costs” shall be limited to the preparation of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if shown as a component of the general conditions on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (iinvoice) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewithutilities consumed during construction); provided, however, that in no event shall Tenant be permitted to apply an amount in excess of 10% of the total Construction Allowance towards such eventpermissible soft costs. Tenant shall not receive any credit, cash or otherwise, for any unused portion of the Construction Allowance. After plans have been produced as set forth below, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as (a) solicit bids from not less than two (2) qualified general contractors for the completion of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease’s Work, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work share the bids with Tenant’s Authorized Representative and solicit his or her input on the same, and (c) shall make the selection of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be constructed and/or installed by Landlord using contractors referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and subcontractors, if deemed necessary by complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) selected by Landlordshall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation ’s reasonable estimate of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the those costs and expenses incurred by (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord in connection with the construction and/or installation gives Tenant notice of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost ’s estimate of such expenses. In the event of any shortfall between the estimated costs and expense. (c) Except to the limited extent, if any, set forth elsewhere in this leaseactual costs, Tenant hereby acknowledges shall pay for all such costs and agrees that: expenses (iminus any progress payments made as aforesaid) Landlord has made no representations or warranties whatsoever to following substantial completion and within ten (10) days after Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, receives a xxxx therefor. All amounts payable pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired Exhibit by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost considered Additional Rent and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, are subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as provisions of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesLease.

Landlord’s Work. Landlord shall deliver the Premises to Tenant in the configuration depicted in the plan attached hereto as Exhibit B (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises excluding work identified in Exhibit B to be constructed and/or installed performed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseTenant). Landlord shall use commercially reasonable efforts to "Substantially Complete" perform the following work in the Premises at Landlord's Work not later than ________, 20________ ’s sole cost and expense (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of “Landlord's Work shall certify in writing to Landlord that: ’s Work”): (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with re-paint the approved plans and specifications therefor, if anyPremises; and (ii) a temporary or permanent certificate re-carpet the Premises. At the direction of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingTenant, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventand at Tenant’s sole cost and expense, Landlord shall use commercially reasonable efforts paint select locations of the Premises, as determined by Landlord, with “IdeaPaint.” Subject to Substantially Complete obtaining the Landlord's ’s consent in accordance with Article IX, Tenant may, at Tenant’s sole cost and expense, perform the following additional work, to be performed by a contractor approved by Landlord (the “Tenant’s Work”): (i) install new doors; (ii) install additional lighting; (iii) install marker wallpaper; and (iv) install additional cabling. Tenant’s Work as soon as possible thereaftershall be considered “alterations” for purposes of this Lease and shall be subject to the provisions of Article IX. Landlord shall use commercially reasonable efforts to substantially complete the Landlord’s Work by December 16, 2018. Landlord shall use reasonable efforts to notify Tenant, orally or in writing, of any portions circumstances of which Landlord is aware that have caused or aspects of Landlord's Work which shall be incomplete as may cause a delay in the substantial completion of the date of Substantial Completion of Landlord's Work as soon as possible thereafter’s Work. Notwithstanding anything to the contrary set forth elsewhere in this leaseherein, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's ’s Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence become part of the Commencement Date (Premises and shall become the property of Landlord and remain upon the Premises as such date is set forth in Paragraph 1.3 of this lease) a part thereof upon the expiration or to the effectiveness of any earlier termination of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Lease Term. (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. Except as otherwise provided herein, Landlord shall pay the aggregate cost of Landlord’s Work and Tenant shall pay the Initial Excess as increased or decreased, as the case may be, by any aggregate net increase or decrease in the cost of Landlord’s Work resulting from any and all Changes approved or deemed approved by Tenant hereunder (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations “Landlord’s Work Excess”), plus the cost of all work other than Landlord’s Work and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor’s Additional Work, if any; , which Tenant may elect to do in order to make the Expansion Space ready for Tenant’s occupancy and (ii) a temporary or permanent certificate of occupancy which has been issued approved by Landlord pursuant to Paragraph 6E below. Tenant shall pay the Landlord’s Work Excess as provided in Xxxxxxxxx 0X xxxxx, and Tenant shall pay the cost of such other work, if any, directly to the persons or entities performing such other work. The “cost of Landlord’s Work” as used in this Workletter shall include all costs incurred by Landlord to plan, design and perform Landlord’s Work as specified by the governmental authority having jurisdiction with respect to Landlord's Work Tenant Plans and any approved (or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for deemed approved) revisions thereof (including any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingChange), without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, including without limitation, the commencement fees and charges of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (’s Architect, Landlord’s Engineer and subcontractorsLandlord’s Contractor, if deemed necessary by Landlord) selected by Landlordall permit and inspection fees and charges, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the any costs and expenses incurred by or charged to Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: for (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premisesunforeseen field conditions, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease substitution of materials or otherwise, with respect to obtaining or maintaining during or prior finishes due to the Term any governmental approvals, consents, licenses, permits unavailability of materials or certificates of use or occupancy finishes specified in the Tenant Plans (collectively, the "Governmental Authorizations"as revised) that shall or may be a condition ofwould materially delay substantial completion of Landlord’s Work, required or (iii) necessary for, or desired by Tenant in connection with, the use or occupancy modification of any portions of the demised premises by Tenant pursuant Building or its systems to this lease accommodate Landlord’s Work, and that (iv) any and all such Governmental Authorizations that shall Change to comply with applicable laws, regulations, codes or may be such a condition of or so required, necessary or desired in connection with ordinances and/or the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining requirements of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease building inspector with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's jurisdiction over Landlord’s Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. Landlord, at its sole cost and expense shall perform all commercially reasonable improvements including without limitation the finishes to prepare the Demised Premises for Tenant (a“Landlord’s Work”) For purposes other than the acquisition and installation of this leaseTenant’s fixtures, "furniture and equipment (“FF&E”). Tenant shall only be responsible for its FF&E. Landlord estimates substantial completion of Landlord's ’s Work within twelve (12) months from issuance of a building permit for Xxxxxxxx’s Work" means, collectively, the alterations and improvements subject to the demised premises to be constructed and/or installed by force majeure. Landlord shall perform Landlord’s Work in accordance with laws and in accordance with specifications reasonably approved by Tenant. The architectural, mechanical and electrical plans and specifications for the terms layout, improvements and conditions of this lease, fixtures for Landlord’s Work shall be prepared by the architecture and engineering team mutually agreed upon by Landlord and Tenant and all hard and soft costs shall be paid by Landlord as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseLandlord’s Work. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work Within not later more than ________, 20________ thirty (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as 30) days following execution of the date on which Lease, Tenant will meet with Landlord and the general contractor or design and construction team for the architect employed by Landlord with respect Building, to the construction and/or installation of Landlord's Work shall certify in writing provide to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with and the approved plans design and construction team, Tenant’s specific uses and specifications thereforfor the Demised Premises, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to in sufficient detail for preliminary plans for Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's ’s Work. Landlord shall have no liability whatsoever cause preliminary plans for Xxxxxxxx’s Work based on Tenant’s specifications to be prepared and forwarded to Tenant in within forty-five (45) days following Xxxxxxxx’s receipt of Tenant’s specifications as provided above. Tenant shall approve the event that Landlord shall fail preliminary plans for Landlord’s Work along with any reason whatsoever comments within fifteen (15) days after Xxxxxxxx’s delivery of the same to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventTenant. Thereafter, Landlord shall use commercially reasonable efforts cause the final plans for Landlord’s Work to Substantially Complete Landlord's Work as soon as possible thereafterbe prepared, sufficient for submission for permits, within one hundred twenty (120) days following approval of the preliminary plans. Landlord and Tenant agree that the selected general contractor shall use commercially reasonable efforts be approved by Tenant. Landlord’s obligations to complete any portions or aspects commence construction of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's ’s Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expenseconditioned upon reasonable confirmation that Tenant or its parent has received adequate commitments for its capital structure including grant funding. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes of this leaseAt Landlord’s sole cost and expense, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord ’s contractor shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord thatperform: (i) Landlord's Work has been substantially completed all work to the restrooms in all material respects substantially in accordance the Expansion Premises required to bring them into compliance with the approved plans and specifications therefor, if anydisabled access requirements of the San Francisco Building Code (the “ADA Requirements”); and (ii) a temporary any fire or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includinglife safety code compliance work that, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date performance of Substantial Completion Tenant’s Work (as defined below), may be required in those portions of Landlord's Work as soon as possible thereafter. Notwithstanding anything the Common Areas of the Building that are in the path of travel to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that Expansion Premises (but excluding the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence elevator lobby area of the Commencement Date (as such date is set forth Expansion Premises). The work described in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: clauses (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) of the preceding sentence is hereinafter referred to as “Landlord’s Work.” Tenant acknowledges that the term “Common Areas” does not include any portion of the 17th floor of the Building (other than stairwells), and specifically excludes those portions of the 17th floor that were previously considered Common Areas when the 17th floor was configured for occupancy by multiple tenants (such as hallways and elevator lobby areas). Landlord has no obligation to Tenant whatsoevershall perform Landlord’s Work in compliance with all applicable laws, but in all other respects Landlord’s Work shall be performed in a manner, with materials and pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior plans and specifications determined by Landlord in Landlord’s sole discretion. Tenant acknowledges that Landlord’s Work relating to the Term any governmental approvalsrestrooms in the Expansion Premises is limited to only that work required to be performed in order to bring the restrooms into compliance with the ADA Requirements. Tenant shall be responsible for all other improvements, consents, licenses, permits or certificates of use or occupancy (collectively, upgrades and other work in the "Governmental Authorizations") that shall or may be a condition of, restrooms required or necessary for, under applicable laws or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant Tenant. Other than Landlord’s obligation to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's perform Landlord’s Work, Tenant hereby acknowledges and agrees that: (A) shall lease the demised premises are being leased to Tenant by Landlord Expansion Premises in their "“as is” condition, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations improvements or improvements to perform any work in the Expansion Premises or elsewhere in the Building. Landlord shall deliver the Expansion Premises to Tenant in their as-is condition, without Landlord’s Work having been commenced or completed, it being the parties’ understanding and agreement that Landlord’s Work will be performed concurrently with respect to the demised premisesTenant’s Work (as defined below).

Landlord’s Work. (a) For purposes Landlord shall repair and maintain or cause to be repaired and maintained the Common Areas of the Property and the roof (structural portions only), exterior walls and other structural portions of the Building. The cost of all work performed by Landlord under this leaseSection 8.1 shall be an Operating Expense hereunder, "Landlord's Work" means, collectively, the alterations and improvements except to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: extent such work (i) is required due to the negligence of Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) is a temporary capital expense, or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work any other cost or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on expense, not includible as an Operating Expense under Section 5.2 hereof, or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything iii) is required due to the contrary set forth elsewhere negligence or willful misconduct of Tenant or its agents, employees or invitees (in this lease, which event Tenant hereby acknowledges and agrees that shall bear the construction and/or installation full cost of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent such work pursuant to the occurrence of indemnification provided in Section 10.6 hereof, subject to the Commencement Date (as such date is release set forth in Paragraph 1.3 of this leaseSection 10.4 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s expense, except to the extent permitted by Section 8.1(b) below, or to offset the effectiveness of cost thereof against rent, under any of the agreements law, statute, regulation or obligations of Tenant set forth ordinance now or hereafter in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)effect. (b) Landlord's Work shall If Landlord fails to perform any repairs or maintenance required to be constructed and/or installed performed by Landlord using contractors on the Building under Section 8.1(a) and such failure continues for thirty (and subcontractors30) days or more after Tenant gives Landlord written notice of such failure (or, if deemed necessary by Landlordsuch repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by days after written notice from Tenant of the demised premises in connection with completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent work against rent or other charges falling due from time to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of time under this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesLease.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlordshall, at XxxxxxxxLandlord's sole cost and expense. (c) Except , complete the improvements to the limited extentExpansion Premises as shown on the plans and specifications attached hereto as Exhibit B and made a part hereof (the "Landlord's Work") in accordance with good workmanship and materials and all applicable building codes and regulations. Landlord shall also, if anyat its sole cost and expense (and such expense shall not be included in Operating Expenses), set forth elsewhere perform maintenance and repairs to the HVAC systems, dock equipment (doors, levelers and dock locks), and facility lighting of the Expansion Premises (the "Repair Work") to insure that all are in this lease, good working order as of the First Expansion Date for the First Expansion Premises and the Second Expansion Date for the Second Expansion Premises. Tenant hereby acknowledges and agrees that: that (i) Landlord has made no representations or warranties whatsoever shall not be liable to Tenant with respect to for any inconveniences Tenant may experience during the demised premisesperformance, the condition construction or installation of the demised premises, Landlord's Work and the Repair Work which are beyond Landlord's control or the suitability for use by Tenant any delays in Landlord's completion of the demised premises in connection with Landlord's Work and the business operations Repair Work (regardless of Tenantthe length of any such delays); and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent obligated to perform the commencement Landlord's Work and the Repair Work at any time other than during normal business hours on regular business days; (iii) Tenant shall ensure that neither Tenant, nor any of Tenant's agents, sublessees, employees, representatives, contractors, subcontractors, suppliers, customers and invitees, interfere with or impede the performance and completion of the Term on Landlord's Work and the Commencement Date Repair Work (regardless of whether such Landlord's Work and Repair Work is performed by Landlord or to the effectiveness of any of the covenants Landlord's agents, employees, contractors, or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date subcontractors); (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (Biv) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect access to the demised premises.Expansion Premises (and the Existing Premises with reasonable notice during normal business hours) for the purpose of performing the Landlord's Work and the Repair Work; and

Landlord’s Work. a. Prior to the Delivery Date, Landlord shall, at Landlord’s sole cost and expense using building standard materials and finishes, separately demise the Premises, including installing separate meters for electrical and gas service and installing a new ingress/egress door to match the existing doors (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements “Landlord’s Work”). All work shall be done in a good, first-class, workmanlike manner in conformity with a valid permit when required, a copy of which shall be furnished to the demised premises to Tenant upon Tenant’s reasonable request. In any case, all such work shall be constructed and/or installed by Landlord performed in accordance with all applicable laws. Notwithstanding any failure by Tenant to object to any such work, Tenant shall have no responsibility for Landlord’s failure to comply with applicable laws. Promptly after the terms and conditions execution of this leaseLease, Landlord shall cause to be prepared a space plan depicting the Landlord’s Work (the “Demising Plan”), and Landlord shall submit the Demising Plan to Tenant for Tenant’s approval. The Demising Plan shall be consistent with the space plan attached as more particularly described Exhibit “A-1” to the Lease, and shall include all applicable specifications for the work. Within five (5) business days after its receipt of the Demising Plan, Tenant shall provide its written approval or disapproval thereof. If Tenant disapproves of the Demising Plan, Tenant shall state with specificity in Exhibit ________ attached to and hereby made a part of this leaseits written disapproval the basis for its disapproval. Landlord shall use commercially promptly revise the Demising Plan to address any reasonable efforts objections raised by Tenant in its written disapproval and shall promptly resubmit an appropriately revised Demising Plan to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date")Tenant. For purposes of this lease, Xxxxxxxx's Work This procedure shall be deemed followed until all objections have been resolved and the Demising Plan approved in writing by Tenant and Landlord; provided, however, that if a reasonably acceptable Demising Plan has not been completed and approved by Landlord and Tenant on or before the date that is fifteen (15) days after the date of final execution of the Lease for any reason other than the delay or other fault of Landlord or Landlord’s architect, then such failure shall constitute a Tenant Delay under Paragraph 1.c below. (The Demising Plan, as approved in writing by Tenant and Landlord, is hereinafter called the “Final Demising Plan.”) Promptly following approval of the Final Demising Plan, Landlord shall cause to be "Substantially Complete" as of the date on prepared construction plans and specifications which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work plans and specifications shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects be prepared substantially in accordance with the approved Final Demising Plan. Landlord shall provide a copy of the construction plans and specifications thereforto Tenant upon completion thereof, for Tenant’s information and review. b. After final approval of the Final Demising Plan, if Tenant wishes to make any change in Landlord’s Work, Tenant shall request such change in a written notice to Landlord and such request shall be accompanied by all information and instructions necessary to describe such change. Landlord shall give Tenant an estimate of the design and construction costs, if any; and , which will be incurred for such change. Tenant shall, within three (ii3) a temporary business days, notify Landlord in writing to proceed or permanent certificate not to proceed with such change. In the absence of occupancy has been issued by the governmental authority having jurisdiction with respect such written notice to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingproceed, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed obligated to make the change requested by Tenant. Tenant shall be responsible for all delay caused by changes in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent Landlord’s Work requested by Xxxxxx as of the Commencement Date)Tenant. (b) Landlord's Work c. Tenant shall be constructed and/or installed by Landlord using contractors (liable for, and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with pay all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with with, all delay in the construction and/or installation commencement or completion of Landlord's ’s Work caused by (each, a “Tenant Delay”): (a) any changes in Landlord’s Work requested by Tenant, (b) any interruption or interference in the improvement work caused by Tenant, (c) Tenant’s failure to respond to Landlord’s request for information required for the completion of Landlord’s Work within five (5) business days of Landlord’s request or (d) any other delay requested or caused by Tenant. Under no circumstances shall Landlord be liable to Tenant for any loss, cost or expense resulting to Tenant on account of delay in completion of the improvement work. d. Landlord’s Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except deemed to be “Substantially Completed” when the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees thatfollowing shall have occurred: (i) Landlord Landlord’s Work has made no representations been completed in accordance with the plans for Landlord’s Work, subject only to correction or warranties whatsoever completion of “punch list” items, which items shall be limited to Tenant minor items of incomplete or defective work or materials or mechanical maladjustments that are of such a nature that they do not materially interfere with respect to the demised premises, the condition or impair Tenant’s use of the demised premises, or the suitability Premises for use by Tenant of the demised premises in connection with the Tenant’s business operations of Tenant(“Punch List Items”); and (ii) Landlord has no obligation if necessary in order for Tenant to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to obtain a building permit for the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy construction of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so requiredImprovements (defined below), necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date then (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (Bx) Landlord shall have no obligation whatsoeverobtained from the City of San Xxxx building official or his representative a final sign-off (or reasonable equivalent thereof) on the building permit for Landlord’s Work (“Building Final”); or (y) despite using commercially reasonable efforts, pursuant Landlord shall have been unable to this lease or otherwiseobtain a Building Final, and two weeks shall have elapsed since the date Landlord has completed the Landlord’s Work per the terms of the forgoing clause (i). If Landlord is unable to make any alterations or improvements obtain the Building Final as of the date of Substantial Completion (determined in accordance with the previous sentence), then Landlord shall continue to or with respect use commercially reasonable efforts to obtain the Building Final as soon as reasonably practicable. The definition of “Substantially Completed” shall also apply to the demised premisesterms “Substantial Completion” and “Substantially Complete.”

Landlord’s Work. (a) For purposes Landlord shall perform no work in order to prepare the Leased Premises for Tenant’s occupancy. Landlord shall contribute a sum that does not exceed the cost of this lease$1,890,924.24 (the “Work Allowance”) on account of costs of labor, "Landlord's Work" meansmaterials, collectivelyarchitectural, the alterations design, engineering and improvements to the demised premises space planning fees, licenses, permits, approvals, sign-offs, moving expenses and other “soft costs” to be constructed and/or installed incurred by Tenant in connection with Tenant’s initial alterations of the Leased Premises to prepare the Leased Premises for Tenant’s occupancy thereof (the “Initial Work”). Other than the Work Allowance, Landlord shall have no obligation to expend any sums or take any actions to prepare the Leased Premises for Tenant’s occupancy, and all such actions deemed necessary or desirable by Tenant shall be performed by Tenant at Tenant’s sole cost and expense, and otherwise in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part Lease. In the event the actual cost of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" completing the Landlord's Initial Work not later is less than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as full amount of the date on which Work Allowance, and except as expressly otherwise provided herein, Tenant may, at Tenant’s election, credit the general contractor or difference between the architect employed by Landlord Work Allowance and the actual cost of completing the Initial Work against future payments of Base Rent and/or “soft” costs associated with respect Tenant’s relocation to the construction and/or installation Leased Premises, but in no event shall the amount of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with such credit exceed the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate sum of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)$188,238.00. (b) Landlord's The Work Allowance shall be constructed and/or installed payable to Tenant upon requisition, which shall be made by Landlord using contractors presentation of a completed American Institute of Architects (and subcontractors“AIA”) form G702-1992 (or, if deemed necessary such form is discontinued, any form issued by Landlordthe AIA replacing it) selected by to Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work which shall be constructed and/or installed accompanied by: (i) a certification from Tenant’s architect that the work described in a good and workerlike manner, the requisition has been completed in accordance with all applicable federal, state the plans and local laws, ordinances, rules and regulations. All of the costs and expenses incurred specifications approved by Landlord in connection with the construction Initial Work; and (b) partial lien waivers in the form annexed hereto as Exhibit “B-1” from Tenant’s general contractor, and any subcontractors, laborers and/or installation materialmen with respect to the work performed to the date of Landlord's Work shall be paid the requisition. Provided the foregoing items are delivered, Landlord will disburse the amount requested by LandlordTenant within thirty (30) days of receipt of those items, at Xxxxxxxx's sole cost and expenseor the last of them, less ten (10%) retainage. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees thatThe final requisition shall be accompanied by: (i) a certification from Tenant’s architect that all work has been completed in accordance with the plans and specifications approved by Landlord has made no representations or warranties whatsoever to Tenant in connection with the Initial Work; (b) final lien waivers in the form annexed hereto as Exhibit “B-2” from Tenant’s general contractor, and any subcontractors, laborers and/or materialmen with respect to the demised premises, work performed to the condition date of the demised premisesrequisition; (c) inspection approvals and/or permit sign-offs from any appropriate Federal, or the suitability for use by Tenant of the demised premises in connection with the business operations of state and/or local agencies and/or authorities, and/or any applicable master association having jurisdiction over Tenant’s Initial Work; and (iid) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates complete as-built sepia and CAD drawings of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.’s Initial

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, Landlord shall cause the alterations and improvements to the demised premises Tenant’s Work to be constructed and/or installed by Substantially Complete and Landlord in accordance with will deliver possession of the terms and conditions of this leasePremises to Tenant, as more particularly described in Exhibit quick as possible after the Effective Date as time is of the essence, and extended for each day of a Tenant Delays (the “Delivery Date”). By: By: Name: _Christopher X. Xxxxx ________________________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than Name: Title: __President________, 20_________________________ (Title: 1. Sidewalks, doorways, vestibules, corridors, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the "Substantial Completion Target Date")Premises and for going from or to another part of the Building. 2. For purposes of this lease, Xxxxxxxx's Work Plumbing fixtures and appliances shall be deemed used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable materials shall be thrown or placed therein. Damage resulting to any such fixtures or appliances or surrounding areas from misuse by Tenant shall be "Substantially Complete" as repaired at the sole cost and expense of Tenant, and Landlord shall not in any case be responsible therefor. 3. No signs, advertisements or notices shall be painted or affixed on or to any windows or doors or other parts of the date Building except of such color, size and style and in such places as shall be first approved in writing by Landlord. No nails, hooks or screws shall be driven or inserted in any part of the Building except by the Building maintenance personnel nor shall any part of the Building be defaced by Tenant. No curtains or other window treatments will be placed between the glass and the Building standard window treatments. 4. Landlord will provide and maintain an alphabetical directory of each Tenant’s firm name on which the general contractor or first floor (main lobby) of the architect employed Building. No other directory shall be permitted unless previously consented to by Landlord in writing. 5. Tenant shall not place any additional lock or locks on any doors in or to the Premises without Landlord’s prior written consent. A reasonable number of keys to the locks on the doors which access the Premises from the common areas shall be furnished by Landlord to Tenant, and Tenant shall not have any duplicate keys made. Upon termination of the Lease, Tenant shall return all keys to Landlord and shall provide to Landlord a means of opening all safes, cabinets and vaults being left with the Premises. 6. With respect to work being performed by Tenant in the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance Premises with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work, Tenant will refer all contractors, contractor’s representatives and installation technicians rendering any service to them to Landlord for Landlord’s supervision, approval and control before the performance of any contractual services. This provision shall apply to work performed in the Building including, but not limited to, installation of telephones, telegraph equipment, electrical devices and attachments, and any and all installation of every nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment and any other physical portion of the Building. Tenant must have Landlord’s written approval prior to employing any contractor. Any and all such contractors shall comply with these Rules and Regulations for such services including, but not limited to, insurance requirements. All work in or on the Building shall comply with any and all codes. 7. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of any bulky materials, merchandise or materials which require use of elevators or stairways, or movement through the Building entrances or lobby shall be restricted to such hours as Landlord shall designate. All such movement shall be under the supervision of Landlord and in the manner agreed between Tenant and Landlord by prearrangement before performance. Such prearrangement initiated by Tenant will include determination by Landlord, and subject to its decision and control, as to the time, method and routing of movement and as to limitations for safety or other concerns which may prohibit any article, equipment or any other item from being brought into the Building. Tenant is to assume all risk as to damage to articles moved and injury to person or public engaged or not engaged in such movement, including equipment, property and personnel of Landlord and other tenants if damaged or injured as a result of acts in connection with carrying out this service for Tenant from the time of entering the property to completion of work; and Landlord shall not be liable for acts of any person engaged in, or any damage or loss to any of said property or persons resulting from any act in connection with such service performed for Tenant. 8. Landlord shall have no liability whatsoever the power to Tenant prescribe the weight and position of safes and other heavy equipment, which shall, in all cases, be positioned to distribute the weight and stand on supporting devices approved by Landlord. All damage done to the Building by taking in or putting out any property of Tenant, or done by Tenant’s property while in the event that Landlord Building, shall fail be repaired at the expense of Tenant. 9. Tenant, in its capacity as an employer, shall establish – and shall use reasonable measures to enforce – a policy for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date its employees, which prohibits firearms (including, without limitationbut not limited to, concealed handguns) in the Building and the Premises. 10. Tenant shall cooperate with Landlord’s employees in keeping its Premises neat and clean. Tenant shall not employ any person for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in the purpose of such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereaftercleaning other than the Building’s cleaning and maintenance personnel. Landlord shall use commercially reasonable efforts be in no way responsible to complete Tenant, its agents, employees or invitees for any portions loss of property from the Premises or aspects public areas or for any damage to any property thereon from any cause whatsoever. 11. To insure orderly operation of Landlord's Work which the Building, no ice, mineral or other water, towels, newspapers, etc. shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything delivered to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work Premises except by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) persons appointed or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred approved by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expensewriting. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes Landlord agrees to (i) disassemble certain work stations which are in the location of this leasethe new demising wall referenced in (ii) below and necessary to be removed in order to construct the demising wall (ii) install a demising wall for the Expansion Space where noted on Exhibit A attached hereto (iii) remove work stations in the Expansion Space not being utilized by Tenant and of which Tenant gives Landlord written notice on or before February 15, 2004 and (iv) remove one (1) conference room table (collectively (i), (ii), (iii) and (iv) being "Landlord's Work" means") at Landlord's sole cost and expense on or before the Commencement Date, collectively, the alterations utilizing quality material and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseconstruction practices. Landlord shall use commercially reasonable efforts to "Substantially Complete" the The Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall will be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed performed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workgeneral contractor. Landlord shall have no liability whatsoever agrees to Tenant in use good faith diligent efforts to complete the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Commencement Date. With the exception only of Landlord's Work, the Premises shall be leased to Tenant in its "as is, where is" condition as of the date hereof and on the Commencement Date (including, without limitation, and Landlord shall not be required to make nor to pay for any damages that Tenant may suffer as a result thereof alterations or improvements necessary or required in connection therewith); provided, however, in such event, Landlord shall with Tenant's use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafterand/or occupancy of the Premises. Landlord shall use commercially reasonable good faith efforts to complete the Landlord's Work and deliver the Expansion Space to Tenant broom-clean and free of all occupants on or before March 1, 2004. The Commencement Date of this Lease shall be the first to occur of (i) the date of substantial completion of the Landlord's Work and the Approved Tenant's TI Work (as defined in Section 3.2(b) and delivery of the Expansion Space broom-clean and free of all occupants or (ii) the date upon which Tenant commences use or occupancy of all or any portions part of the Expansion Space for the Permitted Uses as opposed to mere entry for the limited purposes allowed in connection with an Early Entry (as hereafter defined). At such time and to the extent that Landlord shall reasonably determine that Landlord's Work (as said term is hereafter defined) has progressed to the point that entry by Tenant or aspects Tenant's contractors will not materially interfere with the performance and completion of Landlord's Work, Landlord shall permit Tenant, Tenant's employees and Tenant's contractors and vendors to enter the Premises prior to the Commencement Date ("Early Entry") in order to perform Tenant's TI Work which and installations of telecommunications, voice and data systems, furniture and other equipment. Such Early Entry shall be incomplete as upon and subject to all of the date terms, covenants and provisions of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees Lease notwithstanding that the construction and/or installation of Landlord's Work by Landlord Commencement Date shall not then have occurred except that Tenant shall not be deemed in any way responsible for the payment of Basic Rent and Additional Charges pursuant to constitute a condition precedent to Sections 5 and 6 hereof until the occurrence of the Commencement Date Date. Tenant shall have the right, but not the obligation, to, within thirty (30) days after the Commencement Date, have the rentable square footage of the Expansion Space measured by an architect or engineer selected by Tenant and approved by Landlord which approval will not be unreasonably withheld. If Tenant fails to complete such measurement and deliver a copy thereof to Landlord together with a notice (a "Measurement Notice") claiming a right to remeasurement hereunder within thirty (30) days after the Commencement Date, such failure shall constitute a waiver on the part of the Tenant to thereafter measure or challenge the rentable square footage of the Expansion Space. If such Measurement Notice and related measurement of the rentable square footage of the Expansion Space is delivered to Landlord within such thirty (30) day period, then Landlord and Tenant shall promptly meet in an attempt to resolve their differences as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any rentable square footage of the agreements or obligations Expansion Space and pending resolution of Tenant such differences, the Expansion Space shall be deemed to continue to have rentable square footage set forth in this lease with respect Lease. Upon agreement or final resolution by a court of competent jurisdiction as to the demised premises (including, without limitationrentable square footage of the Expansion Space, the commencement Annual Fixed Rent and Tenant's Proportionate Share shall be adjusted to take into account any increase or decrease of the obligation to pay Rent by Xxxxxx as rentable square footage resulting from such measurement. Tenant's architect or engineer shall use Landlord's measurement method for the calculation of rentable square footage in the Building in determining rentable square footage of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Premises. Upon request of Landlord, in Landlord's sole and absolute discretion, Tenant shall promptly execute a declaration setting forth the actual Commencement Date of this Lease as having experience in connection with well as any adjustment to the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All rentable square footage of the costs Premises and expenses incurred by Landlord in connection with the construction and/or installation of LandlordTenant's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition Proportionate Share resulting from remeasurement of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained Expansion Space by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes Landlord shall construct or cause the construction of this leasethe Building and the Improvements, "Landlord's Work" meansand any necessary or appropriate off-site improvements (the “Off-Site Improvements”), including the Xxxxxx Xxxx road improvements, acceleration and deceleration lanes, traffic signalization and control devices, curb cuts and driveways, on-site and/or off-site retention ponds, storm water and sanitary sewer drainage, and easements for access, maintenance and use thereof (collectively, the alterations “Landlord’s Work”), in substantial compliance with the plans and improvements to the demised premises specifications which Landlord shall cause to be constructed and/or installed by prepared and submitted to Tenant for its approval, which shall not be unreasonably withheld, conditioned or delayed. Landlord in accordance with the terms and conditions Tenant have agreed to a set of this leasepreliminary plans for site design and building and office design, as more particularly described in Exhibit ________ C attached hereto and incorporated herein by this reference, and specifications attached hereto as Exhibit D and incorporated herein by this reference (collectively the “Plans and Specifications”). Once the parties have approved final plans for the Leased Premises, the same shall be attached hereto as Exhibit C-1 and shall be incorporated herein by this reference, and shall supercede the preliminary plans initially attached to this Lease as Exhibit C. Landlord shall, at its sole costs and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord thatexpense: (i) obtain all permits and approvals necessary for the completion of Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any’s Work; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to complete Landlord's ’s Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance compliance with all applicable federallaws, state and local lawsstatutes, ordinances, rules and regulations; and (iii) pay all taxes and fees (including but not limited to all tap-in and impact fees) applicable to the construction and delivery of the Leased Premises. (b) Landlord shall receive up to three (3) subcontractor bids for any changes to the final Plans and Specifications (any such change a “Change Order”). Landlord and Tenant shall review Change Order bids together. Landlord and Tenant shall agree in writing which subcontractor bid is elected for completion of said Change Order. All of Change Orders must be approved in writing by both Landlord and Tenant prior to Landlord initiating any Change Order. For each additional Thirty-Eight Thousand Dollars ($38,000.00) in Change Order cost requested by Tenant, the costs and expenses incurred annual Rent per square foot shall go up by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expensean amount equal to $.01. (c) Except Landlord shall complete Landlord’s Work and deliver the Leased Premises to Tenant according to the Project Milestones Schedule (including but not limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.each specific

Landlord’s Work. Landlord shall, at Landlord’s expense, cause to be performed the work required by Exhibits B and C (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions “Landlord’s Work”). The first portion of this lease, Landlord’s Work is as more particularly described in set forth on Exhibit ________ B attached to and hereby made a part this Lease (the “Initial Landlord’s Work”). The second portion of Landlord’s Work is as set forth on Exhibit C attached to this leaseLease (the “Remaining Landlord’s Work”). Landlord shall commence Landlord’s Work following the Date of this Lease with the understanding that Landlord shall diligently attend to those components of the Initial Landlord’s Work as necessary to meet the Initial Landlord’s Work Target Date stated in Section 1.1 above in order for Tenant to commence Tenant’s Work (defined below). Landlord s Work shall be done in a good and workmanlike manner employing good materials and so as to conform to all applicable building laws. Tenant agrees that Landlord may make any changes in such work which may become reasonably necessary or advisable without approval of Tenant, provided written notice is promptly given to Tenant. It is the intent of the parties that Tenant may commence Tenant’s Work (as defined below) while Landlord is performing the Initial Landlord’s Work, with the understanding that all portions of Landlord’s Work (both the Initial Landlord’s Work and the Remaining Landlord’s Work) and Tenant’s Work can be performed simultaneously, it being agreed that Tenant and Landlord shall reasonably cooperate with each other to facilitate such work. Tenant wishes to move into that portion of the Premises that Tenant intends to use commercially reasonable as laboratory space (the “Lab Space”) by December 31, 2016. Provided that the same will not delay the Substantial Completion of Landlord’s Work (or any component thereof), Landlord intends to cooperate with Tenant’s efforts to "obtain a temporary certificate of occupancy for the Lab Space to enable Tenant to occupy the Lab Space on such date. Landlord agrees that Tenant may make changes in Landlord’s Work to request upgrades to certain components with the approval of Landlord (which approval shall not be unreasonably withheld, conditioned or delayed taking into account time constraints for the completion of Landlord’s Work, and otherwise utilizing the standards set forth in Section 6.2.5 regarding Landlord’s approval of alterations) and the execution by Landlord and Tenant of a Work Change Order, in the form attached hereto as Exhibit D. Tenant shall be responsible for all costs associated with such change orders or upgrades, including but not limited to any engineering or other professional fees associated with such items. The terms “Substantially Complete" Completed”, “Substantial Completion” or any permutation thereof as used herein shall mean that the applicable portion of Landlord's ’s Work (i.e. the Initial Landlord’s Work and/or the Remaining Landlord’s Work) has been completed with the exception of minor items which can be fully completed without material interference with Tenant and other items which because of the season or weather or the nature of the item are not later than ________practicable to do at the time, 20________ provided that none of said items is necessary to make the Premises tenantable for the Permitted Uses. However, if Landlord is delayed from Substantially Completing any portion of Landlord’s Work (i.e. the "Substantial Completion Target Date"Initial Landlord’s Work and/or the Remaining Landlord’s Work) because of a Tenant Delay (defined in Section 3.2 below). For purposes , then such portion of this lease, Xxxxxxxx's Landlord’s Work shall be deemed to be "“Substantially Complete" as Completed” on the date that such work would have been Substantially Completed but for such Tenant Delay (but Landlord shall not be relieved of the date on which obligation to actually complete Landlord’s Work). Provided the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work Lease is fully executed on or before the Substantial Completion Target Date August 23, 2016, then, subject to Force Majeure events (including, without limitation, for defined in Section 10.5 hereof) and any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventDelay, Landlord shall use commercially reasonable efforts diligence to cause (a) the Initial Landlord’s Work to be Substantially Complete Completed by the Initial Landlord's ’s Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this leaseTarget Date, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) the Remaining Landlord's ’s Work to be Substantially Completed by the Remaining Landlord’s Work Target Date. In the event that the entirety of Landlord’s Work (both Initial Landlord’s Work and the Remaining Landlord’s Work) is not Substantially Completed by February 7, 2017, for any reason other than a Tenant Delay or Force Majeure event, then the Rent Commencement Date shall be constructed and/or installed extended by Landlord using contractors one (and subcontractors, if 1) day for each day of delay thereafter until the entirety of Landlord’s Work is Substantially Completed (or is deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretionSubstantially Completed, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rentabove). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. A. Landlord agrees to cause to be performed, at its sole expense, the work to the front entry and facade of the Building substantially as shown on the plan attached hereto as Exhibit C (athe “Facade Work”), and the base building improvements described in Exhibit C-l attached hereto and incorporated herein by reference (the “Base Building Work”). Subject to the provisions of Section 10.5 of the Lease, and any delay caused by Tenant, the Landlord’s Facade Work described in Exhibit C, and the Base Building Work described in Exhibit C-l, shall all be substantially completed (defined below) For purposes no later than the date (the “Substantial Completion Date”) which is 120 days after the Site Plan Approval Date, provided Tenant cooperates with Landlord’s reasonable and necessary requirements to timely perform such work and coordinate the same with a corresponding Phase of this leaseTenant’s Work, "as applicable, and provided further that there is no delay caused by Tenant. The Facade Work and the Base Building Work are sometimes collectively referred to herein as “Landlord's ’s Work" means.” B. All of Landlord’s Work shall be completed by Landlord’s contractor, in a good and workmanlike manner employing good materials and so as to conform to all applicable governmental laws, statutes, ordinances, rules, codes and regulations (collectively, the alterations “Applicable Laws”). Landlord agrees to cause its architects, engineers and improvements contractors to coordinate and reasonably cooperate with those of Tenant to enable Tenant’s Work to be performed on schedule. Subject to the demised premises provisions of Section 10.5 of the Lease, if Landlord fails to substantially complete all of Landlord’s Work by the date which is 30 days after the Substantial Completion Date, and such failure is not due to the actions or inaction of Tenant, then Tenant, at its option, may perform the work to complete any uncomplete portions of Landlord’s Work, and Landlord shall, within thirty (30) days after demand therefor, reimburse Tenant for all out of pocket costs incurred by Tenant in completing such work, together with interest thereon at the Prime Rate as published in the Wall Street Journal from time to time plus two percentage points per annum. C. The term “substantially completed” as used herein shall mean that the work to be constructed and/or installed performed by Landlord in accordance pursuant to Exhibits C and C-l has been completed with the terms and conditions exception of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) defects in Landlord's ’s Work has been substantially completed in all material respects substantially in accordance with of which Tenant shall have given notice to Landlord within one (1) year after the approved plans and specifications thereforSubstantial Completion Date, if any; and (ii) a temporary minor items which can be fully completed without material interference with Tenant, and other items which because of the season or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work weather or the governmental authority having jurisdiction with respect nature of the item are not practicable to do at the time, provided that none of said items is necessary to make the Premises tenantable. Any dispute between the parties as to whether substantial completion of Landlord's ’s Work has otherwise evidenced its approval occurred which continues for thirty (30) days after notice from either party to the other, may upon request of Landlord's Work. Landlord shall have no liability whatsoever either party be submitted for resolution to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which mutually acceptable architect whose decision shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term binding on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesparties.

Landlord’s Work. (a) For purposes Landlord, at Landlord’s sole cost and expense, shall perform the work (“Landlord’s Work”) set forth in the job budget (the “Job Budget”) prepared by Vantage Builders, Inc., dated May 22, 2014, consisting of this leasetwo (2) pages, "Landlord's Work" means, collectively, and attached hereto as Exhibit D (Job Budget) in order to deliver the alterations and improvements to the demised premises to be constructed and/or installed by Landlord Premises in accordance with the terms space plan prepared by Design-Science, dated April 29, 2014, consisting of one (1) page, and conditions attached hereto as Exhibit A (Plan of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement DatePremises). (b) Subject to delays due to events of Force Majeure (as hereinafter defined) or Tenant Delay (as hereinafter defined), Landlord shall use reasonable care and diligence to complete Landlord's ’s Work as quickly and efficiently as possible, but Tenant shall be constructed and/or installed by have no claim against Landlord using contractors for failure to complete Landlord’s Work; provided, however, that in the event that Landlord does not Substantially Complete (and subcontractorsas hereinafter defined) Landlord’s Work on or before June 27, if deemed necessary by Landlord) selected by Landlord2014 (the “Outside Completion Date”), in Landlord's sole and absolute discretion, as having experience in connection Landlord shall provide Tenant with the construction and/or installation of alterations and improvements similar in nature a license to Landlord's Work. Landlord's Work shall be constructed and/or installed in use a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All portion of the costs 2nd Floor of the Building measuring approximately 2,426 rentable square feet, and expenses incurred by Landlord in connection with shown on Exhibit F (Plan of Temporary Premises) to this Lease (the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense“Temporary Premises”). (c) Except Landlord’s Work shall be performed in a Building Standard manner using Building Standard materials. (d) If Tenant wants Landlord to perform or supply any additional work or non-Building Standard work, installations, materials or finishes (“Extra Work”) over and above, or in lieu of, Landlord’s Work, Landlord may refuse such request for Extra Work. Any agreement to do Extra Work must be in writing describing the limited extentExtra Work, if anythe price to be paid by Tenant and any payment terms therefor. Any and all costs incurred for the preparation, set forth filing or approval of plans and specifications relating to Extra Work shall be paid for by Tenant without regard to whether or not Landlord agrees to do Extra Work. If Tenant fails to make any agreed payment for Extra Work within five (5) days after Landlord invoices Tenant for the same, Landlord shall have the same remedies against Tenant for such non-payment as for non-payment of any other item of Rent. (e) Notwithstanding anything contained herein or elsewhere in this leaseLease to the contrary, Tenant hereby acknowledges and agrees thatif there is any increase in Landlord’s cost for Landlord’s Work or if Landlord is delayed in substantial completion of Landlord’s Work as a result of: (i) Landlord has made no representations Landlord’s performance of Extra Work; or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term performance of any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired work by Tenant or Tenant’s Agents, then, in connection withsuch event, the use or occupancy of the demised premises by (a) Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenantresponsible for the increase in Landlord’s cost for Landlord’s Work, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on (b) the Commencement Date or shall be deemed to be the effectiveness of any of date on which Landlord’s Work would have been Substantially Complete but for the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesdelay.

Landlord’s Work. (a) For purposes Landlord will perform, or cause to be performed all of this lease, "Landlord's Work" means, collectively, the alterations and improvements Work with respect to the demised premises Additional Premises, subject to be constructed and/or installed by Landlord the allowance provisions set forth below, in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseApproved Plans. Landlord and/or its agents and subcontractors will be solely responsible for coordinating and performing Landlord's Work. Xxxxxxx Properties, LLC will serve as general contractor (the "General Contractor") and shall use commercially reasonable efforts to "Substantially Complete" the be compensated for its services only as set forth in paragraph (c) below. (b) Landlord shall perform all Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date")in a good and workmanlike manner and in compliance with all applicable governmental regulations and current industry standards. For purposes of this lease, Xxxxxxxx's Work All construction materials used shall be deemed subject to be "Substantially Complete" as Landlord's normal and customary warranties and Landlord will diligently pursue to completion the prompt correction of the date on which the general contractor or the architect employed all warranty claims by Landlord Tenant with respect to the construction and/or installation (i) substantial adherence to the Approved Plans, (ii) the good and workmanlike performance of Landlord's Work shall certify in writing to Landlord that: Work, and (iiii) the freedom of all such Landlord's Work has been substantially completed from latent defects. Tenant and Tenant's consultants shall have the right, but not the obligation, to review, monitor and approve all work and materials involved in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or throughout the governmental authority having jurisdiction with respect entire construction process for adherence to Landlordthe Approved Plans, provided Tenant and/or Tenant's Work has otherwise evidenced its approval consultants do not cause delays in the performance of Landlord's Work. Landlord or its designees shall have no liability whatsoever obtain all permits, certificates (including a certificate of occupancy or its equivalent) and other governmental approvals from all governmental agencies having jurisdiction which are necessary for the completion of Landlord's Work. (c) Tenant shall pay Landlord a fee equal to five percent (5%) of only Landlord managed costs for the services of the General Contractor related to the construction of the interiors of the Additional Premises, and (ii) market reasonable general conditions and reimbursements in the same manner and form as applied to the first data center transaction with Neustar. Except as expressly provided in i.) and ii.) above, Landlord, may not charge to Tenant directly or indirectly any form of supervisory fee in connection with its rights to supervise the event that Landlord shall fail for any reason whatsoever to Substantially Complete LandlordTenant's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlordwith the approval of Tenant's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges plans and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)specifications. (bd) None of the costs of Landlord's Work shall be constructed and/or installed included in Operating Costs payable by Tenant nor shall such costs otherwise be charged to Tenant except as provided in this Section 6. (e) Landlord using contractors (agrees that the Additional Premises will be delivered to Tenant at the Lease Commencement Date free of all Hazardous Substances as defined in the Amended Lease except for those items used for ordinary construction and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work office purposes which items shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federalEnvironmental Legal Requirements. (f) Landlord warrants and represents that, state at Landlord's sole cost and local lawsexpense (and without any charge to Tenant or against the Tenant Allowance hereinafter provided) that all leasehold construction improvements and Building systems will be in good working order including (i) all electric systems and related distribution which is located in, ordinancesor which serves, rules the Additional Premises, (ii) all HVAC systems and regulations. All of related distribution located in or serving the Additional Premises, and (iii) all plumbing systems and related distribution which is located in and serves the Additional Premises, including rest rooms pursuant to prevailing county building codes. (g) Except as specifically otherwise set forth in this Section 6 all costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except Tenant to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees thatLandlord as follows: (i) fifty percent (50%) thereof upon approval of the Approved Plans, (ii) forty percent (40%) thereof within fifteen (15) days of the Lease Commencement Date and (iii) the final ten percent (10%) thereof within fifteen (15) days after Landlord's completion of the final Tenant approved punch list. However, notwithstanding the foregoing, Tenant may elect by written notice to Landlord has made no representations or warranties whatsoever given not later than the date of approval of the Approved Plans, to fund and amortize the cost of Landlord's Work up to, but not in excess of One Hundred Four Thousand Dollars ($104,000.00) (computed at the rate of $8.00 per rentable square feet within the Additional Premises) over the Lease term (exclusive of any renewal term) at an interest rate of ten percent (10%) per annum. If Tenant so elects, the parties shall enter into an addendum to this Fourth Amendment setting forth the increased Base Rentals resulting therefrom. (h) Tenant shall have the right to select and use its own space planner/architect (the "Tenant's Architect") with respect to the demised premises, the condition planning and designing of the demised premisesAdditional Premises subject to the approval of Landlord, or the suitability for use by Tenant which shall not be unreasonably withheld. All fees of the demised premises in connection Tenant's Architect and other costs associated with the business operations services of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease 's Architect shall be obtained and/or maintained by at Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent Landlord hereby pre-approves Tenant's right to select GanekBear Architects, Inc. as the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of XxxxxxxxTenant's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesArchitect.

Landlord’s Work. Landlord shall, at its sole cost and expense, have a licensed architect and mechanical engineer (aif necessary) For purposes prepare mechanical engineering plans (“MEPs”) and construction drawings for the Premises for permitting by Plainsboro Township (“Construction Drawings”) based on the design plans and specifications developed by Tenant and Tenant’s architect which design plans and specifications are attached as Exhibit D to the Lease (“Tenant Designs and Specifications”). Tenant previously delivered to Landlord the Tenant Designs and Specifications in AutoCAD and shall within two (2) days of execution of this leaseWork Letter, "Landlord's Work" meansdeliver to Landlord the Tenant Designs and Specifications in such other reasonably requested format. Landlord shall cause its contractors to undertake to complete in a workmanlike manner, collectively, construction of the alterations and improvements to the demised premises to be constructed and/or installed by Landlord Premises in accordance with the terms MEPs and conditions of this leaseConstruction Drawings, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant subject to the terms and conditions of this lease commence as the Lease, and with the applicable building codes and regulations, and all other laws applicable thereto. Landlord shall provide a “turnkey” installation of Landlord’s Work using Landlord’s contractors. Landlord and Tenant acknowledge that such construction schedule is subject to change from time to time. The Construction Drawings shall control for all purposes related to construction of the Commencement Date Premises, however, Landlord and Tenant acknowledge that the Construction Drawings, while complete for purposes of obtaining permits and approvals and for purposes of construction, may not reflect certain work to be undertaken by Landlord as “Extras” as defined and more fully described in Section 3 of this Exhibit C. Landlord and Tenant acknowledge that the Extras shall include: (including1) Tenant’s requested upgrades in materials and finishes from Landlord’s Building Standard Work described in Sub-section A of this Section 1 below; (2) additional work set forth in Tenant’s Designs and Specifications highlighted therein in yellow and referenced “HIGHLIGHT INDICATES ALTERNATE SCOPE ABOVE THE LANDLORD TURNKEY”; (3) Tenant’s telephone and data cabling and related work, without limitation, the covenants and obligations of Tenant (4) otherwise as set forth in this lease with respect Exhibit C, and (5) additional work requested by Tenant pursuant to the payment procedures set forth in Section 3, Extras below. Prior to submission of Rent). Furthermore, subject the Construction Drawings to the performance Municipality, Landlord shall provide Tenant with a set of Xxxxxxxx's Work“progress prints” of the Construction Drawings with a one (1) time opportunity to review and approve the Construction Drawings, such approval to be given within two (2) business days of the date that Landlord delivers the final prints, and if not so approved or commented upon then Tenant’s approval right shall be waived without further notice. Tenant hereby acknowledges and agrees that: (A) that anything to the demised premises are being leased to Tenant by Landlord in their "as iscontrary contained herein notwithstanding, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, the right to make any alterations or improvements to or with respect field changes to the demised premisesspace layout plan represented in the Construction Drawings which are reasonably required to optimize the Premises layout, flexibility, or usability, or otherwise to comply with rules, regulations, and laws. Notwithstanding the foregoing, provided that it will not cause any delay in the construction process, Landlord shall provide Tenant with a reasonable opportunity to review and approve any material field changes.

Landlord’s Work. Landlord shall perform or cause to be performed the work (a) For purposes of this lease, "Landlordthe"Landlord's Work" means, collectively, ") necessary to alter and improve the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects Premises substantially in accordance with the approved plans Drawings. Tenant shall be solely responsible for all costs and specifications thereforexpenses of performing all of Landlord's Work in and to the Premises in accordance with the Drawings, if anyincluding without limitation: (i) the costs of all architectural and engineering fees and expenses; (ii) permits and taxes; and (iiiii) a temporary or permanent certificate construction manager costs and fees, to the extent such costs and expenses are in excess of occupancy has been issued by $47,520.00 (the governmental authority having jurisdiction with respect "Tenant Improvement Allowance"). Tenaqt will not be entitled to any credit of any unused portion of the Tenant Improvement Allowance. In any event, except for Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval performance of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation Premises otherwise are in all respects being leased by Landlord to Tenant, and shall be accepted by Tenant, in their current condition and that Landlord shall have no other obligation or duty whatsoever to make any other alterations, repairs or improvements of any kind or nature in or to the Premises in order to prepare same for Tenant's occupancy. Tenant shall be solely responsible to pay Landlord for all costs over and above the Tenant Improvement Allowance incurred or to be incurred in connection with completing Landlord's Work. If at any time Landlord reasonably estimates that the cost of Landlord's Work will exceed the Tenant Improvement Allowance (such excess costs are referred to hereinafter as the "Excess Costs"), then Tenant shall immediately pay Landlord, upon request therefore, the Excess Costs, as additional rent due hereunder. Tenant acknowledges and agrees that the Drawings have not been completed and that it is therefore impossible to accurately estimate the costs of Landlord's Work, and that Landlord intends to use its designated and affiliated contractor (Keystone) or other contractor designated by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to perform Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) that the Premises otherwise are in all respects being leased by Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premisesTenant, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained accepted by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is current condition and with all defects" condition as of the Commencement Date; and (B) that Landlord shall have no other obligation whatsoever, pursuant to this lease or otherwise, duty whatsoever to make any alterations other alterations, repairs or improvements to of any kind or with respect nature in or to the demised premisesPremises in order to prepare same for Tenant's occupancy.

Landlord’s Work. (a) For purposes Landlord shall, at its own expense, deliver the Premises to Tenant with the work completed (the "Work") as depicted on the Space Plan attached to this Lease as Exhibit "D", all in accordance with Building Standard specifications. (b) Landlord shall, at its own expense, paint the previously painted walls of this leasethe Premises to Building Standard colors. It is expressly understood that under Building Standard, "Tenant shall be limited to one color selection in any room or area. (c) Landlord shall, at its own expense, carpet the Premises to Building Standard with any carpet selected by Tenant from Landlord's Work" means, collectively, Building Standard carpets. It is expressly understood that the alterations and improvements to the demised premises carpeting shall be deemed to be constructed and/or installed by Landlord a permanent leasehold improvement and shall, accordingly, not be removed from the Premises upon the termination or expiration of the Lease. (d) Xxxxxxxx has not agreed to perform any other work in the Premises, and all other work necessary to complete the Premises shall be done at Tenant's sole cost and expense, in accordance with the terms and conditions of this leasethe Lease. If at Xxxxxx's request, Xxxxxxxx agrees to do any work in connection with the completion of the Premises, such other work shall be done at Tenant's sole cost and expense, as more particularly described an extra, in Exhibit ________ attached accordance with plans, drawings, and specifications furnished by Xxxxxx, subject to and hereby made a part the approval of this leaseLandlord. Prior to commencing any additional work, Landlord shall use commercially reasonable efforts submit to "Substantially Complete" Tenant written estimates of the Landlord's Work not later than ________cost thereof and if Tenant shall fail to approve such estimates within seven (7) days from the receipt thereof, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work same shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans disapproved and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be authorized to proceed with such additional work and Tenant shall be deemed in any way to constitute a condition precedent to have abandoned its request therefor. If the occurrence estimates are approved and Landlord proceeds with such additional work, Tenant shall pay Landlord the cost thereof (including direct costs for rubbish removal, hoisting, permits, and similar items) plus fifteen percent (15%) of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) said cost for Landlord's Work shall be constructed and/or installed by Landlord using contractors (supervision and subcontractorsconstruction management services, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole upon being billed therefore at any time and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature from time to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expensetime. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes of this leaseLandlord, "or its designated contractor(s), at Landlord's Work" means’s expense, collectively, the alterations and improvements to the demised premises shall perform or cause to be constructed and/or installed by performed the work described on Exhibit C annexed hereto (“Landlord’s Initial Work”) in accordance with the provisions thereof. During Tenant’s performance of Tenant’s Initial Alterations, Landlord or its designated contractor(s), at Landlord’s expense, shall perform or caused to be performed the additional work described on Exhibit C annexed hereto (“Landlord’s Additional Work”) in accordance with the terms thereof. Landlord’s Initial Work and conditions Landlord’s Additional Work is sometimes collectively referred to herein as “Landlord’s Work”. In connection with Landlord’s performance of Landlord’s Additional Work and Tenant’s performance of Tenant’s Initial Alterations, both Landlord and Tenant hereby agree to reasonably cooperate with each other in the coordination of each party’s performance of their respective work in order to minimize interference with each of the same, but nothing contained in this lease, as more particularly described Section 8.01 shall be deemed to require Landlord or Tenant to perform their respective work on an overtime or premium pay basis. All initial improvements which do not constitute Landlord’s Work shall constitute Alterations and shall be performed by Tenant at Tenant’s expense in Exhibit ________ attached to and hereby made a part of this leaseaccordance with Section 4.01. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's ’s Work shall be deemed to be "Substantially Complete" as of have been substantially completed on the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's ’s Work has been completed, other than (a) minor details or adjustments, (b) items which, in accordance with good construction practice, should be performed after completion of Tenant’s Initial Alterations (such items in clauses (a) and (b) hereinafter collectively, the “Punch-List Items”) and (c) any part of Landlord’s Work that is not completed due solely to Tenant Delay; provided that Landlord shall complete the Punch-List Items within forty-five (45) days of substantial completion of Landlord’s Work, subject to extension due to delays caused by Force Majeure or Tenant Delay. Any dispute between Landlord and Tenant under this Section 8.01 in determining whether Landlord’s Work is substantially completed in all material respects substantially shall be submitted to expedited arbitration in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate provisions of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement DateSection 9.09(b). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes of this leaseLandlord shall, "at Landlord's Work" means’s expense, collectively, perform the alterations work described in Exhibit B attached hereto and made a part hereof in order to make certain improvements to the demised premises so-called shell and core of the Building (hereinafter referred to as the “Base Building Work”). In addition, Landlord shall perform such further work as may be constructed and/or installed necessary to lay out the Demised Premises for Tenant’s occupancy (hereinafter referred to as the “Premises Work”). Tenant shall furnish final architectural, electrical and mechanical construction drawings and specifications describing the Premises Work (hereinafter referred to as the “Plans”). The Plans shall be subject to approval by Landlord and Landlord’s Architect (which approval shall not be unreasonably withheld or delayed in accordance the case of any proposed Premises Work of an interior, non-structural nature) and shall be prepared so as to comply with their requirements in order to avoid conflict with the terms design and conditions function of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leasethe Building. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work It shall be deemed Tenant’s responsibility to be "Substantially Complete" as of assure that the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing Plans have been delivered to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the and approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work as aforesaid on or before the Substantial Completion Target Date (includingFinal Plans Date. Tenant has assured itself by direct communication with architects and engineers that the final, without limitationapproved Plans can be delivered to Landlord on or before the Final Plans Date, for any damages provided that Tenant promptly furnishes complete information concerning its requirements to said architects and engineers as and when requested by them; and Tenant covenants and agrees to cause said final, approved Plans to be delivered to Landlord on or before said Final Plans Date and to devote such time as may suffer as a result thereof or be necessary in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts consultation with said architects and engineers to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts enable them to complete any portions or aspects and submit all Plans within the required time limit. Following the presentation to Landlord of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges invoices and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature receipts evidencing to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good ’s reasonable satisfaction the architectural and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the engineering costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premisesPlans, Landlord shall pay to Tenant an amount equal to such costs (hereafter referred to as the condition “Design Allowance”). Landlord shall solicit bids from the contractors identified on Exhibit B-1 attached hereto and made a part hereof for the performance of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation Premises Work subject to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions as Landlord may customarily prescribe for projects of this lease commence as such type. Landlord shall provide copies of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased such bids to Tenant by Landlord in their "as isand Tenant shall, where is and with all defects" condition as of within seven (7) days thereafter, select a contractor from among the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant bidders to this lease or otherwise, to make any alterations or improvements to or with respect to perform the demised premisesPremises Work.

Landlord’s Work. (a) For purposes of this leaseLandlord shall perform the work set forth in the Construction Drawings (as hereinafter defined) (collectively, "Landlord's Work" means"), collectively, the alterations in and improvements to the demised premises Premises in order to be constructed and/or installed by Landlord in accordance with prepare the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leasesame for Tenant's occupancy. Landlord shall use commercially reasonable efforts to "Substantially Complete" file with the Governmental Authorities having jurisdiction any required plans and obtain all permits and approvals required. Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify performed in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects a good and workmanlike manner substantially in accordance with the Construction Drawings and in compliance with all applicable Requirements. Except as expressly set forth in this Lease, Landlord shall not be required to perform any work to the Premises other than Landlord's Work. All other installations, facilities, materials and work which may be undertaken by or for the account of Tenant to prepare, equip, decorate and furnish the Premises for Tenant's occupancy shall be at Tenant's expense. Landlord shall not be required to do any of Landlord's Work which does not conform to any Requirement. (b) The parties hereto acknowledge that attached hereto as Exhibit E is a Work Letter setting forth the scope of Landlord's Work and approved by Landlord and Tenant (the "Work Letter"). Tenant further acknowledges that the dollar amounts set forth in the Work Letter are estimates only and that the cost of Landlord's Work as described in the Work Letter and/or any portions thereof may exceed the estimates set forth in the Work Letter. Immediately upon the execution hereof, Landlord's architect shall prepare construction plans and related specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority (such plans and specifications, as finally approved by Landlord, Tenant and all Government Authorities having jurisdiction with respect thereover shall be referred to Landlord's herein collectively as the "Construction Drawings"). Any work, materials, equipment, finishes and improvements set forth on the Construction Drawings which are in excess of the Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date Letter Standard, as defined below (including, without limitation, for any damages work, materials, equipment, finishes and improvements that Tenant may suffer as a result thereof require additional time to perform or in connection therewith); providedlead time to obtain than any work, howevermaterials, in such eventequipment, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges finishes and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is improvements set forth in Paragraph 1.3 of this leasethe Work Letter) or shall be referred to herein as "Above-Standard Work." The "Work Letter Standard" shall mean only work, materials, equipment, finishes and improvements that are substantially the effectiveness of any of the agreements or obligations of Tenant set forth same in this lease with every respect to the demised premises (including, without limitation, workmanship, quality, nature, type, cost and quantity) to the commencement work, materials, equipment, finishes and improvements that are set forth in the Work Letter. The Construction Drawings shall (i) be engineering and architecturally complete and contain all information necessary for the construction and completion of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work; (ii) be coordinated with existing Building conditions and facilities; (iii) conform in all respects with all applicable Requirements; (iv) be based on, and consistent with, the Work Letter; and (v) conform to the Work Letter Standard, except that the Construction Drawings may include Above-Standard Work requested by Tenant, the cost of which, and delays caused by which, shall be constructed and/or installed borne by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Tenant as provided below. Landlord's sole and absolute discretion, as having experience architect shall prepare the Construction Drawings. Tenant shall furnish Landlord's architect with all information requested by the architect in connection with its preparation of the construction and/or installation Construction Drawings within five (5) business days after the architect's delivery of alterations a request therefor, which request shall be in writing and improvements similar shall be given to Tenant in nature accordance with Article 22 hereof. Tenant represents that it has provided to Landlord's Workarchitect all information requested by the architect to date. Landlord shall cause its architect to simultaneously deliver the initial draft of the Construction Drawings to Landlord and Tenant. Tenant shall review and approve or disapprove the initial and any revised draft of the Construction Drawings by the delivery of notice thereof to Landlord and Landlord's Work architect, which notice ("Tenant's Plan Notice") must be received by Landlord within five (5) business days following Tenant's receipt of such draft of the Construction Drawings, time being of the essence. If Tenant fails to give such Tenant's Plan Notice in a timely manner, Tenant shall be constructed and/or installed deemed to have approved such Construction Drawings. If Tenant disapproves of such Construction Drawings, Tenant's Plan Notice must set forth in a good reasonable detail the grounds therefor, and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All Tenant acknowledges that it may only disapprove of any draft of the costs and expenses incurred by Landlord in connection Construction Drawings if Tenant believes that such Construction Drawings fail to comply with the construction and/or installation Work Letter Standard or include Above-Standard Work not requested by Tenant or Directrix. Tenant may also in Tenant's Plan Notice request changes to the Construction Drawings, provided that Tenant's Plan Notice shall set forth in reasonable detail the nature and scope of such work, materials, equipment, finishes or improvements requested by Tenant (the "Construction Drawings Changes"). Following Landlord's Work receipt of Tenant's Plan Notice, Landlord shall review and approve or disapprove the draft of the Construction Drawings and any Construction Drawings Changes requested by Tenant by the delivery of notice thereof to Tenant and Landlord's architect, which approval shall not be paid unreasonably withheld. In the event Landlord shall not approve such draft of the Construction Drawings and/or any Construction Drawings Changes requested by Tenant, it shall indicate in writing to Tenant and Landlord, at Xxxxxxxx's sole cost and expense. architect (c"Landlord's Plan Notice") Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: reasonable detail (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premisesany corrections, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy modifications and/or clarifications thereto that are required (collectively, the "Governmental AuthorizationsCorrections"), (ii) those item(s) of work, materials, equipment, finishes or improvements (collectively, the "Items") set forth on such draft of the Construction Drawings at Tenant's request or in the requested Construction Drawings Changes (if any) which is (are) in excess of the Work Letter Standard, and (iii) the number of days, if any, reasonably estimated by Landlord by which performance, installation or completion (as the case may be) of the Items shall delay (x) the substantial completion of Landlord's Work and/or (y) Studio A being in operational condition. If Tenant agrees with Landlord that the Items are in excess of the Work Letter Standard, Tenant shall or may within five (5) business days after the giving of Landlord's Plan Notice deliver a notice to Landlord either (i) directing Landlord to cause its architect to revise and resubmit to Landlord and Tenant a revised draft of the Construction Drawings eliminating the Items and incorporating the Corrections and/or (ii) acknowledging that (a) the Items are in excess of the Work Letter Standard (and accordingly that Tenant shall be responsible for the cost thereof and any such Items which constitute Construction Drawings Changes shall be incorporated into the Construction Drawings together with the Corrections), and (b) the Substantial Completion Date (and also the Studio A Delivery Date, to the extent that such Items shall cause a condition of, required or necessary fordelay in Studio A being in operational condition) shall be deemed accelerated by one (1) day for each day of any delay in the substantial completion of Landlord's Work, or desired by in Studio A being placed in operational condition, as the case may be, caused thereby. If Tenant in connection with, good faith disagrees with Landlord as to whether (i) the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection Construction Drawings comply with the use Work Letter Standard or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date (ii) all or to the effectiveness of any of the covenants or obligations Items are in excess of Tenant that the Work Letter Standard, and the parties are unable to negotiate in good faith a resolution of such dispute within two (2) business days of Tenant's receipt of Landlord's Plan Notice, either party may submit the dispute for resolution by arbitration pursuant to the terms and conditions of this lease commence as of Article 31 hereof. Notwithstanding anything herein to the Commencement Date (including, without limitationcontrary, the covenants parties hereto acknowledge that the Studio A Delivery Date and obligations of the Substantial Completion Date each shall be deemed accelerated by one (1) day for each business day that Tenant fails to comply with the time periods set forth in this lease with respect to Section. Landlord shall be responsible for the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as conformance of the Commencement Date; Construction Drawings and (B) Landlord shall have no obligation whatsoever, pursuant Landlord's Work to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesapplicable Requirements.

Landlord’s Work. (a) For purposes of this leaseAt Landlord’s sole expense, "Landlord will complete the work to the Leased Premises the work identified on Exhibit D. with minor variations as Landlord may deem advisable after consultation with Tenant (“Landlord's ’s Work" means”). Tenant has the right to hire an architect to work with Landlord to design the Leased Premises, collectivelyincluding design features that reduce the Operating Costs for the Office Building. Tenant’s architectural fees will be included in the Tenant Improvement Allowance. (b) Landlord’s Work will be performed and constructed in a good and workmanlike manner and in compliance with all applicable statutes, building codes, governmental rules, regulations and other applicable laws, and, if applicable, the alterations Declaration and improvements any other applicable covenants, conditions and restrictions. (c) Landlord will use reasonable efforts to complete Landlord’s Work on or before December 1, 2008, subject to any delay caused by the demised premises occurrence of an Event of Force Majeure or Tenant’s Delay. If on the date the Landlord delivers the Leased Premises to Tenant with Landlord’s Work Substantially Completed, there remain items of construction of finishing work to be constructed and/or installed by Landlord in accordance completed which do not materially interfere with the terms performance of Tenant Improvements, Landlord and conditions Tenant will, within five (5) business days from the date Landlord delivers the Leased Premises to Tenant with Landlord’s Work Substantially Completed, jointly prepare a written list (the “Punchlist”) of this leasesuch uncompleted items. Landlord agrees to complete the Punchlist items with all due diligence within thirty (30) days of the preparation of the Punchlist, as more particularly described in Exhibit ________ attached subject to and hereby made a part any delay caused by the occurrence of this leaseany Event of Force Majeure. Landlord shall use commercially reasonable efforts to "Substantially Complete" not cause or permit any material interference with the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes performance of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as Tenant Improvements in connection with completion of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Punchlist items. Landlord's ’s Work shall certify in writing to Landlord that: will be considered substantially completed at such time as (i) Landlord's ’s architect has correctly certified that Landlord’s Work has been substantially completed in all material respects substantially in accordance with the approved plans general specifications attached hereto and specifications therefor, if any; and (ii) made a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer part hereof as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; Exhibit D and (ii) Landlord has no obligation delivered the Leased Premises to Tenant whatsoeverfor performance of Tenant Improvements (as defined in Article 8.2). At Landlord’s sole expense, pursuant to this lease or otherwiseLandlord shall cause Substantial Completion of the Office Building, with respect to obtaining or maintaining during or prior Common Area (including, but not limited to the Term any governmental approvalsParking Area, consents, licenses, permits or certificates of use or occupancy but excluding the Delayed Common Area Improvements (as hereinafter defined)) and the Office Building Common Area (collectively, the "Governmental Authorizations") that shall or may be a condition of“Landlord Project Improvements”), required or necessary for, or desired by Tenant in connection withprior to the Commencement Date. As used herein, the “Delayed Common Area Improvements” shall mean landscaping, hardscape and other exterior Landlord’s Work that will not delay Tenant’s occupancy permit or materially adversely affect Tenant’s use or occupancy enjoyment of the demised premises Leased Premises, Common Area or Office Building Common Area. (d) If for any reason Landlord has not broken ground and commenced pouring footings for the Office Building by December 15, 2007, then Tenant pursuant may terminate this Lease by delivering written notice to this lease that effect to Landlord. However, if Landlord breaks ground and that any and all commences pouring the footings for the Office Building within thirty (30) days after receipt of such Governmental Authorizations that notice from Tenant, then Landlord shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy promptly notify Tenant of the demised premises by same and the termination notice from Tenant pursuant to this lease shall be obtained and/or maintained deemed to be null and void. (e) If Landlord has not commenced erection of the steel structure of the Office Building by May 15, 2008, then Tenant shall have the right to terminate this Lease by delivering written notice to that effect to Landlord. However, if Landlord commences erection of the steel for the Office Building within thirty (30) days after receipt of such notice from Tenant, at Xxxxxx's sole cost then Landlord shall promptly notify Tenant of the same and expense. The obtaining of any such Governmental Authorizations the termination notice from Tenant shall not be a condition precedent deemed to be null and void. (f) Notwithstanding anything to the commencement of contrary, Landlord will use reasonable efforts to complete the Term Delayed Common Area Improvements on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (includingbefore July 1, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore2009, subject to any delay caused by the performance occurrence of Xxxxxxxx's Work, Tenant hereby acknowledges an Event of Force Majeure or Tenant’s delay. The Delayed Common Area Improvements will be considered substantially completed at such time as the Project architect has correctly certified that said work has been substantially completed in accordance with the general specifications attached hereto and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "made part hereof as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.Exhibit D.

Landlord’s Work. (a) For purposes of this leaseLandlord shall, "at Landlord's Work" means’s sole cost and expense, collectively, complete the alterations and improvements to the demised premises to be constructed and/or installed by Landlord Expansion Premises as shown on the plans and specifications attached hereto as Exhibit B and made a part hereof (the “Landlord’s Work”) in accordance with the terms good workmanship and conditions of this lease, as more particularly described in Exhibit ________ attached to materials and hereby made a part of this leaseall applicable building codes and regulations. Landlord shall use commercially reasonable efforts also, at its sole cost and expense (and such expense shall not be included in Operating Expenses), perform maintenance and repairs to "Substantially Complete" the Landlord's Work not later than ________HVAC systems, 20________ dock equipment (doors, levelers and dock locks), and facility lighting of the Expansion Premises (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed “Repair Work”) to be "Substantially Complete" insure that all are in good working order as of the date on which First Expansion Date for the general contractor or First Expansion Premises and the architect employed by Landlord with respect to Second Expansion Date for the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's WorkSecond Expansion Premises. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by (i) Landlord shall not be deemed liable to Tenant for any inconveniences Tenant may experience during the performance, construction or installation of the Landlord’s Work and the Repair Work which are beyond Landlord’s control or for any delays in Landlord’s completion of the Landlord’s Work and the Repair Work (regardless of the length of any way such delays); (ii) Landlord shall not be obligated to constitute a condition precedent perform the Landlord’s Work and the Repair Work at any time other than during normal business hours on regular business days; (iii) Tenant shall ensure that neither Tenant, nor any of Tenant’s agents, sublessees, employees, representatives, contractors, subcontractors, suppliers, customers and invitees, interfere with or impede the performance and completion of the Landlord’s Work and the Repair Work (regardless of whether such Landlord’s Work and Repair Work is performed by Landlord or any of Landlord’s agents, employees, contractors, or subcontractors); (iv) Landlord shall have access to the occurrence Expansion Premises (and the Existing Premises with reasonable notice during normal business hours) for the purpose of performing the Landlord’s Work and the Repair Work; and (v) Tenant shall reasonably cooperate with Landlord during the performance, construction and installation of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or Landlord’s Work and the Repair Work and Tenant shall be responsible, at no cost to Landlord, for the effectiveness moving of any of and all furniture, trade fixtures, equipment and/or personal property that is reasonably necessary for Landlord to complete (or cause the agreements or obligations of completion of) the Landlord’s Work and the Repair Work. Notwithstanding the foregoing, Landlord and Tenant set forth shall cooperate to schedule a mutually agreeable time for Landlord to perform the Landlord’s Work and the Repair Work in this lease with respect order to minimize disruption to Lessee. Landlord hereby warrants and that the demised premises (including, without limitation, HVAC system serving the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work Expansion Premises shall be constructed and/or installed by in good working condition for a period of three (3) months following the First Expansion Date. Landlord using contractors shall perform any and all maintenance, repairs and replacement of such HVAC system serving the Expansion Premises during such three (and subcontractors, if deemed necessary by Landlord3) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlordmonth period, at Xxxxxxxx's Landlord’s sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere and such expense shall not be included in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition Operating Expenses. Upon termination of the demised premises, or the suitability for use by Tenant Primary Term of the demised premises in connection with the business operations of Tenant; and (ii) Existing Premises, Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenantshall, at Xxxxxx's its sole cost and expense. The obtaining of any expense (and such Governmental Authorizations expense shall not be a condition precedent to included in Operating Expenses), remove and seal the commencement doors included in the description of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Landlord’s Work, Tenant hereby acknowledges and agrees that: (A) but shall not be required to perform any additional demising work to separately demise the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of Expansion Premises from the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesExisting Premises.

Landlord’s Work. (a) For purposes 33.1. Landlord, at Landlord’s expense and as Landlord’s Work, will complete in a good and workmanlike manner and according to all applicable laws all of this leasethe work that is described on Exhibit E, "as applicable depending upon which Scheme Tenant elects under Section 2.5. Subject to delay due to Tenant Delay and/or Force Majeure, Landlord shall cause Landlord's Work" means, collectively, the alterations and improvements to the demised premises ’s Work to be constructed and/or installed by Landlord in accordance with Substantially Completed on or before the terms and conditions of this lease, as more particularly described scheduled dates therefor set forth in Exhibit ________ attached E. Landlord shall pay for all costs associated with Landlord’s Work, except as set forth in this Lease (for example, costs arising from Tenant Delay). Landlord shall be permitted to perform Landlord’s Work during Tenant’s occupancy and use of the Premises; provided, that both Landlord and Tenant hereby made agree to reasonably cooperate with each other in the coordination of such Landlord’s Work (so as not to cause a part of this lease. Tenant Delay or otherwise) and Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance minimize interference with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate conduct of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant Tenant’s business in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or Premises in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts with Landlord’s Work (subject to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the Tenant’s obligation to pay Rent by Xxxxxx as of the Commencement Dateincremental cost arising from such efforts). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoeverprovided further that, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant subject to the terms and conditions of this lease commence Section 19, Tenant shall not be obligated to surrender the Swing Space to Landlord prior to the Swing Space Return Dates set forth therefor on Exhibit E. If Tenant requests that Landlord perform Landlord’s Work after-hours despite Landlord’s commercially reasonable efforts to minimize interference with the conduct of Tenant’s business in the Premises, then Landlord shall do so Tenant shall pay the incremental cost arising therefrom. Any delay of Landlord’s Work arising from Landlord using efforts to minimize interference with the conduct of Tenant’s business in the Premises or from Landlord performing Landlord’s Work after-hours shall be deemed to be Tenant Delay. 33.2. Upon Substantial Completion of each major portion of Landlord’s Work (a “major portion” being a portion that is listed as having a separate completion deadline on Exhibit E), Landlord’s representative and Tenant’s representative shall inspect the applicable portion of the Premises and prepare and sign a punch list identifying all items of Landlord’s Work which require correction or completion. Landlord shall, within 10 days after execution of such punch list, commence correction or completion of any items identified on such punch list and shall diligently and continuously prosecute such work to completion (subject to Force Majeure and Tenant Delay). Landlord shall not be responsible for any items or damage caused by Tenant, its agents, independent contractors, or suppliers. Except for any items identified on such punch list, and except for any latent defect in Landlord’s Work of which Tenant notifies Landlord within one year after the later of the Scheduled Commencement Date or the completion of such item of Landlord’s Work, Tenant’s continued possession of the affected portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition at the time of Landlord’s delivery of the same to Tenant. Tenant’s failure to advise Landlord in writing within said one-year period of any latent defects shall result in a waiver by Tenant of any claims regarding said defects. 33.3. Without limiting the foregoing provisions of this Article 33, or the provisions of Exhibit E, Landlord and Tenant shall mutually agree upon the design and materials for the exterior curtain wall (includingherein also sometimes referred to as “the facade”) of the 00 Xxxxx Xxxxxx Xxxxxxxx. If 30 days after Landlord proposes such design and materials to Tenant for Tenant’s approval, without limitationLandlord and Tenant have not agreed thereon, then Landlord and Tenant agree to submit the covenants dispute to Xxxxx Xxxxxxx (the original architect of the Building), and obligations Xx. Xxxxxxx’x resolution of the dispute shall be final and binding upon both of Landlord and Tenant. If Xx. Xxxxxxx is not available or refuses to perform such arbitration, then Fujikawa Xxxxxxx & Associates (or such other architect arbiter reasonably acceptable to both Landlord and Tenant, who has at least ten (10) years’ experience in first-class office space in Chicago) to perform such service (or if Landlord and Tenant set forth cannot so agree, then each of Landlord and Tenant shall appoint such an architect and such two appointed architects shall mutually appoint a third architect (having such experience) who shall, individually, resolve the dispute). Each party shall pay 50% of Xx. Xxxxxxx’x (or such other architect’s or architects’) fees and expenses for such services. Landlord and Tenant agree to be reasonable and cooperate with each other in this lease process. 33.4. As and when Tenant turns over a floor (or a portion thereof, if Landlord agrees to accept such partial floor) of the Premises so that Landlord may commence its Landlord’s Work hereunder, Tenant shall have no further liability or responsibility with respect to the space turned over to Landlord (other than (a) the payment of RentBase Rent and Additional Rent under Section 4.2 hereunder with respect to such space, as applicable, (b) Tenant’s obligation to deliver such space in Delivery Condition, as applicable, (c) Tenant’s obligation to continue to insure the space in question, but only if Landlord delivers such space back to Tenant as contemplated under this Lease, and (d) any other liabilities which have accrued through the date of such turn over to Landlord) unless and until Landlord delivers such space back to Tenant as and to the extent contemplated under this Lease (damages caused by Tenant, its employees, agents or contractors, excepted). Furthermore, subject to Without limiting the performance generality of Xxxxxxxx's Workthe foregoing, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease maintenance or otherwise, to make any alterations repair or improvements to or replacement obligations with respect to such space; provided, Tenant shall remain liable under (and subject to) the demised premisesterms of this Lease as to damages thereto caused by Tenant, its employees, agents or contractors, as well as with respect to any obligations which expressly survive hereunder. 33.5. Landlord shall cause the contractors (and to the extent practicable, the subcontractors) performing Landlord’s Work (i) to include Tenant as an additional insured (on a primary and non-contributing basis) on such contractor’s and subcontractor’s general and auto liability policies, which policies shall include an endorsement waiving the insurer’s rights of subrogation against Tenant, (ii) to provided Landlord with evidence of workers’ compensation insurance in at least the amounts required by applicable law, which policy shall include an endorsement waiving the insurer’s rights of subrogation against Tenant, and (iii) to carry builder’s risk insurance on an all risk basis and on a completed value form covering the interests of Landlord and Tenant in all Landlord’s Work being performed by such contractor (or subcontractor, if applicable), as well as materials and equipment on-hand and in transit. Upon request from Tenant, Landlord will provide Tenant with copies of such certificates of insurance as Landlord has received (or Landlord has the right to request of such contractors (or subcontractor, if applicable)) evidencing the foregoing insurance coverages.

Landlord’s Work. (a) For purposes of this leaseLandlord shall, "Landlord's Work" meansat its sole cost and expense, collectively, the alterations and improvements to the demised premises cause to be constructed and/or installed by Landlord and completed the Landlord’s Work in accordance with the terms Plans and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseSpecifications. Landlord shall use commercially reasonable efforts to "Substantially Complete" construct the Landlord's ’s Work in a first-class workmanlike manner and in accordance with all Applicable Laws, Landlord shall apply for and obtain, at its sole cost and expense, all permits, licenses and certificates necessary for the performance of the Landlord’s Work. It shall be Landlord’s obligation to construct the Landlord’s Work in accordance with Applicable Laws, and Tenant shall not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" release Landlord of this obligation by approving the Plans and Specifications or by occupying its space or commencing its construction therein. Landlord agrees to cure and/or remove of record any violations filed against or existing as to the Landlord’s Work, Tenant acknowledges that, as of the date on which hereof, Tenant has reviewed and approved the general contractor or Plans and Specifications, Subject to Section 22.8, neither party may change the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify Plans and Specifications, unless approved in writing to Landlord that: (ior deemed approved) Landlord's Work has been substantially completed in all material respects substantially by the other party in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant procedures set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Lease. (b) Landlord shall cause Landlord's ’s Work shall to be constructed and/or installed Substantially Completed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expenseTarget Completion Date. (c) Except Prior to the limited extentSubstantial Completion Date, if anyLandlord shall grant reasonable periodic access to the Premises upon reasonable advance notice to Landlord, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant and to Tenant’s design and construction professionals for the purpose of confirming that Landlord’s Work is in substantial compliance with respect the Plans and Specifications. Landlord shall provide to Tenant and its design and construction professionals a copy of the Plans and Specifications, permits relating to Landlord’s Work, approvals, certificates of occupancy and other such information relating to the demised premises, Building and the condition of the demised premises, Property as Tenant or the suitability for use by any such professional may reasonably request from time to time. Landlord will keep Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior reasonably advised as to the Term progress of Landlord’s Work and whether Landlord anticipates any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, delays in the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Target Completion Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes A. Subject to the provisions of this leaseExhibit B, "Landlord's Work" means, collectivelyat Landlord’s sole cost and expense, shall obtain all permits and approvals necessary in connection with, and perform, the alterations base building work (“Landlord’s Work”) as defined in the Base Building Specifications (“Base Building Specifications”) attached hereto as Schedule 1. Landlord agrees to reasonably consult with Tenant (but expressly excluding any right of Tenant to approve such finishes) to review the proposed finishes for the Landlord’s Work. Subject to delays due to Landlord’s Force Majeure (as hereinafter defined) or attributable to a Tenant Delay (as hereinafter defined), Landlord shall use reasonable speed and improvements diligence in the construction of the Landlord’s Work, but Tenant shall have no claim against Landlord for failure so to complete construction of Landlord’s Work, except as expressly set forth in Section 1.1. In addition to the demised premises Base Building Specifications described on Schedule 1, the Landlord’s Work includes construction of an outdoor terrace at the Property. Landlord agrees to reasonably consult with Tenant with respect to elevator cab finishes provided any modifications or selections requested by Tenant will not delay the design, permitting or performance of the Landlord’s Work and Tenant shall be constructed and/or installed responsible to pay any increased costs to incorporate Tenant’s modifications or selections about the finish amount allocated by Landlord in accordance with the terms and conditions of this leaseits budget for Landlord’s Work. B. Upon Tenant’s request from time to time, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts consult with Tenant and its representatives about the status of Landlord’s Work and the then estimated Initial Work Substantial Completion Date, the estimated Interim Conditions Completion Date and the estimated Substantial Completion Date. Upon receipt of a written request from Tenant received not more frequently than once per quarter, Landlord will provide Tenant with progress reports regarding the status of and any updates to "Substantially Complete" the schedule for the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's ’s Work. Landlord shall have no liability whatsoever permit Tenant and its representatives, accompanied by representatives of Landlord and its general contractor, to Tenant in review and inspect the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects progress of Landlord's ’s Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees at reasonable times that the construction and/or installation of Landlord's Work by Landlord shall will not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease interfere with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Landlord’s Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises. Tenant’s Representatives may attend Landlord’s regularly scheduled construction meetings for Landlord’s Work.

Landlord’s Work. Landlord shall cause to be performed at Landlord's sole cost and expense the work required by Exhibit B (a"LANDLORD'S WORK") For purposes to be substantially complete prior to the Commencement Date. All such work shall be done in a good and workmanlike manner employing building standard methods and materials, and so as to conform to all applicable building and zoning laws. Tenant agrees that Landlord may make any immaterial changes in such work which may become reasonably necessary or advisable, without approval of this leaseTenant; and Landlord may make material changes in such work but only with the prior approval of Tenant or if required by any applicable law or regulation. Tenant agrees to review and approve or disapprove plans or specifications or proposed changes to Landlord Work for which Tenant's approval is required within five (5) business days of submittal to Tenant. If Tenant does not so respond, such plans or specifications shall be deemed approved. The term "substantially complete," as used herein, shall mean that Landlord's Work to be performed pursuant to Exhibit B has been completed with the exception of minor items which can be fully completed without material interference with Tenant's use and occupancy and other items which because of the season or weather or the nature of the item are not practicable to do at the time, provided that none of said items is necessary to make the Premises tenantable for the Permitted Uses. Tenant opening for business and operating in the Premises shall be deemed conclusive evidence of substantial completion of Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed . A certificate of completion by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work licensed architect or professional engineer shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) conclusive evidence that Landlord's Work has been substantially completed in all material respects substantially in accordance with completed. In the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to event that Landlord's Work has otherwise evidenced not been substantially completed on or before the Commencement Date for causes other than Tenant's Delay (hereinafter defined), Tenant's obligation to pay Basic Rent and/or Tenant's Electrical Charge shall be abated until Landlord's Work is substantially complete. In the event that Landlord's Work is not substantially complete for reasons other than Force Majeure on or before August 1, 2005, Tenant may, as its approval sole remedy, by notice to Landlord given prior to substantial completion of Landlord's Work. , and in any event prior to August 31, 2005, terminate this Lease, whereupon Landlord shall return the Security Deposit, and neither party shall have no liability whatsoever any further obligation to the other hereunder. Tenant in the event that Landlord shall fail for shall, within two (2) business days of request thereof, respond to any reason whatsoever to Substantially Complete request of Landlord, Landlord's Work on architect or before the Substantial Completion Target Date (including, without limitation, engineer for any damages that Tenant may suffer as a result thereof or information in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete with Landlord's Work as soon as possible thereafterWork. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything Any change orders, modifications, and/or amendments proposed by Tenant to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed prepared by the Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good submitted to Tenant for its prior approval, which approval will not be unreasonably withheld, conditioned or delayed. Tenant shall respond promptly after receipt thereof and workerlike manner, in accordance with shall approve or disapprove the same within two (2) business days after receipt. Tenant shall pay to Landlord all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred resulting from change orders, modifications and/or amendments requested by Tenant and agreed to by Landlord in connection with the construction and/or installation within fifteen (15) days of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expensereceipt of an invoice for such costs. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes Provided that Tenant is not in default under any of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this leasethe Lease, Landlord shall, within a reasonable period of time after the date hereof, perform the work to the Demised Premises as more particularly described in set forth on Exhibit ________ A attached to hereto and hereby made a part of this leasehereof ("Landlord's Work"). Landlord shall use commercially reasonable efforts to "Substantially Complete" be responsible for the cost of Landlord's Work not later than ________up to the sum of Thirteen Thousand, 20________ Two Hundred Twenty-Eight and 00/100 ($13,228.00) Dollars, with all additional cost, if any, to be borne by Tenant as set forth herein. Conversely, if the "Substantial Completion Target Date"). For purposes cost of this lease, XxxxxxxxLandlord's Work is less than $13,228.00, Tenant shall not be deemed entitled to be "Substantially Complete" any portion of such excess monies. Tenant shall pay the additional cost of Landlord's Work, as initially determined by Landlord, prior to and as a condition of Landlord's commencement of Landlord's Work. In the date on which event that the general contractor or additional cost, as finally determined, exceeds the architect employed amount initially determined by Landlord with respect prior to commencing Landlord's Work, Tenant shall remit to Landlord the construction and/or installation full amount of such excess sum within twenty (20) days after receipt of an invoice therefor. The additional cost of Landlord's Work shall certify in writing to Landlord that: constitute additional rent under the Lease. (b) Tenant acknowledges that Landlord's Work will be performed while Tenant is conducting business from the Demised Premises and could materially, adversely interfere with the conduct of Tenant's business. Accordingly, Tenant expressly agrees that (i) Landlord shall not be liable in any way for any injury, loss or damage as a result of the performance of Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforWork, if any; and (ii) a temporary or permanent certificate the performance of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or shall not entitle Tenant to any abatement of rent. In amplification of the governmental authority having jurisdiction with respect foregoing, and not in limitation thereof, Tenant expressly waives any right it might otherwise have to claim that the performance of Landlord's Work has otherwise evidenced constitutes a constructive eviction, even if Tenant must temporarily interrupt its approval business in the Demised Premises in order to accommodate Landlord's construction schedule. (c) Tenant agrees that it shall cooperate with all reasonable requests of Landlord (by way of example and not in limitation thereof, moving furniture, safeguarding files, and not performing any Tenant work that could interfere with Landlord's Work) in order to facilitate the completion of Landlord's Work. Landlord agrees to use good faith efforts to complete Landlord's Work within a reasonable period of time after the date hereof, subject to force majeure. However, if the substantial completion of Landlord's Work is delayed due to (i) any act or omission of Tenant or Tenant's agents, contractors, employees or invitees, or (ii) any failure by Tenant or Tenant's agents, contractors, employees or invitees to comply with any requirements of Landlord's construction schedule, or (iii) any failure by Tenant or Tenant's agents, contractors, employees or invitees to cooperate with Landlord or Landlord's agents, then any such delay shall constitute "Tenant Delay(s)." Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever failure to Substantially Complete substantially complete Landlord's Work on or before within a reasonable period of time after the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects date hereof if the performance of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed is in any way to constitute hindered or prevented as a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations result of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Delay. (bd) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost immediately become due and expensepayable upon a default under the Lease. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes Landlord shall provide Tenant with a turnkey construction of this lease, "the Premises by performing the work shown on the plan attached hereto as Exhibit C (the “Landlord Work Plan”; and such work being referred to herein as the “Landlord's ’s Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed ”. (b) Landlord shall enter into a direct contract (“Construction Contract”) for Landlord’s Work with a general contractor selected by Landlord (the “General Contractor”). The General Contractor shall obtain all approvals and permits required by applicable Legal Requirements (as defined in accordance with Section 11.7 hereof) to perform the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseLandlord’s Work. Landlord shall use commercially reasonable efforts to "Substantially Complete" be responsible for performing the Landlord's Work not later than ________’s Work; provided, 20________ (the "Substantial Completion Target Date"). For purposes of this leasehowever, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's in no event shall Landlord be obligated to perform any work or alterations which are not shown on the Landlord Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if anyPlan; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect in no event shall Landlord be obligated to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant expend an amount in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as excess of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence ’s Contribution on account of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's ’s Work. Landlord's Work ’s Contribution shall be constructed and/or installed in a good and workerlike manner, in accordance with applied toward all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord arising out of and in connection with performing the Landlord’s Work, including, without limitation, architectural and engineering fees, construction and/or costs, permit fees, overhead and profit of the general contractor, costs and expenses for the purchase and installation of improvements and a construction management fee payable to Landlord in the amount of three percent (3%) of all costs incurred for Landlord's ’s Work up to the amount of the Landlord’s Contribution; it being agreed that Tenant shall not be required to pay any construction management fee attributable to Tenant’s Contribution. If, from time to time, Landlord determines in its good faith reasonable discretion that the cost of performing the Landlord’s Work will exceed the amount of the Landlord’s Contribution, Landlord shall notify Tenant (the “Cost Overrun Notice”) of the estimated amount of such cost overruns (the “Cost Overruns”). Within five (5) business days after Landlord sends the Cost Overrun Notice, Tenant shall notify Landlord whether Tenant accepts or rejects the Cost Overruns; provided, that if (i) Tenant fails to respond to Landlord within such five (5) business day period, then Tenant shall be paid by deemed to have approved the Cost Overruns and Landlord shall be permitted to perform Landlord’s Work with respect thereto or (ii) if Tenant rejects the Cost Overruns, then Landlord and Tenant will reasonably cooperate to determine the same within three (3) business days and any day after such three (3) business day period to do so shall be deemed to be a Tenant Delay. Tenant shall pay to Landlord, within ten (10) business days after Landlord incurs such costs and provides reasonable evidence to Tenant of the same, as Additional Rent, a sum equal to the amount of such excess of the costs and expenses of performing Landlord’s Work over the amount of the Landlord’s Contribution (the “Tenant’s Contribution”). Notwithstanding the occurrence of the Commencement Date, Tenant shall not be permitted to commence occupancy of the Premises unless and until Tenant delivers the Tenant’s Contribution. Tenant shall have the right to appoint a construction representative (“Tenant’s Representative”), at Xxxxxxxx's Tenant’s sole cost and expense, to interface with Landlord and its construction team during Landlord’s Work. Landlord shall keep Tenant’s Representative reasonably updated as to the progress of Landlord’s Work and the costs associated therewith (i.e., progress towards the maximum amount of Landlord’s Contribution). (c) Except If any part of Landlord’s Work is delayed from being Substantially Completed as a result of or arising out of a Tenant Delay (as defined below), then Landlord’s Work shall be deemed to have been Substantially Completed on the limited extentdate that such work would have been Substantially Completed but for such Tenant Delay. Without limiting the foregoing, if anythe Landlord’s Work is deemed Substantially Completed as aforesaid, set forth elsewhere but the Landlord’s Work is not in fact Substantially Completed, then Tenant shall not (except with Landlord’s prior written consent) be entitled to take possession of the Premises for any purpose until the Landlord’s Work is in fact Substantially Completed. As used herein, “Tenant Delay” shall mean any delay in the performance of the work required by Landlord pursuant to Section 7.1 of this lease, Tenant hereby acknowledges and agrees thatLease that actually delays Landlord’s Work by one (1) day or more and/or the issuance of a building permit or certificate of occupancy arising out of or resulting from the following: (i) Landlord has made no representations any delay and/or default on the part of Tenant or warranties whatsoever to Tenant with respect to the demised premisesits agents (including Tenant’s Representative), the condition of the demised premisesengineers, architects, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and contractors, or (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, any interference with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant work required hereunder by Landlord in their "as isby Tenant or any of its agents (including Tenant’s Representative), where is and with all defects" condition as engineers, architects, or contractors, or (iii) any other action or inaction by Tenant or any of the Commencement Date; and Tenant’s agents (B) Landlord shall have no obligation whatsoeverincluding Tenant’s Representative), pursuant to this lease engineers, architects, or otherwise, to make any alterations or improvements to or with respect to the demised premisescontractors.

Landlord’s Work. (ai) For purposes of this lease, "Landlord agrees to perform certain tenant improvement work (“Landlord's ’s Work" means, collectively, ”) in the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly Premises shown or described in Exhibit ________ F attached hereto. The scope of Landlord’s Work described in Exhibit F has been heretofore approved by Landlord and Tenant. Approval by Landlord of Landlord’s Work and the Construction Drawings (as hereinafter defined), shall not constitute any warranty by Landlord to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as Tenant of the date on which adequacy of the general contractor or design therein for Tenant’s intended use of the architect employed by Landlord with respect to the construction and/or installation of Premises nor shall Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its ’s approval of Landlord's Work. ’s Work create any liability or responsibility on the part of Landlord shall have no liability whatsoever for the compliance thereof with applicable statutes, ordinances, regulations, laws, codes and industry standards relating to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises handicap discrimination (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement DateAmericans with Disabilities Act). (bii) Attached hereto as Exhibit F-1 is a contractor’s cost estimate for the work described therein which estimates the cost of Landlord's ’s Work, excluding the Construction Management Fee, provided that such estimate is only an estimate and not an assurance or guaranty of the maximum cost of Landlord’s Work, and as such remains subject to change. Tenant hereby acknowledges that the performance of Landlord’s Work will occur during normal business hours and may extend beyond the Delivery Date while Tenant is in occupancy of the Premises. Except as provided in Section 5(f) below, no interference to Tenant’s business operation in the Premises caused by Landlord’s Work shall be constructed and/or installed by Landlord using contractors (and subcontractorsoperate to postpone the Commencement Date, if deemed necessary by Landlord) selected by Landlordentitle Tenant to any abatement of Rent, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature constitute a constructive eviction or give rise to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation any liability of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (ciii) Except Tenant and Landlord shall cooperate and coordinate any concurrent work in the Premises. Landlord shall use reasonable efforts to minimize the limited extent, if any, set forth elsewhere disruption to Tenant’s construction in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition use of the demised premisesPremises caused by the performance of Landlord’s Work, or and Tenant shall use reasonable efforts to minimize the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject disruption to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant Landlord’s Work caused by Landlord in their "as is, where is and with all defects" condition as Tenant’s construction or use of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesPremises.

Landlord’s Work. (a) For purposes The Landlord covenants that, at the Landlord’s sole cost and expense: It will complete the Landlord’s Work and comply with all requirements necessary to obtain all necessary certificates of this leaseoccupancy for the Building, "Landlord's Work" means, collectively, or cause the alterations and improvements to the demised premises same to be constructed and/or installed by Landlord completed, in a good and workmanlike manner, free and clear of all mechanics’, materialman’s or similar liens, and shall equip the Building or cause the same to be equipped with all necessary and appropriate fixtures, equipment and articles of personal property, all in accordance with such Plans and Specifications, except that Landlord's obligation with respect to fixtures, equipment, and personal property extends only to the terms cost to install such items in the Building and conditions of this leasedoes not include any obligation to pay any acquisition, as more particularly described in Exhibit ________ attached delivery, or similar costs, expenses or charges for such fixtures, equipment, and personal property. The Tenant shall have the right to inspect such work and hereby made a part of this lease. the Landlord shall use commercially reasonable efforts facilitate the efficiency and effectiveness of the inspection process by coordinating inspections among the interested parties (as well as assuring the correction of any deficiencies that may arise). Notwithstanding the forgoing, the Tenant shall have no obligation to "Substantially Complete" make or have its representative make any such inspection of the Landlord's ’s Work. Such inspections are for the Tenant’s information only and the Landlord shall not be relieved of its obligation to complete the Landlord’s Work in accordance with this Master Lease. In no event shall the Tenant’s inspection of the work be deemed acceptance of all or any of the work, equipment, or materials, or a waiver of any right of the Tenant under this Master Lease. The Tenant shall receive Notice of and have the right to attend construction meetings; The Landlord’s environmental responsibilities with respect to Landlord’s Work are as follows: The Landlord, its agents, employees, and contractors shall not, and shall not later than ________permit any other person, 20________ (including, but not limited to, third parties with whom the "Substantial Completion Target Date")Landlord contracts, to bring onto the Property any Hazardous Substance or incorporate any Hazardous Substance into the improvements constructed on the Property. For purposes of this leaseSection 7.7, Xxxxxxxx's Work the term Hazardous Substance shall not include construction materials in reasonable quantities for lawful and customary use in the construction of the Landlord’s Work, so long as such material is used, held, stored, and disposed of in accordance with applicable Environmental Laws. Except for with respect to matters described in the Environmental Reports, the Landlord shall be deemed responsible for removal of any Hazardous Substance on the Property in violation of this provision; The Landlord covenants that it will comply, and shall cause its contractors and subcontractors to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord comply, with all Environmental Laws with respect to the construction and/or installation Landlord’s Work; Except as described in the Environmental Reports, no affiliate of Landlord's Work the Landlord has ever received notification from any federal, state or other governmental authority of (x) any potential, known, or threat of release of any Hazardous Substance from the Property or (y) the incurrence of any expense or loss by any such governmental authority or by any other Person in connection with the assessment, containment or removal of any release or threat of release of any Hazardous Substances from the Property, and no Hazardous Substance is now or, to the best of its knowledge, was ever, stored on, transported, or disposed of on the Property except to the extent any such storage, transport or disposition was at all times in compliance with all laws, ordinances, and regulations pertaining thereto. Any actions recommended to be taken which were contained in the Environmental Reports or any other environmental assessment reports prepared in conjunction with the development of the Property shall certify be appropriately completed in writing a manner that fully complies with such recommendations and all laws, regulations, ordinances, orders or decrees pertaining thereto; and As soon as practicable after Completion, the Landlord shall deliver to Landlord thatthe Tenant: (i) Landlord's Work has been substantially completed in a certificate of substantial completion as certified by the Architect; (ii) all material respects substantially in accordance with necessary certificates of occupancy from the approved plans and specifications therefor, if anyapplicable governmental jurisdiction(s) or authority(ies) for one hundred percent (100%) of the improvements therein; and (iiiii) a temporary or permanent certificate any other documentation necessary to establish placement in service for purposes of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as Section 47(b) of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere Code (“Placement in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement DateService”). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, Landlord agrees to make the alterations and improvements to the demised premises Leased Premises described in this Section 2.3 and the attached Exhibit C to this Lease, which is made a part hereof (“Landlord’s Work”). Xxxxxxxx’s Work in the initial Leased Premises shall be constructed and/or installed by Landlord substantially complete prior to December 15, 2007 (including but not limited to replacement of the roof), and Xxxxxxxx’s Work in the portions of the Leased Premises other than the initial Leased Premises shall be substantially complete prior to delivery of possession of same to Tenant. All elements of Landlord’s Work shall be scheduled, coordinated and performed to minimize any negative effect on Tenant’s operations. Landlord’s Work shall be done in a good and workmanlike manner in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforapproved by Tenant, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its which approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent unreasonably withheld (upon approval, the “Approved Plans”). Landlord’s Work shall comply with all Laws. Any changes to the occurrence of the Commencement Date (as such date is set forth Approved Plans shall be approved in Paragraph 1.3 of this lease) advance by Tenant, which approval shall not be unreasonably withheld or delayed. Any changes to the effectiveness of any of the agreements or obligations of Tenant set forth Approved Plans shall be in this lease compliance with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)all Laws. (b) Xxxxxxxx’s performance of the portion of Landlord's ’s Work set forth in Exhibit C labeled “Code Compliance Improvements by Landlord” and “Roof Replacement by Landlord” shall be constructed and/or installed at Landlord’s sole cost. Xxxxxxxx’s performance of the portion of Landlord’s Work set forth in Exhibit C labeled “Building Repairs and Improvements by Landlord” shall be at Landlord’s sole cost; provided however, Landlord using contractors shall not be required to spend in excess of Two Hundred Seventy-five Thousand Dollars ($275,000) for such portion of Landlord’s Work. Within five (5) business days of Landlord and subcontractorsTenant finalizing the Agreed Plans, Landlord shall notify Tenant of the excess cost, if deemed necessary any, of the “Building Repairs and Improvements by Landlord” over $275,000. Within five (5) selected by Landlordbusiness days of such notice Tenant shall, in Landlord's sole and absolute discretionat Tenant’s option, as having experience in connection either cooperate with Landlord to revise the construction and/or installation Approved Plans to reduce or eliminate such excess costs, or Tenant shall approve the excess costs, or a combination of alterations and improvements similar in nature to Landlord's Workboth. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the Any such approved excess costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Tenant to Landlord within 30 days of an invoice therefor following completion of the Landlord’s Work as relates to the initial Leased Premises or such additional portion of the Leased Premises, or, at Xxxxxxxx's sole Tenant’s option, such excess costs shall be amortized on a straight-line basis over the initial Term and the monthly portion of same shall be added to, become and be paid as the monthly installments of Annual Rent. If the cost and expenseof Landlord’s Work in the initial portion of the Leased Premises does not meet the $275,000 amount, then Landlord’s Work shall continue in the same fashion as set forth above as to the additional portions of the Leased Premises until such amount is reached. (c) Except As a part of “Code Compliance Improvements by Landlord” Landlord, at Xxxxxxxx’s sole cost, agrees to provide all required fire/life safety improvements to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges extent required by the Laws for the initial Leased Premises and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition for each additional portion of the demised premises, or the suitability for use by Tenant Leased Premises. Following delivery of the demised premises initial portion of the Leased Premises, Landlord agrees to diligently pursue until same are issued in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consentsgood faith using all reasonable commercial efforts all permits, licenses, permits certificates or certificates of the like relating to fire/life safety requirements required by governmental entities for Tenant’s intended use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence entire Leased Premises as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rentdrawing titled Designer Shoe Warehouse E-Tail Direct Facility — Future Expansion Composite Layout, last revision dated October 25, 2007, prepared by Xxxxx Companies (drawing no. P7062-C001-01). FurthermoreTenant shall reasonably cooperate in good faith with Landlord in Landlord’s efforts under this subsection. Landlord may elect to pursue a variance(s) relating to such fire/life safety requirements as relates to certain elements of Landlord’s Work. The parties shall cooperate to approach the City of Columbus and other applicable governmental authorities together for such variance(s), subject provided that such efforts shall be at Landlord’s cost. Landlord agrees that such efforts and any failure to obtain such variance(s) shall not operate to excuse or extend the time for Landlord’s performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to Landlord’s obligations under this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesLease.

Landlord’s Work. In addition to Landlord’s Allowance, Landlord shall cause its contractor to perform all work necessary within the finished walls of the existing core area restrooms on the 26th floor of the Building to cause such restrooms to comply with Legal Requirements regarding handicap access and use (a) For purposes of this leaseusing Building standard plans, "Landlord's Work" meansmaterials, collectivelyequipment, the alterations and improvements finishes), to the demised premises extent such compliance work is required as of the Additional Premises Commencement Date under Legal Requirements that are applicable as of the Additional Premises Commencement Date (“Landlord’s Work”). Landlord’s Work shall be performed prior to be constructed and/or installed by Landlord in accordance with during and/or after Tenant’s completion of construction of the terms and conditions of this leaseInitial Alterations, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts elect, but Landlord shall in any event Substantially Complete Landlord’s Work prior to "Substantially Complete" the later of (i) Tenant’s completion of the Initial Alterations, (ii) one hundred twenty (120) days after the Additional Premises Commencement Date, or (iii) Tenant’s commencement of the conduct of business in the Additional Premises. Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's ’s Work shall be deemed “Substantially Completed” when it has been completed in a good and workmanlike manner, subject only to Punch List Items, and the restrooms that are the subject of Landlord’s Work may be "Substantially Complete" lawfully used for their intended purposes. “Punch List Items” mean shall mean incomplete or defective work or materials in Landlord’s Work which do not materially impair Tenant’s use of the subject restrooms for their intended purposes. Following Substantial Completion of Landlord’s Work, Landlord and Tenant shall jointly inspect Landlord’s Work and prepare a list of Punch List Items with respect thereto. Landlord shall diligently correct or complete any Punch List Items with respect to Landlord’s Work. Further, Landlord shall, at Landlord’s sole cost and expense, repair any defect in the construction of Landlord’s Work that exists as of the date on Landlord Substantially Completes Landlord’s Work and is of a nature which the general contractor or the architect employed would not normally be discoverable by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before exercise of reasonable diligence in inspecting the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete subject restrooms as of the date Tenant commences use of Substantial Completion the subject restrooms, provided Tenant gives prompt notice of such matter to Landlord promptly upon discovery and no later than thirty (30) days after the date Tenant commences use of the subject restrooms. In no event shall Landlord be liable for any delay in completion of Landlord's ’s Work as soon as possible thereafter. Notwithstanding anything to caused by Force Majeure, or any interference or by Tenant or its contractors in the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation performance of Landlord's ’s Work (including any failure by Landlord shall not be deemed in any way Tenant or its contractors to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection cooperate with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work’s Work as set forth below). To the extent Landlord's ’s Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All is performed during the period of construction of the costs Initial Alterations, Landlord and expenses incurred by Landlord Tenant shall cause their respective contractors to cooperate with each other in connection with the coordination of the construction and/or installation of Landlord's ’s Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition construction of the demised premisesInitial Alterations, or and the suitability for use by Tenant utilization of the demised premises in connection with Building’s freight elevator(s), loading dock(s), and other Building systems and facilities, so as to ensure the business operations efficient and timely progress to completion of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premiseswork.

Landlord’s Work. TENANT'S WORK. Landlord, at its sole option, may perform the entire work necessary to restore both the shell of the Building and the Tenant Improvements and Original Improvements, or may require Tenant to perform the construction necessary to restore the Tenant Improvements and Original Improvements, if the same were constructed by Tenant and not by Landlord and comprise a substantial portion of the improvements in the Premises. Provided Landlord performs the entirety of the work, Tenant shall assign to Landlord (aor any party designated by Landlord) For purposes all insurance proceeds payable to Tenant under Tenant's insurance required under SECTION 10.3 of this leaseLease. If Tenant's insurance proceeds are insufficient to cover the costs of restoring the Tenant Improvements and Original Improvements in the Premises, "Landlord's Work" means, collectively, Tenant shall deposit the alterations and improvements difference with Landlord prior to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions commencement of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafterconstruction. Notwithstanding anything to the contrary set forth elsewhere in contained herein, if Landlord elects to restore and Tenant fails to perform any of its obligations hereunder, or an event of Default has occurred, Landlord may cease performing the restoration work and Landlord's obligations under this lease, Section 11 shall be forgiven until such time as such Default is cured pursuant to the terms of this Lease. Tenant hereby acknowledges may reasonably reconfigure the Premises during restoration provided (a) reconfiguration will not delay restoration and (b) Tenant's insurance proceeds and/or separate contribution from Tenant will be sufficient to pay for the costs of reconfiguration. Tenant understands and agrees that changes in building codes/ADA may require reconfiguration of the construction and/or installation of Landlord's Work by Premises even where Tenant desires to retain the existing configuration. If Landlord requires Tenant to restore the Premises, rental abatement shall end on the date that Landlord reasonably determines that Tenant, through diligent efforts, should have substantially completed restoration. Landlord shall not be deemed in liable for any way to constitute a condition precedent to the occurrence loss of business inconvenience or annoyance arising from any repair or restoration of the Commencement Date (Premises, Building or Project as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness a result of any of the agreements damage from fire or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)other casualty. (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. The parties acknowledge the demised premises will be delivered in an "as is" condition, except for the following items which shall be Landlord's obligation to perform at its sole cost and expense (a) For purposes of this lease, "Landlord's Work" means"): Following the satisfaction or waiver of the contingencies set forth in Articles 40 through 44 inclusive below, collectively, Landlord shall remove all then-existing Hazardous Materials (as defined in Article 26 below) as shown in the alterations Phase II Environmental Report to be prepared by Landlord from the demised premises and improvements to restore the surface of the demised premises to its condition existing prior to such removal, and shall provide Tenant with a certification from the party performing the remediation of Hazardous Materials showing that all Hazardous Materials required to be constructed and/or installed by Landlord removed or abated pursuant to this Section 5 have been removed or abated in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseapplicable law. Landlord shall use commercially reasonable efforts deliver the demised premises to "Substantially Complete" the Landlord's Work not later than ________Tenant, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation all of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforcompleted, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingMarch 1, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter1997. Notwithstanding anything to the contrary set forth elsewhere in this leaseherein, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed obligated to remove any such Hazardous Materials which are in compliance with applicable law and whose presence would not in any way manner interfere with Tenant's ability to constitute a condition precedent secure all permits and authorizations required to develop and use the occurrence Property for Tenant's intended use or materially interfere with Tenant's use and enjoyment of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness Property; provided, Landlord shall remain liable for removal of any such Hazardous Materials should the presence of any such Hazardous Materials materially interfere with Tenant's use and enjoyment of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractorsProperty. Further, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation estimated cost of Landlord's Work shall be paid by exceed Two Hundred Thousand Dollars ($200,000), Landlord shall have the right to terminate this Lease in lieu of performing Landlord, at Xxxxxxxx's sole cost and expense. Work unless Tenant shall agree to pay all costs of Landlord's Work in excess of Two Hundred Thousand Dollars (c) Except $200,000). Further notwithstanding anything to the limited extent, if any, contrary set forth elsewhere in this leaseherein, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent obligated to remove or abatx xxx asbestos or asbestos containing materials contained within the commencement of the Term buildings located on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesWillxxxx Xxxcel.

Landlord’s Work. The Landlord will perform the following work, at Landlord’s sole cost and expense (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations “Landlord Work”): (i) paint the walls of the Premises designated on Exhibit A (the “Painting Area Diagram”) (the “Painting Work”), (ii) rebuff the break room floor, shampoo the carpet throughout the Premises, and improvements recarpet the areas of the Premises noted on Exhibit B (the “Carpeting Area Diagram”) to this Amendment (the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease“Carpeting Work”), (iii) repair or replace, as more particularly described necessary, damaged or stained ceiling tiles, (iv) upgrade the bathroom as specified in Exhibit ________ attached C to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ Amendment (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's “Bathroom Work”) and all selections with regard to such materials required for the Bathroom Work shall be deemed subject to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect Tenant’s reasonable approval, and (v) add Tenant’s name and logo to the construction and/or installation of Landlord's Work shall certify in writing to Landlord outside monument signage along Alliance Road (“Signage Work”). Regarding the Painting Work, it is confirmed and agreed that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforareas to be painted will be double rolled, if any; and the same color (or as close thereto as possible) as currently exists, (ii) a temporary or permanent certificate no door frames are included, and (iii) in addition to the areas set forth on the Painting Area Diagram, Landlord will cause one of occupancy has been issued the stairwells selected by Tenant including the governmental authority having jurisdiction hand rail from the second (2nd) floor down to be painted. Regarding the Carpeting Work, Landlord will try to match the existing carpet with respect like cut pile carpeting of similar quality to Landlord's Work or the governmental authority having jurisdiction existing carpeting. Regarding the Signage Work, Tenant shall be entitled to one panel on the outside monument signage along Alliance Road (the “Monument Sign”) and, subject to compliance with respect applicable law and such Tenant signage being reasonably consistent with other sign panels on the Monument Sign, Tenant shall be entitled to Landlord's Work has otherwise evidenced select the format, size and color of its approval of Landlord's Worksign panel on the Monument Sign. Landlord shall have shall, subject to events beyond its reasonable control and Tenant’s reasonable cooperation, perform the Landlord’s Work no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date later than thirty (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of 30) days after the date of Substantial Completion of Landlord's Work as soon as possible thereafterthis Amendment. Notwithstanding the foregoing sentence or anything to the contrary set forth elsewhere in this leaseAmendment, Landlord agrees that if Landlord has not completed the Landlord’s Work within ninety (90) days after the date of this Amendment, Tenant hereby acknowledges shall have the right to complete the remaining incomplete Landlord’s Work (as specified in this Amendment) (the “Tenant Self Help Work”) and, following the completion of the Tenant Self Help Work and agrees that the construction and/or installation presentation to Landlord of Landlord's Work paid invoices for such Tenant Self Help Work, Tenant may elect to invoice Landlord for amounts paid by Tenant or to offset Monthly Base Rental due from Tenant to Landlord shall not be deemed in any way to constitute a condition precedent an amount equal to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (includingreasonable, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the substantiated costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection withcompleting the Tenant Self Help Work (the “Set Off Amount”). If the Set Off Amount exceeds one month’s Monthly Base Rental, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent entitled to continue to set off future Monthly Base Rental payments due from Tenant to Landlord until Tenant has recovered the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesfull Set Off Amount.

Landlord’s Work. Notwithstanding Section 4.1 above, the Landlord shall coordinate, install and complete the Landlord’s Work as outlined in Schedule “G” to this Lease at its sole cost and expense. For clarity, the Landlord shall be solely responsible for any cost increases in the Landlord’s Work except solely for those expressly provided to be the Tenant’s obligation in Schedule “K” to this Lease and except to the extent such increases are being compensated via the Excess Facility Cost Payment by the Tenant. Landlord shall be responsible for costs of coordinating Landlord’s Work on the Premises. The Landlord shall use commercially reasonable efforts to (ai) For purposes achieve Substantial Performance of this leasethe Landlord’s Work with all Preconditions satisfied, "(ii) complete all of Landlord's Work" means, ’s obligations pursuant to the Turnover Packages and (iii) complete all punch-list items (collectively, the alterations “Turnover Condition”) by the Anticipated Premises Delivery Date and improvements shall work diligently to achieve the Turnover Condition as soon as possible thereafter if the Turnover Condition is not achieved by the Anticipated Premises Delivery Date. The Landlord shall complete the Landlord’s Work in a good and workmanlike manner in accordance with all Applicable Laws and prior to the demised premises Tenant taking possession of the Premises. Notwithstanding the foregoing, the Landlord agrees to make a good faith effort to accommodate any reasonable request from the Tenant to engage service providers with domain expertise relating to the cGMP design, construction and commissioning of a radiopharmaceutical manufacturing facility. All other work required for the Premises including those items enumerated in 5.2 below as Tenant’s Work, may be provided and if provided same will be installed by the Tenant at the Tenant’s sole expense. The Landlord shall, as soon as reasonably possible following execution of this Lease, work with the Tenant to identify the systems and sub-systems serving the Premises that need to be constructed and/or installed adequately commissioned and confirm if the commissioning of the system or sub-system is the responsibility of the Landlord pursuant to the Landlord’s Work or Tenant pursuant to the Tenant’s Work. The Landlord will commission the base building fixtures attached to the Premises, such as fume hoods and the Tenant shall commission all its own equipment. Landlord’s installations shall be commissioned and qualified with oversight from Tenant or its agent and be compliant with health and safety regulations and Tenant’s installations or equipment shall be commissioned and qlaified with oversight from Tenant’s agent and be compliant with health and safety regulations. Landlord shall provide access to version controlled documentation by the Tenant upon request for health inspections and readiness activities. The Landlord will then create Turnover Packages for the systems and sub-systems to adequately commission the system or sub-system to a set of criteria that is agreed upon with the Tenant and consistent with cGMP requirements to ensure they perform according to their intended design and specifications (the “Turnover Packages”). The Turnover Packages will contain all necessary testing protocols, check sheets and walk- through check lists that verify each system’s performance. The Tenant and Landlord shall use commercially reasonable efforts to review, agree upon and finalize the Turnover Packages. Both parties shall carry out their obligations pursuant to the Turnover Packages in a phased approach as the systems and sub-systems achieve a state of completion, this can occur prior to Substantial Performance being achieved. The Landlord’s obligations include rectifying any Material Deficiencies and any deficiencies that are identified by Tenant or its representatives (punch list items) during execution of the Turnover Packages or during walk-throughs. An agreed upon remediation plan will be developed and executed by the Landlord within a reasonable time commensurate with projects of this nature. Once Material Deficiencies and punch-list items are adequately resolved to achieve Substantial Performance, a representative of the Landlord and Tenant will execute an agreement or acknowledgement confirming the Turnover Condition has been satisfied and the facility can be safely occupied. Notwithstanding anything to the contrary herein, if the Landlord does not provide the Tenant with possession of the Premises in accordance with the terms Turnover Condition by the Anticipated Premises Delivery Date, subject to delay caused by Force Majeure or any Tenant Delay (as hereinafter defined), and conditions subject to any extension or revised Anticipated Premises Delivery Date pursuant to Schedule “K”, the Tenant shall be entitled to one (1) Rent-free day in respect of the Premises for each one (1) day thereafter that the Turnover Condition has not been satisfied. In addition, if the Turnover Condition is not satisfied by the Anticipated Premises Delivery Date for any reason, including due to Force Majeure, all relevant dates, including the commencement of the Fixturing Period, Commencement Date, expiration of the Term and all other relevant dates shall be delayed for the same number of days as satisfaction of the Turnover Condition is delayed from the Anticipated Premises Delivery Date. Subject to Force Majeure, any Tenant Delays and subject to any extension or revised Anticipated Premises Delivery Date pursuant to Schedule “K”, if the Turnover Condition is not satisfied within six (6) months of the Anticipated Premises Delivery Date, the Tenant shall be permitted to terminate this leaseLease by notice to the Landlord. If for any reason, as more particularly including due to Force Majeure, the Turnover Condition is not satisfied within one (1) year of the Anticipated Premises Delivery Date, the Tenant shall be permitted to terminate this Lease by notice to the Landlord. For purposes hereof, “Tenant Delay(s)” shall mean and be limited to any actual delay (day for day) in the design, performance or progress of Landlord’s Work beyond the Anticipated Premises Delivery Date to the extent not caused by Landlord or Landlord’s agents, employees or contractors and which cannot reasonably be mitigated by Landlord at no additional cost to Landlord in good faith, using reasonable diligence, if and to the extent resulting from any of the following: (i) any changes or change order requested by Tenant to the Landlord’s Work (excluding, for the avoidance of doubt, any items requested by Tenant to correct any error, omission, noncompliance or deficiency in Landlord’s Work, all of which Landlord shall correct at no additional cost to Tenant without the same constituting Tenant Delay(s)), unless the error, omission, non-compliance or deficiency was caused by the Tenant or found not to exist); or (ii) any other delays based upon acts or, where there is an obligation of Tenant to act under this Lease, omissions to the extent the same actually delay the Landlord’s Work, and which are caused by Tenant, Tenant’s contractors, architects, engineers or anyone else engaged by Tenant in connection with the preparation of the Premises for Tenant’s occupancy, including, without limitation, vendors or contractors furnishing communications, data processing or other service, equipment, or furniture. In calculating the duration of any Tenant Delay, such duration shall be based upon the actual number of days of delay to Landlord’s Work beyond the Anticipated Premises Delivery Date if and to the extent attributable to the causes described above. In order to invoke Tenant Delay, Landlord must advise Tenant in Exhibit ________ attached to and hereby made a part writing of this leasethe alleged Tenant Delay reasonably promptly after Landlord becomes aware thereof but in any event not later than 10 business days after Landlord becomes aware thereof. Landlord shall use commercially reasonable efforts to "Substantially Complete" mitigate the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes impact of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workany Tenant Delay. Landlord shall have no liability whatsoever to promptly notify Tenant in writing in the event a delay is reasonably anticipated that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingcould be a Tenant Delay, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially with reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as particulars of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges nature and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence cause of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)delay. (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements Prior to the demised premises to be constructed and/or installed by Landlord in accordance with Commencement Date, Landlord, at Landlord’s cost and expense, shall demolish the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant existing improvements in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingPremises. Further, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding notwithstanding anything to the contrary set forth elsewhere in this leaseLease, Landlord, at Landlord’s expense, shall renovate the restrooms located in the Premises to building standard specifications reasonably acceptable to Tenant and Landlord. Date: Supplement to Lease dated the day of , 2000, between Crown Pointe, LLC, Crown Pointe, LLC, (hereinafter referred to as “Landlord”), and Learning Tree International USA, Inc. (hereinafter referred to as “Tenant”) for 16,903 Rentable Square Feet of Office Space, Suite 1100 in the building known as 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx. Pursuant to the provisions of Paragraph 2 of the Lease, Landlord and Tenant agree as follows: the Commencement Date for the Premises is , 2000. Tenant hereby acknowledges and agrees confirms to Landlord that Tenant is in possession of, and has accepted, the construction and/or installation Premises demised by the Lease, and acknowledges that to the best of Tenant’s knowledge all the work to be performed by the Landlord in the Premises and as required by the terms of the Lease has been satisfactorily completed except as noted immediately below (latent structural defects excepted). Tenant further certifies that to the best of Tenant’s knowledge all conditions of the Lease required of Landlord as of this date have been fulfilled and there are no defenses or off-sets against the enforcement of the Lease by Landlord's Work by Landlord . LANDLORD: CROWN POINTE, LLC, a Georgia Limited Liability Company By OTR, an Ohio General Partnership, as Managing Member By: Title: TENANT: LEARNING TREE INTERNATIONAL USA, INC., a Delaware corporation By: /s/ XXXX STREAM Its: Xxxx Stream, President Attest: /s/ XXXXX X. XXXXXXX, III Its: Xxxxx X. Xxxxxxx, III, VP/Controller [CORPORATE SEAL] ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND XXX 000 XX XXX 00XX XXXXXXXX, XXXXXX XXXXXX, XXXXXXX BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE WESTERN LAND LOT LINE OF LAND LOT 349 AND THE NORTHERN RIGHT OF WAY OF PERIMETER CENTER WEST (101.0 FOOT RIGHT OF WAY); RUNNING THENCE SOUTH 68 DEGREES 38 MINUTES 30 SECONDS EAST A DISTANCE OF 136.52 FEET TO A POINT; RUNNING THENCE ALONG THE ARC OF A CURVE AN ARC DISTANCE OF 141.50 FEET (SAID ARC HAVING A RADIUS OF 879.49 FEET AND BEING SUBTENDED BY A CHORD BEARING SOUTH 61 DEGREES 45 MINUTES 04 SECONDS EAST AND HAVING A LENGTH OF 141.35 FEET) TO A POINT; RUNNING THENCE ALONG THE ARC OF A CURVE A DISTANCE OF 85.67 FEET (SAID ARC HAVING A RADIUS OF 55.00 FEET AND BEING SUBTENDED BY A CHORD BEARING NORTH 78 DEGREES 13 MINUTES 51 SECONDS EAST AND HAVING A LENGTH OF 77.27 FEET) TO A POINT; RUNNING THENCE ALONG THE ARC OF A CURVE AN ARC DISTANCE OF 57.87 FEET (SAID ARC HAVING A RADIUS OF 362.20 FEET AND BEING SUBTENDED BY A CHORD BEARING NORTH 29 DEGREES 01 MINUTE 34 SECONDS EAST AND HAVING A LENGTH OF 57.81 FEET) TO A POINT; RUNNING THENCE NORTH 37 DEGREES 57 MINUTES 36 SECONDS EAST A DISTANCE OF 50.00 FEET TO A POINT; RUNNING THENCE NORTH 20 DEGREES 50 MINUTES 30 SECONDS EAST A DISTANCE OF 175.00 FEET TO A POINT; RUN THENCE ALONG THE ARC OF A CURVE AN ARC DISTANCE OF 131.68 FEET (SAID ARC HAVING A RADIUS OF 271.24 FEET AND BEING SUBTENDED BY A CHORD BEARING NORTH 34 DEGREES 44 MINUTES 59 SECONDS EAST AND HAVING A LENGTH OF 130.39 FEET) TO A POINT; RUNNING THENCE ALONG THE ARC OF A CURVE AN ARC DISTANCE OF 213.91 FEET (SAID ARC HAVING A RADIUS OF 271.24 FEET AND BEING SUBTENDED BY A CHORD BEARING NORTH 71 DEGREES 15 MINUTES 01 SECOND EAST AND HAVING A LENGTH OF 208.40 FEET) TO A POINT; RUNNING THENCE SOUTH 86 DEGREES 09 MINUTES 30 SECONDS EAST A DISTANCE OF 109.66 FEET TO A POINT; RUNNING THENCE ALONG THE ARC OF A CURVE AN ARC DISTANCE OF 136.80 FEET (SAID ARC HAVING A RADIUS OF 903.21 FEET AND BEING SUBTENDED BY A CHORD BEARING NORTH 89 DEGREES 30 MINUTES 09 SECONDS EAST AND HAVING A LENGTH OF 136.67 FEET) TO A POINT; RUNNING THENCE NORTH 85 DEGREES 09 MINUTES 49 SECONDS EAST A DISTANCE OF 38.75 FEET TO AN IRON PIN; RUNNING THENCE NORTH 09 DEGREES 35 MINUTES 52 SECONDS WEST A DISTANCE OF 429.05 FEET TO AN IRON PIN; RUN THENCE SOUTH 87 DEGREES 41 MINUTES 02 SECONDS WEST A DISTANCE OF 222.63 FEET TO AN IRON PIN; RUNNING THENCE SOUTH 83 DEGREES 45 MINUTES 23 SECONDS WEST A DISTANCE OF 254.00 FEET TO AN IRON PIN; RUNNING THENCE NORTH 00 DEGREES 45 MINUTES 33 SECONDS EAST A DISTANCE OF 529.89 FEET TO AN IRON PIN; RUNNING THENCE SOUTH 86 DEGREES 50 MINUTES 04 SECONDS WEST A DISTANCE OF 158.25 FEET TO A POINT; RUNNING THENCE SOUTH 85 DEGREES 27 MINUTES 28 SECONDS WEST A DISTANCE OF 294.31 FEET TO A CONCRETE MONUMENT ON XXX XXXXXXX XXXX XXX XXXX XX XXXX XXX 000; RUNNING THENCE SOUTH 00 DEGREES 34 MINUTES 03 SECONDS WEST A DISTANCE OF 315.78 FEET TO AN IRON PIN; RUN THENCE SOUTH 00 DEGREES 42 MINUTES 26 SECONDS WEST A DISTANCE OF 641.03 FEET TO AN IRON PIN; RUNNING THENCE SOUTH 00 DEGREES 38 MINUTES 58 SECONDS WEST A DISTANCE OF 251.38 FEET TO AN IRON PIN AT THE POINT OF BEGINNING. ALL THE TRACT OF PARCEL OF LAND LYING AND BEING IN LAND XXX 000 XX XXX 00XX XXXXXXXX, XXXXXX XXXXXX, XXXXXXX, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TO FIND THE POINT OF BEGINNING OF THE TRACT OF LAND HEREIN DESCRIBED, COMMENCE AT AN IRON PIN LOCATED AT THE INTERSECTION OF THE NORTHEASTERN RIGHT OF WAY LINE OF PERIMETER CENTER WEST (80 FOOT RIGHT OF WAY AT THIS POINT) AND THE WEST LINE OF LAND XXX 000 XX XXX 00XX XXXXXXXX, XXXXXX XXXXXX, XXXXXXX (SAID LINE ALSO BEING THE LINE DIVIDING XXXXXX COUNTY AND DEKALB COUNTY); RUNNING THENCE NORTH 00 DEGREES 43 MINUTES 15 SECONDS EAST ALONG AN OFFSET IN THE RIGHT OF WAY OF PERIMETER CENTER WEST, A DISTANCE OF 17.00 FEET TO A POINT LOCATED ON THE NORTHEASTERN RIGHT OF WAY LINE OF PERIMETER CENTER WEST (101.00 FOOT RIGHT OF WAY AT THIS POINT); RUNNING THENCE SOUTH 68 DEGREES 38 MINUTES 30 SECONDS EAST ALONG SAID RIGHT OF WAY LINE, A DISTANCE OF 80.11 FEET TO A POINT; RUNNING THENCE NORTH ALL THE TRACT OF PARCEL OF LAND LYING AND BEING IN LAND XXX 000 XX XXX 00XX XXXXXXXX, XXXXXX XXXXXX, XXXXXXX, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TO FIND THE POINT OF BEGINNING, COMMENCE AT A POINT LOCATED ON THE NORTHERLY RIGHT OF WAY OF PERIMETER CENTER WEST (101 FOOT RIGHT OF WAY) AT ITS POINT OF INTERSECTION WITH THE LINE WHICH DIVIDES XXX 00XX XXXXXXXX XX XXXXXX XXXXXX AND XXX 00XX XXXXXXXX XX XXXXXX XXXXXX, XXXXXXX (SAID POINT ALSO BEING NORTH 00 DEGREES 43 MINUTES 15 SECONDS EAST A DISTANCE OF 17.0 FEET FROM AN IRON PIN FOUND ON THE NORTHERLY RIGHT OF WAY OF PERIMETER CENTER WEST AT THE POINT WHERE THE RIGHT OF WAY CHANGES FROM AN 80 FOOT RIGHT OF WAY IN XXXXXX COUNTY TO THE 000 XXXX XXXXX XX XXX XXX XXXXXX XXXXXX); RUNNING THENCE SOUTH 68 DEGREES 38 MINUTES 30 SECONDS EAST ALONG THE NORTHERLY RIGHT OF WAY OF PERIMETER CENTER WEST A DISTANCE OF 75.10 FEET TO A POINT; RUNNING THENCE NORTH 24 DEGREES 54 MINUTES 12 SECONDS EAST A DISTANCE OF 121.48 FEET TO AN IRON PIN PLACED AND THE TRUE POINT OF BEGINNING; FROM THE POINT OF BEGINNING AS THUS ESTABLISHED RUN THENCE NORTH 00 DEGREES 42 MINUTES 46 SECONDS EAST A DISTANCE OF 341.60 FEET TO A POINT; RUNNING THENCE SOUTH 89 DEGREES 17 MINUTES 54 SECONDS EAST A DISTANCE OF 3.73 FEET TO A POINT; THENCE NORTH 65 DEGREES 41 MINUTES 26 SECONDS EAST A DISTANCE OF 84.92 FEET TO A POINT; RUNNING THENCE NORTH 00 DEGREES 42 MINUTES 46 SECONDS EAST A DISTANCE OF 25.0 TO A POINT; RUNNING THENCE SOUTH 89 DEGREES 17 MINUTES 14 SECONDS EAST A DISTANCE OF 48.61 FEET TO A POINT; RUNNING THENCE SOUTH 23 DEGREES 39 MINUTES 33 SECONDS EAST A DISTANCE OF 79.35 FEET TO A POINT; RUNNING THENCE SOUTH 63 DEGREES 27 MINUTES 53 SECONDS EAST A DISTANCE OF 15.62 FEET TO A POINT; RUNNING THENCE SOUTH 23 DEGREES 39 MINUTES 33 SECONDS EAST A DISTANCE OF 219.0 FEET TO A POINT; RUNNING THENCE SOUTH 66 DEGREES 20 MINUTES 27 SECONDS WEST A DISTANCE OF 133.0 FEET TO A POINT; RUNNING THENCE SOUTH 18 DEGREES 43 MINUTES 34 SECONDS WEST A DISTANCE OF 45.0 FEET TO A POINT; RUNNING THENCE NORTH 83 DEGREES 08 MINUTES 13 SECONDS WEST A DISTANCE OF 37.0 FEET TO A POINT; RUNNING THENCE SOUTH 72 DEGREES 59 MINUTES 17 SECONDS WEST A DISTANCE OF 99.33 FEET TO THE TRUE POINT OF BEGINNING. 1. The sidewalks, halls, passages, exits, entrances, retail areas, malls, common areas, parking areas, roadings, elevators, escalators and stairways of the Building and Project shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of obstructed by any of the agreements tenants or obligations used by them for any purpose other than for ingress to and egress from their respective premises. The halls, passages, exits, entrances, malls, common areas, parking areas, roadways, elevators, escalators and stairways are not for the general public and Landlord shall in all cases retain the right to control and prevent access thereto of Tenant set forth all persons whose presence in this lease with respect the judgment of Landlord would be prejudicial to the demised premises (includingsafety, without limitationcharacter, the commencement reputation and interests of the obligation Building and its tenants, provided that nothing herein contained shall be construed to pay Rent by Xxxxxx as prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No tenant and no employee or invitee of any tenant shall go upon the roof of the Commencement Date)Building. Subject to Section 11 of the Lease, Landlord shall have the right at any time without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor to change the arrangement and/or location of entrances or passageways, doors or doorways, corridors, elevators, stairs or toilets and to change, alter, increase, decrease or modify the other common areas of the Building and Project. (b) Landlord's Work 2. The Premises shall not be used for the storage of merchandise held for sale to the general public or for lodging. No cooking shall be constructed and/or installed done or permitted on the Premises except private use by Landlord using contractors (Tenant of Underwriters’ Laboratory approved equipment for brewing coffee, tea, hot chocolate and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole similar beverages and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work microwave ovens shall be constructed and/or installed in a good and workerlike mannerpermitted, provided that such use is in accordance with all applicable federalFederal, state and local municipal laws, codes, ordinances, rules and regulations. 3. All No tenant shall employ any person or persons other than the janitor of Landlord for the costs and expenses incurred purpose of cleaning its premises unless otherwise agreed to by Landlord in connection writing. Except with the construction and/or installation written consent of Landlord's Work , no person or persons other than those approved by Landlord shall be paid permitted to enter the Building for the purpose of cleaning the same. No Tenant shall cause any unnecessary labor by reason of such Tenant’s carelessness or indifference in the preservation of good order and cleanliness. Landlord shall not be responsible to any tenant, or any other person, for any loss of property on the premises, however occurring. Janitor service will not be furnished on nights when Premises are occupied after 6:00 P.M. unless by additional agreement in writing. 4. The Landlord shall designate appropriate entrances and a “Freight” elevator for deliveries or other movement to or from the premises of equipment, materials, supplies, furniture or other property, and Tenant shall not use any other entrances or elevators for such purposes. The freight elevator shall be available for use by all tenants in the Building, subject to such reasonable scheduling as Landlord in it discretion shall deem appropriate. All persons employed and means or methods used to move equipment, materials, supplies, furniture or other property in or out of the Building must be approved by Landlord prior to any such movement. Landlord shall have the right to prescribe the maximum weight, size and position of all equipment, materials, furniture or other property brought into the Building and the right to approve all items placed on the balconies; balconies shall be kept clean and in good order at all times. Tenant shall not allow any objects or articles to be dropped or thrown from any window or balcony. Heavy objects shall, if considered necessary by Landlord, stand on a platform of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such property from any cause, except as otherwise set forth in the Lease; and subject to the foregoing; all damage done to the Building by moving or maintaining such property shall be repaired at Xxxxxxxx's sole cost and expensethe expense of Tenant. (c) Except 5. No tenant shall use or keep in the Premises, Building or the Project any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities thereof reasonably necessary for the operation or maintenance of office equipment. No tenant shall use any method of heating or air-conditioning other than that supplied by Landlord. No tenant shall use or keep or permit to be used or kept any foul or noxious gas or substance in the limited extentPremises, if anyor permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, set forth elsewhere odors or vibrations, or interfere in this leaseany way with other tenants or those having business in the Building, nor shall any animals or birds be brought or kept in the Premises or the Building. 6. Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations to the desirability or warranties whatsoever the necessity of Landlord, under law or in the prudent management of the Building, organizing and coordinating within the Building and among all tenants, arrangements and exercises appropriate to maximize the safety of all tenants in the event of fire or any other such disaster which may require the partial or total evacuation of the Building. Tenant undertakes and hereby agrees to fully cooperate with and participate in any simulated exercises with respect to the demised premisesforegoing arrangements and exercises arranged from time to time by Landlord. Tenant hereby indemnifies Landlord, and agrees to hold Landlord harmless, from and against any loss, costs, damages, injuries, or expenses incurred by Tenant as a result of, through, or in conjunction with the condition arrangement, coordination or performance of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; arrangements and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence exercises as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesherein described.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to Landlord shall alter the demised premises for the Tenant in accordance with and subject to the terms of Landlords Work Criteria annexed hereto as Schedule B. All such work shall be deemed to have been substantially completed, notwithstanding the fact that minor or insubstantial details of construction, mechanical adjustment, decoration, and other work remain to be constructed and/or installed completed. In all other respects, Tenant accepts the demised premises in "as is" condition and Tenant acknowledges that Landlord makes no representation as to the condition thereof, except as herein expressly set forth. The taking of occupancy of the whole or any part of the demised premises by Tenant shall be (A) conclusive evidence, as against Tenant, that Tenant accepts possession of the same and that the demised premises so occupied and the Building equipment, if any, servicing the demised premises, were in good and satisfactory condition at the time such occupancy was so taken, and (B) deemed to be a representation by Tenant that the demised premises are in the condition agreed to by Landlord and Tenant for commencement of the term hereof. Thereafter, Landlord shall have no obligation to do any further work in accordance order to make the demised premises suitable and ready for occupancy and use by Tenant, excepting any minor punch list items. Any work to be performed by Tenant shall be subject to compliance with the terms and conditions of this lease. Promptly following the substantial completion of the such work by Landlord, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord the parties shall use commercially reasonable efforts to "Substantially Complete" the within fifteen (15) days thereafter, at Landlord's Work not later than ________request, 20________ execute a writing acknowledging the Commencement Date (the "Substantial Completion Target DateCommencement Date Agreement)"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this leasecontained herein, the term of the lease shall commence on Please Initial Landlord BF Tenant hereby acknowledges MS ---- ---- the Commencement Date as defined herein, and agrees that any failure of the construction and/or installation of Landlord's Work by Landlord parties to execute such Commencement Date Agreement shall not be deemed in any way to constitute a condition precedent to affect the occurrence validity of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed fixed and determined by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expenseaforesaid. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. Landlord shall substantially complete the work shown on Exhibit B attached hereto (a) For purposes of this leasethe “Landlord’s Work”). Landlord’s Work shall be completed using building standard materials and finishes, "Landlord's Work" meanswhere applicable, collectively, in a good and workmanlike manner and in compliance with all legal requirements. Landlord shall pay the alterations costs and improvements expenses relating to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions completion of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseLandlord’s Work. Landlord shall use commercially reasonable good faith efforts to "Substantially Complete" mitigate interference caused by the completion of Landlord's ’s Work with Tenant’s use and occupancy of the Premises, but entry into or about the Premises or performance of work necessary to complete Landlord’s Work shall not later than ________give rise to any claim for a rent abatement, 20________ constructive eviction, or any other damage or remedy. Landlord’s Work shall be deemed “substantially” completed and finally approved and accepted by the parties when Landlord’s Work has been completed except for minor items, adjustments or defects that can be completed or remedied after Tenant occupies the Expansion Space without causing substantial interference with Tenant’s use thereof. Landlord shall provide to Tenant a fully signed-off building permit and/or a permanent (or temporary) certificate of occupancy, to the "Substantial Completion Target Date"extent required by the Town of Lexington, with respect to Landlord’s Work. If either the substantial completion of Landlord’s Work or the Expansion Space Effective Date shall be delayed due to Tenant Delays (as defined below), the Expansion Space Effective Date shall be deemed to have occurred on the date such substantial completion would have occurred but for such Tenant Delays. Landlord shall not be liable to Tenant if the substantial completion of Landlord’s Work is delayed as a result of any Tenant Delays. For purposes of this leaseSection, Xxxxxxxx's Work Tenant Delays shall be deemed to be "Substantially Complete" as mean delays from any of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord thatfollowing causes: (i) Tenant’s failure to respond to any requests or submissions relating to Landlord's ’s Work has been substantially completed in all material respects substantially in accordance with and/or any of the approved plans and specifications therefor, if anyconstruction documents relating thereto within five (5) business days of request; and (ii) a temporary or permanent certificate of occupancy has been issued any material change in the construction documents caused by Tenant once finally approved and accepted by the governmental authority having jurisdiction with respect to Landlord's Work parties, even though Landlord may approve such change; (iii) any request by Tenant for a delay in the commencement or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval completion of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail ’s Work for any reason whatsoever to Substantially Complete Landlord's Work on reason; or before the Substantial Completion Target Date (including, without limitation, for iv) any damages that Tenant may suffer as a result thereof or other material delay in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects substantial completion of Landlord's ’s Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything directly attributable to the contrary set forth elsewhere in this leaseacts or omissions of, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 or breach of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (includingLease by, without limitationTenant, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractorsits employees, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premisesagents, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisescontractors.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, Landlord shall cause the alterations and improvements to the demised premises Building to be constructed and/or installed by Landlord in substantial accordance with the terms and conditions of this leaseplans listed on Exhibit 1 hereto, as more particularly described in Exhibit ________ attached amended by changes to and hereby made a part of this lease. such plans as required by Landlord shall use commercially reasonable efforts to "Substantially Complete" the (“Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"’s Plans”). For purposes of this lease, Xxxxxxxx's Tenant will be required to cause its architect to coordinate Tenant’s interior design documentation with Landlord’s Work shall be deemed to be "Substantially Complete" (as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workhereinafter defined). Landlord shall have no liability whatsoever the right, from time to Tenant in the event that Landlord shall fail for any reason whatsoever time, to Substantially Complete make changes to Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith)’s Plans; provided, provided however, in the instance of any material revision or supplement to Landlord’s Plans which would require a material change in or result in a material increase in the cost of Tenant Work (as hereinafter defined), then such eventrevisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld, delayed or conditioned unless it causes an increase in Tenant’s costs. Tenant’s failure to approve such changes or to disapprove such changes with specific comment within five (5) business days next following notice thereof from Landlord shall use commercially reasonable efforts for all purposes constitute Tenant’s deemed approval of the revision or supplement to Substantially Complete be implemented by Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts further share all revised plans with Tenant’s architect. Landlord shall provide drywall on the “tenant space side” of core walls, around columns (column covers) and all exterior building walls from the floor to complete any portions the base of all windows. Window coverings, as depicted in the Landlord Plans or aspects as otherwise selected by Landlord and approved by Tenant within (5) business days next following Landlord’s request therefor (Tenant’s failure to approve or to disapprove with specific comments, within such time frame, shall for all purposes constitute Tenant’s deemed approval of Landlord's Work which ’s selection), will be provided by Landlord at each perimeter window at Tenant’s cost. The work called for by Landlord’s Plans (“Landlord’s Work”) shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: “substantially complete” when (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premisesBuilding’s ground floor lobby, and public areas on the condition of ground floor, including all exterior walkways, driveways, accesses and parking areas necessary for the demised premisesTenant’s occupancy, or the suitability for use have been substantially completed as required by Tenant of the demised premises in connection with the business operations of Tenant; and applicable code, (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates extent required to serve the Premises and the public areas necessary for Tenant’s use and enjoyment of use or occupancy (collectivelythe Premises, the "Governmental Authorizations") that shall or may be a condition ofheating, required or necessary forventilating and air conditioning, elevator and utility systems, including telephone trunk lines into the Building (but not including installation of telephones, computers, or desired by Tenant in connection withsecurity systems for the Premises), the use or occupancy of the demised premises by Tenant pursuant to this lease are installed and that any and all such Governmental Authorizations that shall or may be such a condition of or so requiredoperating, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (Aiii) the demised premises are being leased to Tenant by Landlord in their "as isBuilding is weather tight and roofing installed, where is and with all defects" condition as of the Commencement Date; and (Biv) Landlord shall have no obligation whatsoeverobtained at least a temporary certificate of occupancy for the Building and the Premises, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesand (v) Landlord’s architect shall have issued a certificate of substantial completion for Landlord’s Work.

Landlord’s Work. Landlord shall construct the Core and Shell of the Center in accordance with Exhibit C attached hereto and made a part hereof. Xxxxxx acknowledges and agrees that the Core and Shell may be modified by Landlord during the planning and construction of the Center, it being understood and agreed that Landlord shall have the right to modify the plans and specifications for the Center (aincluding the Core and Shell) For purposes without Xxxxxx’s consent provided that such modifications are consistent with the character of this lease, "a first-class transit and retail center. Landlord shall Notify Tenant of any modification to the Core and Shell. Landlord shall diligently and in good faith pursue to substantial completion Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this leasehereof, Xxxxxxxx's Work the term "substantial completion" or "substantially complete" shall be deemed to be "Substantially Complete" as of mean the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation completion of Landlord's Work in the condition required by Exhibit C attached hereto and made a part hereof, but for certain minor punch list items, all of which shall certify in writing be certified as such by Xxxxxxxx's Representative. Landlord shall provide at least thirty (30) days prior Notice to Landlord that: Tenant as to the date of such substantial completion and Tenant shall have ten (i10) days after the date of substantial completion to inspect the Premises to confirm the punch list items based on a joint inspection of the Premises. The punch list items shall have no material adverse effect upon Landlord's Work has been substantially delivery of the Premises, and, in any event, shall be reasonably promptly completed in all material respects substantially in accordance with by, or on behalf of, Landlord. If Xxxxxx fails to timely inspect and Notify Landlord of any dispute as to the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate substantial completion of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction punch list items with respect to the Premises, then Tenant shall be deemed to have waived same, and substantial completion with respect to the Premises shall be on the date so designated by Landlord in Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever Notice to Tenant in as to same. In the event that Landlord shall fail for of any reason whatsoever dispute between Xxxxxxxx and Xxxxxx as to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects substantial completion of Landlord's Work which or any punch list items in connection therewith, then same shall be incomplete as of resolved by Arbitration. Such Arbitration shall be the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges parties' sole and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease absolute remedy with respect to resolution of any disputes brought under this Section 3.2. The Arbitration shall be governed by all applicable expedited or fast track procedures, and a decision shall be rendered by the demised premises arbitrator within thirty (including30) days after the Arbitration is complete. The parties shall be entitled to seek, without limitationand the arbitrator shall have the authority to grant or deny, emergency interim relief, including injunctive and other equitable relief. The Arbitration shall be overseen by one arbitrator who shall be jointly agreed upon by the parties. Judgment may be entered on the arbitrator's award in a court having jurisdiction, and the parties irrevocably consent to the jurisdiction of any court competent of the subject matter and sitting in the City and County of San Francisco, California (including federal courts) for that purpose. . In order to accommodate certain functions of the Transit Agencies and Rail Operators and to facilitate the safety and security of the Center, Landlord reserves the right from time to time: (a) to install, use, maintain, repair, replace, remove and relocate shafts, pipes, ducts, conduits, wires, risers and other facilities and appurtenant fixtures in the Premises, the commencement ceiling above the Premises, the walls adjacent to the Premises, and in other parts of the obligation to pay Rent by Xxxxxx as of the Commencement Date). Center, and (b) Landlordto alter or relocate any facility, whether located in the Premises or in other parts of the Center; provided, that same does not materially interfere with any Permitted Use hereunder. In performing such work, Landlord shall exercise reasonable efforts to minimize interference with Xxxxxx's Work use of the Premises. Landlord reserves the right from time to time to designate the days and hours during which any areas of the Center shall be constructed and/or installed by Landlord using contractors (and subcontractorsopen to the public; to close temporarily or permanently all or any portion of such areas for any purpose; to erect any gate, if deemed necessary by Landlord) selected by Landlordchain or other obstruction or to close off any portion of the Center to the public at any time to prevent injury to persons or property, in Landlord's sole and absolute discretion, or as having experience may be required in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike mannerany Center operations, and, in accordance with connection therewith, to seal off all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except entrances to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premisesCenter, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesportion thereof.

Landlord’s Work. (aA) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements Subject to the demised premises provisions of Section 2.1(A) hereof, Landlord, at Landlord’s sole cost and expense, subject to Section 4.3(C)(4) shall perform the Base Building Work, as defined in Section 4.3(C). The Base Building Work shall be constructed and/or installed by Landlord performed in accordance with the terms Approved Base Building Plans and conditions Specifications (as defined in Section 4.3(C) hereof). In addition, Landlord shall perform the work for the preparation of this lease, the Premises for Tenant’s occupancy (“Tenant Improvement Work”) in conformity with the Final Tenant Plans under Section 4.3. Attached hereto as more particularly described in Exhibit ________ attached to and hereby made B-5 is a matrix showing those items which are provided by Landlord as part of the Base Building Work and those items which will be part of the Tenant Improvement Work. Tenant shall enter into agreements with Sasaki Associates, Inc., which is pre-approved by Landlord, or another similarly reputable, licensed and insured architectural firm selected by Tenant and reasonably acceptable to Landlord (“Tenant’s Architect”) and engineers selected by Xxxxxx and approved by Landlord (which approval shall not be unreasonably withheld, conditioned, or delayed) who will be preparing the Tenant Plans (as hereinafter defined) (“Tenant Design Work”). If Landlord fails to respond to a request for approval of an architect within five (5) business days, Tenant may re-send such request to Landlord via registered or certified mail, return receipt requested, or recognized overnight delivery service, with the following statement in bold at the beginning of such request, “WARNING: POSSIBLE DEEMED APPROVAL NOTICE. Failure to respond to this leaserequest within three (3) business days may lead to deemed approval of such request”. Should Landlord fail to respond to such second request within three (3) business days after receipt thereof, such failure shall be deemed to be approval of the architect in question. Notwithstanding the foregoing, Landlord shall have no liability to Tenant, and Tenant waives all claims against Landlord in respect to, the failure of the Tenant Design Work as shown on the Final Tenant Plans to comply with applicable Legal Requirements, but the foregoing shall not in any way impair or waive claims of either party against the architects and/or engineers with respect to the Tenant Design Work. The cost of the Tenant Improvement Work and the Tenant Design Work shall be paid in accordance with Section 4.5. The Base Building Work and the Tenant Improvement Work are sometimes referred to collectively as “Landlord’s Work.” Subject to delays due to Force Majeure or attributable to a Tenant Delay Landlord shall use commercially reasonable best efforts in the construction of Landlord’s Work, but Tenant shall have no claim against Landlord for failure so to "Substantially Complete" complete construction of Landlord’s Work, except as expressly set forth in Section 4.2. (B) Landlord shall keep Tenant apprised of the status of the performance of Landlord's ’s Work not later than ________, 20________ on a regular basis. (1) From and after the "Substantial Completion Target Date"). For purposes Execution Date of this leaseLease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the Landlord and its general contractor or the architect employed by Landlord shall hold job meetings (“Job Meetings”) with respect to the construction and/or installation of Tenant and its representatives concerning Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval ’s performance of Landlord's Work. Initially, such Job Meetings shall be on the request of either party on an as-needed basis, but from and after November 1, 2016 they shall occur not less frequently than weekly. At these Job Meetings, Landlord and Tenant shall, among other things, use good faith efforts to identify any possible Force Majeure, Landlord Delay (as hereinafter defined), Tenant Delay or any other event impacting the ability of either party to perform its work hereunder within the time periods set forth herein. Furthermore, and without limitation, Landlord shall inform Tenant of (i) any anticipated material changes to the rentable square footage of the Premises or the Building, (ii) any anticipated Entitlement Conditions and any changes to the Layout and Base Building Plans and Specifications that Landlord reasonably believes could have an impact on Tenant's Plans or the TI Work (whether or not the same constitute Entitlement Base Building Plan Changes as defined in Section 1.3(C), Material Building Changes as defined in Section 4.3(C) or Material Pre-Completion Layout Changes as defined in Section 4.3(D)), (iii) the status of achieving the milestones described in Section 4.2, (iv) any changes to the Required LEED Certification, (v) anticipated selection of subcontractors pursuant to Section 4.5(C) in excess of the lowest bids; and (vi) any anticipated changes to the Total Rentable Floor Area of the Premises, the Office Portion of the Building and the Building. (2) Tenant shall have the right, from time to time upon reasonable prior notice and at reasonable times, to inspect the portions of Landlord's Work completed to date, provided that Tenant shall not have the right to perform any invasive inspection or examination (such as, for example, cutting into drywall). (3) From time to time during the performance of the Landlord’s Work under this Article IV, either party may request construction information from the other party’s Construction Representative to the extent reasonably necessary in connection with the performance by the requesting party of the work for which it is responsible hereunder. Furthermore, to the extent such information is within the possession of the non-requesting party’s general contractor or architect, such party shall use good faith diligent efforts to cause its general contractor or architect to deliver the requested information (provided, however, that neither party shall be liable to the other for failure of such party’s general contractor or architect to deliver the requested information, so long as such party used good faith diligent efforts to obtain the same). Landlord shall cooperate with Tenant to post any plans, schedules, monthly requisitions under the TI Contract or other documents to be provided by Landlord under this Article IV to a secure website designated by the General Contractor or, if the General Contractor does not use such a website, designated by Tenant. In addition, Tenant shall have access to Landlord's then-current electronic model of the Base Building Work throughout the construction period. (4) Landlord shall provide Tenant with regular updates on the progress of Landlord's Work, including the construction schedule. Landlord shall give Tenant (i) a notice on or about September 1, 2019, giving Landlord's then good faith estimate of the anticipated Substantial Completion Date (as hereinafter defined), and (ii) at least thirty (30) days’ prior written notice of Xxxxxxxx’s then good faith estimate of the anticipated Actual Substantial Completion Date (as hereinafter defined); however, neither notice shall be a condition to the occurrence of the Substantial Completion Date and/or the Actual Substantial Completion Date, and in no event shall Landlord have any liability whatsoever or obligation to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of and/or the Actual Substantial Completion Date is different from the date of Substantial Completion of indicated in Landlord’s notice(s). Nothing herein shall limit Tenant's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges rights and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is remedies set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Section 4.2. (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. Subject to Unavoidable Delay, Landlord will promptly and at its sole cost and expense, complete the work, if any, to be performed by Landlord which is described in the plans referenced in Exhibit "B", together with all other items designated or described in Exhibit B (a) For purposes of this lease, collectively "Landlord's Work" means"), collectively, whether necessary to permit Tenant to commence the alterations and improvements to the demised premises work to be constructed and/or installed performed by Landlord in accordance with the terms and conditions of this leaseTenant ("Tenant's Work") under Exhibit "C" or otherwise. Subject to Section 18.12, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the cause Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be Substantially Complete before the Scheduled Delivery Date specified in Section 1.1 in accordance herewith and Exhibit "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of B". If Landlord's Work is not Substantially Complete before the Scheduled Delivery Date, Tenant shall certify in writing be entitled to Landlord that: a credit against Rental two (i2) days for each day that Landlord's Work has been substantially completed is not Substantially Complete beyond the Scheduled Delivery Date. In the event of any conflict between Exhibit "B" and the Lease, Exhibit "B" shall control. Landlord hereby warrants and guarantees Landlord's Work to be free from defects in workmanship and materials for a period of one (1) year from the Premises Delivery Date. Upon the expiration of said one (1) year period, Landlord shall assign to Tenant all material respects substantially in accordance with the approved plans warranties and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction guarantees with respect to Landlord's Work or and, to the governmental authority having jurisdiction with respect extent of any such warranties and guarantees are not assignable, Landlord agrees to enforce the same for the benefit of Tenant. Landlord shall promptly (i) repair any latent defects in Landlord's Work has otherwise evidenced its approval of Landlord's Work. no matter when appearing and (ii) repair any so-called punch-list items about which Tenant notifies Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date within sixty (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as 60) days of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Premises Delivery Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed performed in a good and workerlike workmanlike manner, in accordance with all applicable federalusing new materials, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work Premises shall be paid by Landlord, at Xxxxxxxxdelivered free of all liens and encumbrances and not in violation of any applicable Laws. In the event a mechanic's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant lien is recorded with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of XxxxxxxxLandlord's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoeverindemnify, pursuant to this lease defend and hold Tenant harmless from all costs, losses, damages or otherwise, to make causes of action arising from any alterations or improvements to or with respect to the demised premisessuch lien.

Landlord’s Work. (a) For purposes Landlord shall deliver and Tenant shall accept the Premises in "as-is" condition, except for all representations set forth in Section 7.1 of this leasethe Lease and except for Landlord's Work as set forth below. Landlord, "at its expense and as Landlord's Work" means, collectivelywill complete in or for the Premises, in a good and workmanlike manner and according to all applicable Laws, the alterations following, with the parties understanding that the both the Landlord's and improvements Tenant's work is to be done in two (2) phases, the 8th Floor Phase and the 9th Floor Phase and Landlord shall tender possession of the applicable Phase of the Premises to Tenant when Landlord's Work for that Phase have been completed: Necessary demolition on the 8th floor (including removal of any ACM to comply with Section 6.2(d)) to provide the Premises in raw shell condition with a slab floor, perimeter columns and core and exterior walls in "as-is "condition . In addition, Landlord shall provide after the Start Date but prior to the demised premises to be constructed and/or installed by Landlord Commencement Date as scheduled in accordance conjunction with the terms and conditions of this leaseTenant's contractor, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseBuilding standard window film on all exterior Premises windows. Landlord shall use commercially reasonable efforts not unreasonably interfere with Tenant's contractor during the installation of said window film. Landlord will pay for the design costs associated with Landlord's Work; provided that to "Substantially Complete" the extent Landlord's Work not later than ________, 20________ requires design information (such as heating or air conditioning load factors) that would be prepared in connection with the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as preparation of the date on which the general contractor Preliminary Plans or the architect employed by Construction Documents, Tenant will be responsible for the cost of such design information. The Premises will be delivered to Tenant when Landlord with respect to the construction and/or installation of has substantially completed Landlord's Work shall certify in writing Work, subject only to completion of minor construction details which would not materially interfere with Tenant's Work, and Tenant will accept the Premises upon from Landlord that: (i) that Landlord's Work has been substantially completed in completed. Landlord and Tenant agree that all material respects substantially in accordance with alterations, improvements and additions made to the approved plans and specifications thereforPremises according to this Work Letter, if any; and (ii) a temporary whether paid for by Landlord or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect Tenant, will, without compensation to Tenant, become Landlord's Work or the governmental authority having jurisdiction with respect to property upon installation and will remain Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in property at the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on expiration or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as earlier termination of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Term. (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes Following execution of this leaseLease and prior to the Commencement Date, "Landlord's Work" meansLandlord shall construct and install certain improvements within the Premises consisting of (i) new Building Standard carpet, and (ii) general smoothing of the finish of the walls of the Premises and repainting of the Premises with Building Standard paint, and (iii) installing the Server Room HVAC Unit consisting of a three (3) ton cooling capacity unit (collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"“Tenant Improvements”). For purposes Except as otherwise provided herein, the costs and expenses of this lease, Xxxxxxxx's Work the Tenant Improvements shall be deemed borne solely by Landlord, including, the cost to be "Substantially Complete" as remove and reinstall the Furnishings in connection with installation of the date on which carpet within the general contractor Premises. Notwithstanding the foregoing, Tenant shall be responsible, at Tenant’s sole cost and expense, for (x) one half of the costs and expenses of acquiring and installing the Server Room HVAC Unit and the separate meter or submeter related to Utilities serving the architect employed by Landlord Server Room HVAC Unit (collectively referred to herein as the “Server Room HVAC Unit Costs”) (provided, that Tenant’s maximum liability under this item (x) with respect to the construction and/or installation Server Room HVAC Unit Costs shall not exceed Three Thousand Dollars ($3,000.00)), together with (y) any increase (collectively referred to herein as the “Increased Construction Expenses”) in the costs and expenses of Landlord's Work the Tenant Improvements resulting from any Tenant Delay (as defined below). Tenant’s share of the Server Room HVAC Unit Costs, determined pursuant to item (x) of the preceding sentence, together with any Increased Construction Expenses shall certify in writing be reimbursable to Landlord that: within fifteen (i15) Landlord's Work has been substantially completed days following demand therefore. For the purposes herein, the term “Building-Standard” shall mean the standards for a particular item selected from time to time by Landlord for the Building, or such other standards of equal quality as may be mutually agreed between Landlord and Tenant in all material respects substantially writing. For the purposes herein, the term “Tenant Delay” shall mean any delay in accordance the construction of the Tenant Improvements resulting from (A) any act or omission of, or breach by, Tenant or anyone performing services on behalf of Tenant, or (B) any work performed on the Premises by Tenant, its employees contractors or agents; (C) with the approved plans and specifications thereforexception of the Server Room HVAC Unit, if anyTenant’s request for materials, finishes or installations other than Building-Standard materials, finishes or installations which require a longer time than the respective Building-Standard materials, finishes or installations, as applicable, to obtain, install or complete; and (iiD) Tenant’s failure to comply with Landlord’s contractor’s or subcontractor’s schedule; (E) a temporary or permanent certificate of occupancy has been issued Default (as defined in Paragraph 23 below) by the governmental authority having jurisdiction with respect to Landlord's Work Tenant under this Lease or the governmental authority having jurisdiction existence of any event or condition which, with respect the passage of time or the giving of notice or both would constitute a Default by Tenant; (F) Tenant’s failure to Landlord's Work has otherwise evidenced its approve or disapprove any matter requiring Tenant’s approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant within three (3) business days after the date such approval is sought; and/or (G) any other causes which are attributable in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof whole or in connection therewith); providedpart to the action or inaction of Tenant or Tenant’s employees, however, in agents or contractors. Tenant acknowledges that the length and/or impact of any Tenant Delay may exceed the duration or scope of such event, Landlord shall use commercially reasonable efforts event or conduct due to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions the necessity of rescheduling work or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafterother causes. Notwithstanding anything to the contrary set forth elsewhere in this leasecontained herein, the obligation of Landlord to complete the Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord Improvements shall not be deemed in any way to constitute a condition precedent to the occurrence suspended without further act of the Commencement Date (parties during any such time as such date is set forth in Paragraph 1.3 there exists an event of this lease) Default under the Lease or to the effectiveness of any of the agreements event or obligations of Tenant set forth in this lease with respect to the demised premises (includingcondition which, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation passage of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, time or the suitability for use by Tenant giving of the demised premises in connection with the business operations notice or both would constitute such an event of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesDefault.

Landlord’s Work. (a) For purposes of this leaseExcept as otherwise agreed upon in writing, "Landlord's Work" means, collectively, the alterations and Landlord shall perform improvements to the demised premises Premises in accordance with the worklist attached to this Work Letter as Schedule 1 to this Exhibit (the ”Worklist”). The improvements to be constructed and/or installed performed by Landlord in accordance with the terms and conditions Worklist are referred to as “Landlord’s Work”. Landlord’s Work shall be done with such minor variations as Landlord may deem advisable, so long as such variations will not substantially vary from Worklist or materially interfere with the permitted use of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leasethe Premises. Landlord shall use commercially reasonable efforts enter into a direct contract for Landlord’s Work with a general contractor selected by Landlord and approved by Tenant, which approval shall not be unreasonably withheld, conditioned, or delayed. Upon request, Xxxxxxx may request one or more general contractors to "Substantially Complete" bid on the Landlord's ’s Work not later than ________, 20________ (and the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work Landlord shall be deemed to be "Substantially Complete" as of the date on which the reasonably consider such general contractor or candidates so long as the architect employed by Landlord same comply with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans ’s insurance and specifications thereforstandard contractor guidelines. In addition, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever the right to Tenant in the event that Landlord shall fail for select and approve of any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or subcontractors used in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete with Landlord's Work as soon as possible thereafter’s Work. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (that, except as such date is expressly set forth on the Worklist or as otherwise agreed upon in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (includingwriting, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's ’s Work shall be constructed and/or installed using Building-standard materials designated by Landlord using contractors (and subcontractorsfor the Building. In no event shall Landlord’s Work include any costs or expenses of any consultants retained by Tenant with respect to design, if deemed necessary by procurement, installation or construction of improvements or installations, whether real or personal property, for the Premises. Landlord will not require Tenant to remove the Landlord) selected by Landlord, ’s Work upon the expiration or earlier termination of the Lease. Landlord will reasonably cooperate with Tenant in order to perform Landlord's sole and absolute discretionwork with a minimum of disruption to Tenant's business; provided, as having experience Landlord will not be obligated to incur any additional costs in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expensesame. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements Subject to the demised premises to be terms and conditions hereof, Landlord shall Substantially Complete (as defined below) the (i) Base Building Shell Work, and (ii) Tenant Improvement Work (as those terms are more fully defined below) (collectively (i) and (ii), are “Landlord’s Work”) designed and constructed and/or installed by Landlord in accordance with the Base Building Plans and the Plans (as those terms are defined below), including but not limited to construction materials, design and conditions finishes set forth thereon, and otherwise in compliance with all life safety requirements and Legal Requirements of this leasegeneral applicability to the Building (including without limitation the Americans with Disabilities Act (“ADA”), and all governmental permits and approvals if and to the extent applicable to the Base Building Shell Work, which shall be obtained by Landlord). As of the Substantial Completion Date (as more particularly described hereinafter defined), the roof, structural elements and building systems of the Building shall be in Exhibit ________ attached to good order and hereby made a part of this leaserepair. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans speed and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever diligence to Substantially Complete the Landlord's ’s Work on or before the Substantial Completion Target Anticipated Term Commencement Date (other than Landlord’s Work with respect to Premises B (the “Premises B Work”), for which Landlord shall use commercially reasonable speed and diligence to Substantially Complete on or before the Anticipated Premises B Commencement Date), all subject to delays caused by Tenant Delays (as defined below) or event(s) of Force Majeure (as defined below), but, except as set forth in this Subsection (a), in no event shall Landlord be liable to Tenant for any failure to Substantially Complete the Landlord’s Work (or the Premises B Work) on any specified date, nor shall such failure give rise to any default or other remedies under this Lease or at law or equity, or otherwise affect the validity of this Lease or the obligations of Tenant hereunder. Notwithstanding the foregoing: (I) with respect to Premises A: (x) in the event that the Term Commencement Date does not occur by the date that is sixty (60) days following the Anticipated Term Commencement Date (the “First Outside Commencement Date”), then, except to the extent such delay is caused by Tenant Delay or Force Majeure, Tenant shall be entitled to a rent credit equal to one day’s rent at the Yearly Rent per diem (at the rate in effect immediately following the Term Commencement Date) for each day following the First Outside Commencement Date until the earlier of (1) the day prior to the Term Commencement Date or (2) the date that is one hundred twenty (120) days following the Anticipated Commencement Date (the “Second Outside Commencement Date”); (y) in the event that the Term Commencement Date does not occur by the Second Outside Commencement Date, then, except to the extent such delay is caused by Tenant Delay or Force Majeure, Tenant shall be entitled to a rent credit equal to two day’s rent at the Yearly Rent per diem (at the rate in effect immediately following the Term Commencement Date) for each day following the Second Outside Commencement Date until the day prior to the Term Commencement Date; and (z) in the event that the Term Commencement Date does not occur by the date that is twenty-four (24) months following the Anticipated Term Commencement Date (the “Third Outside Commencement Date”), then, except to the extent such delay is caused by Tenant Delay or Force Majeure, Tenant shall have the right to terminate the Lease by giving written notice to Landlord of Tenant’s desire to do so within ten (10) business days after the Third Outside Commencement Date; and, upon the giving of such notice, the term of the Lease shall cease and come to an end as of the date that is thirty (30) days after Landlord’s receipt of such written termination notice from Tenant, without further liability or obligation on the part of either party unless, on or before such date, the Term Commencement Date occurs (in which event, Tenant’s termination notice shall be void and this Lease shall continue in full force and effect); and (II) with respect to Premises B: (x) in the event that the Premises B Commencement Date does not occur by the date that is sixty (60) days following the Anticipated Premises B Commencement Date (the “First Premises B Outside Commencement Date”), then, except to the extent such delay is caused by Tenant Delay or Force Majeure, Tenant shall be entitled to a rent credit equal to one day’s rent at the Yearly Rent per diem with respect to Premises B only (at the rate in effect immediately following the Premises B Commencement Date) for each day following the First Premises B Outside Commencement Date until the earlier of (1) the day prior to the Premises B Commencement Date or (2) the date that is one hundred twenty (120) days following the Anticipated Premises B Commencement Date (the “Second Premises B Outside Commencement Date”); (y) in the event that the Premises B Commencement Date does not occur by the Second Premises B Outside Commencement Date, then, except to the extent such delay is caused by Tenant Delay or Force Majeure, Tenant shall be entitled to a rent credit equal to two day’s rent at the Yearly Rent per diem with respect to Premises B only, (at the rate in effect immediately following the Premises B Commencement Date) for each day following the Second Premises B Outside Commencement Date until the day prior to the Premises B Commencement Date; and (z) in the event that the Premises B Commencement Date does not occur by the date that is twenty-four (24) months following the Anticipated Premises B Term Commencement Date (the “Third Premises B Outside Commencement Date”), then, except to the extent such delay is caused by Tenant Delay or Force Majeure, Tenant shall have the right to terminate the Lease with respect to Premises B only by giving written notice to Landlord of Tenant’s desire to do so within ten (10) business days after the Third Premises B Outside Commencement Date; in which case: a. all obligations of the parties with respect to Premises B shall cease and be of no further force or effect (except for any obligations which expressly survive the early termination thereof); b. Tenant shall receive a credit against Yearly Rent payable under the Lease (the “Premises B Termination Credit”) in an amount equal to four (4) monthly installments of Yearly Rent then payable under the Lease that would otherwise have been payable with respect to Premises B (by way of example and not of limitation, if the Lease with respect to Premises B is so terminated in the second (2nd) Lease Year, the Premises B Termination Credit would equal $621,691.52 ($98.88 x 18,862 rsf / 12 months * 4 months)); and c. the Lease shall otherwise continue in full force and effect except that the Premises shall be deemed to consist only of Premises A (and Yearly Rent, the number of Parking Spaces, and Tenant’s share of Common Laboratory Facilities, and such other calculations based on rentable square footage shall be adjusted accordingly and the approved list of Tenant’s Hazardous Materials (as the same may be modified in accordance with Section 29.11) shall be adjusted as appropriate), all as of the date that is thirty (30) days after Landlord’s receipt of such written partial termination notice from Tenant, without further liability or obligation on the part of either party unless, on or before such date, the Premises B Commencement Date occurs (in which event, Tenant’s partial termination notice shall be void and this Lease shall continue in full force and effect). Without limiting the foregoing, Landlord shall have the option, exercised by written notice to Tenant at any time prior to the date that is fifteen (15) calendar months following the Anticipated Premises B Commencement Date, to substitute alternate space for Premises B provided that such space (the “Alternate Premises B”) is substantially the same size and located somewhere on the second (2nd) through fourth (4th) floors of the 600 Xxxxxx Xxxxxx building. Tenant shall have ten (10) days following Landlord’s notice to approve or reject the Alternate Premises B (and failure to so timely respond shall be deemed approval). If Tenant approves the Alternate Premises B, the Alternate Premises B shall replace Premises B for all purposes under this Lease (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects ’s performance of Landlord's the Premises B Work which shall remain subject to the Premises B Commencement Date delay remedies set forth above); if Tenant rejects the Alternate Premises B, the Lease shall continue in full force and effect excepting only that in the event that Tenant terminates the Lease with respect to Premises B in accordance with this Subsection (a), Tenant shall not be incomplete as entitled to receive any portion of the date Premises B Termination Credit. The foregoing are intended to be a liquidated reimbursement provision, and Tenant’s sole remedy in such case (except as set forth in the following sentence), and not a penalty, and represents the parties’ good faith agreement as to an amount which shall have been incurred by Tenant and which shall otherwise not be susceptible of Substantial Completion of Landlord's Work as soon as possible thereafterexact ascertainment. Notwithstanding anything to the contrary set forth elsewhere contained herein, the Anticipated Term Commencement Date and the Expiration Date shall be extended by any period of time that Landlord is delayed in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation performance of Landlord's ’s Work caused by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence Tenant Delays or an event of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Force Majeure. (b) As used herein, the term “Base Building Shell Work” shall refer to the base building core and shell work shown as “Landlord Base” on the “One Kenmore Square Life Science Center (Beacon) – Base Building and T.I. Matrix” (“Landlord's Work shall be constructed and/or installed by Landlord using contractors /Tenant Matrix”) attached hereto as Exhibit 4-1 hereto in accordance with the plans and specifications prepared by, among others, Stantec Architecture and Engineering P.C. (and subcontractors“Landlord’s Architect”) as currently referenced on Exhibit 4-2 hereto (the “Base Building Plans”), if deemed necessary by Landlord) selected as performed by Landlord, in at Landlord's ’s sole cost and absolute discretionexpense, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance compliance with all Legal Requirements of general applicability to the Building (as opposed to Tenant’s specific use or manner of use therein or in connection with Tenant’s Improvement Work), and all governmental permits and approvals if and to the extent applicable federalthereto, state which shall be obtained by Landlord, which includes the delivery of certain systems and local laws, ordinances, rules and regulations. All conditions to the general quality of the costs design of the Building as shown on the Base Building Plans. Landlord has submitted the Base Building Plans to Tenant and expenses incurred Tenant has approved the Base Building Plans. As used herein, the term “Tenant Improvement Work” shall mean the leasehold improvements to the Premises to be constructed within the Premises by Landlord in connection accordance with the construction and/or installation of Space Plans (as defined below) and the Plans (as defined below) to be prepared in accordance with this Section 4.2 and as detailed and further allocated and shown as “Tenant Improvements” on the Landlord's /Tenant Matrix attached hereto as Exhibit 4-1, and as further set forth and detailed in the Base Building Plans. Landlord’s Work shall not include, without limitation, Tenant’s furniture, trade fixtures, equipment, personal property, data and communications equipment and cabling, and shall be paid by Landlord, at Xxxxxxxx's sole cost limited to construction as generally laid out and expense. (c) Except specified on the Base Building Plans and/or the Plans. Landlord reserves the right to make changes and like-kind substitutions to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations Base Building Plans or warranties whatsoever to Tenant with respect Landlord’s Work to the demised premisesextent reasonably required, for instance, to accommodate field conditions, permitting requirements, unavailability of materials, required to respond to emergency circumstances, and other changes or conditions which first become apparent following the execution of this Lease, provided that the same do not materially modify the final aesthetics of the Tenant Improvement Work) and provided further that the same do not materially adversely modify the Base Building Plans (as to the Premises), the condition Base Building Shell Work (as to the Premises) or Tenant’s Improvement Work or Tenant’s ability to use of the demised premisesPremises for the Permitted Use. Landlord shall provide Tenant’s Representative with reasonable prior notice of and Tenant’s Representative (and Tenant’s Design Team) shall be invited to attend regular job meetings relating to the Tenant Improvement Work or related Base Building Shell Work with Landlord and Landlord’s general contractor (and if. Tenant acknowledges that it has engaged (or shall engage) its architects, or the suitability for use by Tenant of the demised premises designers, engineers, construction managers and consultants (“Tenant’s Design Team”) in connection with its design and planning of the business operations Tenant Improvement Work and Tenant shall be solely responsible for the actions and/or omissions of Tenant; ’s Design Team or for any delays caused by Tenant’s Design Team (or plans and specifications prepared thereby, including the Space Plans, the Permit Set or the Plans (iiall as defined below)) other than as directly results from material inaccuracies in the Base Building Shell Work or from the failure of Landlord has no obligation to Tenant whatsoeverconstruct Landlord’s Work in accordance with the Plans in all material respects. Landlord’s approval of any of Tenant’s Design Team and/or of any documents prepared by any of them, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior including but not limited to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectivelySpace Plans, the "Governmental Authorizations") that shall Permit Set or may be a condition of, required or necessary forthe Plans, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant’s Improvement Work shown thereon is solely given for the benefit of Landlord and shall not be for the benefit of Tenant pursuant or any third party or be construed as a representation or warranty as to this lease the suitability or legal compliance of same (including without limitation the ADA) and that any other accessibility requirements, and all such Governmental Authorizations that shall or may be such a condition of or so requiredgovernmental permits and approvals if and to the extent applicable to Landlord’s Work, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease which shall be obtained and/or maintained by Landlord), and Landlord shall have no duty to Tenant or to any third parties for the actions or omissions of Tenant’s Design Team, at Xxxxxx's sole cost and expensethe Space Plans, the Permit Set or the Plans or Tenant’s Improvement Work shown thereon. The obtaining of any such Governmental Authorizations shall not be a condition precedent Without limiting, but subject to the commencement foregoing, Tenant shall be responsible for all elements of the Term on the Commencement Date or to the effectiveness of any design of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date Improvement Work (including, without limitation, compliance with Legal Requirements (including without limitation the covenants ADA and obligations other accessibility requirements as aforesaid), functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s Plans shall in no event relieve Tenant of the responsibility therefor. To the maximum extent the following agreement may be made effective according to law (including the limitations set forth in this lease with respect to the payment of RentM.G.L. c. 186, §15). Furthermore, but subject to Tenant’s insurance requirements pursuant to Article 15 and Article 19 of the performance of Xxxxxxxx's WorkLease, Tenant hereby acknowledges shall indemnify and agrees that: (A) hold harmless Landlord against any and all losses, costs, damages, claims and liabilities arising from the demised premises are being leased actions or omissions of Tenant’s Design Team, including any delays as a result thereof, except as directly results from material inaccuracies in the Base Building Shell Work or from the failure of Landlord to Tenant by Landlord construct Landlord’s Work in their "as is, where is and accordance with the Plans in all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesmaterial respects.

Landlord’s Work. (a) For purposes Landlord shall construct or cause the construction of this leasethe Building and the Improvements, "Landlord's Work" meansand any necessary or appropriate off-site improvements (the “Off-Site Improvements”), including the Cross Pointe Boulevard and Proposed Columbia Street road improvements, acceleration and deceleration lanes, traffic signalization and control devices, curb cuts and driveways, on-site and/or off-site retention ponds, storm water and sanitary sewer drainage, and easements for access, maintenance and use thereof (collectively, the alterations “Landlord’s Work”), in substantial compliance with the Plans and improvements to the demised premises Specifications (herein defined) which Landlord shall cause to be constructed and/or installed by prepared and submitted to Tenant for its approval, which shall not be unreasonably withheld, conditioned or delayed. Landlord in accordance with the terms and conditions Tenant have agreed to a set of this leasepreliminary plans for site design and building and office design, as more particularly described in Exhibit ________ C attached hereto and incorporated herein by this reference, and specifications attached hereto as Exhibit D and incorporated herein by this reference (collectively the “Plans and Specifications”). Once the parties have approved final plans for the Leased Premises, the same shall be attached hereto as Exhibit C-1 and shall be incorporated herein by this reference, and shall supercede the preliminary plans initially attached to this Lease as Exhibit C, and hereby made such final plans then identified as Exhibit C-1 to the Lease shall be and form a part of this leasethe Plans and Specifications. Landlord shall use commercially reasonable efforts to "Substantially Complete" shall, at its sole costs and expense, on or before the Landlord's Work not later than ________, 20________ earlier of the Scheduled Completion Date (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of herein defined) or the date on which Landlord tenders delivery of the general contractor or the architect employed by Landlord with respect Premises to the construction and/or installation of Landlord's Work shall certify in writing to Landlord thatTenant: (i) obtain all permits and approvals necessary for the completion of Landlord's Work has been substantially completed in ’s Work, including but not limited to such approvals as may be necessary or appropriate by, through or under that certain Declaration of Protective Covenants Cross Pointe Phase II (the “Declaration”) and any and all material respects substantially associations created thereunder or in accordance therewith, including but not limited to the Architectural Review Committee as defined in the Declaration (the “Association”); (ii) complete Landlord’s Work in compliance with the Plans and Specifications, all applicable laws, statutes, ordinances, rules and regulations, the Declaration and any Association requirements, and deliver to Tenant a copy of (A) the Certificate of Occupancy for the Premises issued by the appropriate local jurisdictional authority, and (B) any and all other such permits and/or approvals as may have been required of Landlord hereunder or by local, state or federal authorities in connection with Landlord’s Work; and (iii) pay all taxes and fees (including but not limited to all tap-in and impact fees) applicable to the construction and delivery of the Leased Premises. (b) Landlord shall receive up to three (3) subcontractor bids for any changes to the final Plans and Specifications (any such change a “Change Order”). Landlord and Tenant shall review Change Order bids together. Landlord and Tenant shall agree in writing which subcontractor bid is elected for completion of said Change Order. All Change Orders must be approved plans in writing by both Landlord and specifications thereforTenant prior to Landlord initiating any Change Order. For each additional Four Thousand Eight Hundred Dollars ($4,800.00) in Change Order cost requested by Tenant, if any; the annual Rent per square foot shall go up by an amount equal to $.01. (c) Landlord shall complete Landlord’s Work and deliver the Leased Premises to Tenant no later than March 1, 2007 (the “Scheduled Completion Date”). If Landlord reasonably anticipates that the Leased Premises may not be delivered to Tenant by the Scheduled Completion Date, Landlord shall provide Tenant with written notice thereof not later than sixty (60) days prior to the Scheduled Completion Date. On or before the earlier of the Scheduled Completion Date (as herein defined) or the date on which Landlord tenders delivery of the Premises to Tenant, Landlord shall deliver to Tenant a copy of (i) the Certificate of Occupancy for the Premises issued by the appropriate local jurisdictional authority, and (ii) a temporary or permanent copy of a certificate of occupancy has been substantial completion issued by its architect indicating that the governmental authority having jurisdiction Building and the Improvements have been completed in accordance with respect the Plans and Specifications and the requirements of this Lease, subject to Landlord's Work identified “punch-list” items which do not materially affect Tenant’s ability to use the Building and the Improvements for the purpose of conducting its normal business operations. Within ten (10) business days after the Scheduled Completion Date, or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event such earlier date that Landlord shall fail for any reason whatsoever deliver the Leased Premises to Substantially Complete Tenant substantially complete and otherwise in the condition required by the terms of this Lease, Tenant shall complete its inspection of the Leased Premises. If Tenant agrees that the Building and Improvements are substantially complete, subject only to Landlord's Work on or before ’s punch-list items, Tenant shall promptly confirm substantial completion of the Building and Improvements in writing to Landlord, and the date of such confirmation shall be the “Date of Substantial Completion Target Date (includingCompletion”, without limitation, for any damages that Tenant may suffer and Rent shall commence as a result thereof or scheduled in connection therewithSection 3(a); provided, however, in such event, Landlord no event shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date Date of Substantial Completion be deemed to have occurred until a Certificate of Landlord's Work as soon as possible thereafter. Notwithstanding anything to Occupancy for the contrary set forth elsewhere in this lease, Premises shall have been issued by the appropriate local jurisdictional authority and Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed required to accept the Premises until Landlord’s Work is complete. The parties will resolve any dispute concerning substantial completion in any way to constitute a condition precedent to the occurrence good faith; all punch-list items shall be complete and final completion achieved within thirty (30) days of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Substantial Completion. (bd) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All Tenant recognize that time is of the costs and expenses incurred by Landlord in connection essence with the construction and/or installation regard to completion of Landlord's Work shall be paid ’s Work, and that Tenant will suffer business interruption and financial loss if the work is not completed within the time specified in Subsection 5(c). The parties also recognize the delays, expenses and difficulties involved in proving in any legal proceeding the loss suffered by LandlordTenant if the work is not totally completed and the Leased Premises delivered to Tenant on time. Accordingly, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this leaseinstead of requiring any such proof, Tenant hereby acknowledges and agrees that: Landlord agree that as liquidated damages for delay (ibut not as a penalty) Tenant shall receive as a credit against Rent hereunder, an amount equal to one day of free Rent for each day past the Scheduled Completion Date on which Landlord has made no representations or warranties whatsoever delivers the Leased Premises to Tenant with respect to the demised premises, in the condition required by the terms of this Lease. Tenant and Landlord agree that the demised premises, or above estimate of liquidated damages is a reasonable effort by both parties to quantify the suitability for use by Tenant amount of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation damages likely to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired suffered by Tenant in connection with, the use or occupancy event of delay in completion and delivery of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesLeased Premises.

Landlord’s Work. Landlord will make certain improvements to the Premises (athe “Landlord’s Work”) as set forth on that certain proposal prepared by Gen-Con, Proposal No. E19-01 Rev. 2 dated February 22, 2019 (the “Plan”) attached hereto as Schedule 1 and previously approved by Tenant. For the avoidance of doubt, except for increased costs of Landlord’s Work above what’s shown on the Plan resulting from a Tenant Delay or TI Changes, all Landlord’s Work shall be completed at Landlord’s sole cost and expense without any Tenant reimbursement (regardless of any notations in the Plan indicating otherwise). Should said Plan or any part of Landlord’s Work require the preparation or development of additional plans or specifications, then Tenant shall have five (5) business days from Landlord’s submission of such additional plans or specifications to Tenant to approve or disapprove the same. Tenant’s failure to so approve or disapprove within such five (5) business day period shall constitute a Tenant Delay (as defined herein) and, at Landlord’s election, be deemed Tenant’s approval thereof. Tenant’s disapproval of such plans and specifications shall specifically identify the nature of such disapproval. Landlord shall then have such plans and specifications amended to incorporate those items specified in Tenant’s disapproval to which Landlord reasonably agrees. Tenant’s approval of such plans and specifications shall not be unreasonably withheld, conditioned or delayed, provided such plans and specifications are consistent with the Plan attached hereto as Schedule 1. Landlord and Tenant shall diligently work together in good faith to agree upon such plans and specifications, it being agreed that Tenant shall have no right to request that such plans and specifications be revised to reflect any work which is not contemplated on Schedule 1 attached hereto except pursuant to Section 4 below. Upon approval, or deemed approval, of such additional plans and specifications, the same shall be deemed the “Plan” for the purposes of this lease, "Landlord's Work" means, collectively, Work Letter. Except as may be otherwise shown on the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventPlan, Landlord shall perform Landlord’s Work using building standard materials, quantities and procedures then in use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes of this leaseSubject to the Tenant Allowance as defined in subsection (b) below, "Landlord's Work" means, in a good and workmanlike manner and using Building standard materials and finishes, shall construct and do such work in the Premises (collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord “Landlord’s Work”) in accordance substantial conformity with the terms plans and conditions outline specifications of this leasethe plan, TF1 prepared by D2 Solutions dated 5/29/13, attached hereto as more particularly described in Exhibit ________ attached “B”. If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work supplements shall be deemed submitted to Tenant for approval, which approval shall not be "unreasonably withheld or delayed. To the extent that Landlord’s Work is delayed in being Substantially Complete" Completed (as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord thathereinafter defined) as a result of: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved Tenant’s failure to furnish plans and specifications therefor, if anyor provide any other reasonably requested information or approvals related to the furtherance of Landlord’s Work within five (5) business days following Landlord’s written request to Tenant for the same; and (ii) Tenant’s request for materials, finishes or installations other than Building standard materials and finishes or as otherwise originally agreed to by Landlord and Tenant; (iii) Tenant’s changes in said plans, including but not limited to any Change Order (as hereinafter defined) which changes have an associated charge; (iv) the performance or completion of any work, labor or services by Tenant or any party employed or engaged by or on behalf of Tenant; or (v) Tenant’s failure to approve or provide comments to final plans, working drawings or reflective ceiling plans within five (5) business days following Landlord’s written request to Tenant for the same (each, a temporary or permanent certificate “Tenant’s Delay”); then the commencement of occupancy has been issued the Term of the Lease and the payment of Fixed Rent hereunder shall be accelerated by the governmental authority having jurisdiction with respect number of days of such Tenant Delay. If any change, revision or supplement to the scope of the Landlord's ’s Work or is requested by Tenant following the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event date that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work and Tenant agreed on or before the Substantial Completion Target Date final plans therefor (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in “Change Order”) then all such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which increased costs associated with such Change Order shall be incomplete as paid by Tenant upfront and the occurrence of the date of Substantial Completion of Landlord's Work as soon as possible thereafterChange Order shall not change the Fourth Amendment Additional Premises Commencement Date and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary set forth elsewhere stated in this leaseSection 5, the Fourth Amendment Additional Premises Term shall commence on the date the Premises would have been delivered to Tenant but for Tenant’s Delay or the Change Order. After receipt of notification from Landlord, Landlord and Tenant shall schedule a pre-occupancy inspection of the Premises at which time a punch list of outstanding items, if any, shall be generated. Neither Landlord nor Tenant shall unreasonably withhold agreement on punch list items. Within a reasonable time (not to exceed thirty (30) days thereafter, Landlord shall complete the punch list items to Tenant’s reasonable satisfaction. Except for Landlord’s obligation to complete the Landlord’s Work, Tenant hereby acknowledges and agrees that shall lease the construction and/or installation of Landlord's Work by Landlord shall not be deemed Premises in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including“AS IS” condition, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)representation or warranty. (b) Landlord's Work Landlord shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation responsible for payment of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All maximum cost of $43.40 per rentable square foot of the Fourth Amendment Additional Premises) for all costs and expenses of and related to the Landlord’s Work (“Tenant Allowance”). All costs in excess thereof incurred by Landlord in connection with the construction and/or installation of for Landlord's ’s Work shall be paid by Tenant to Landlord within thirty (30) days of Tenant’s receipt of an invoice therefor. If the cost of Landlord’s Work is less than the Tenant Allowance, at Xxxxxxxx's sole cost the unused portion of the Tenant Allowance may be used by Tenant to reimburse Tenant for actual costs incurred to occupy the Premises and expensefor alterations to be made to the Existing Premises. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition All of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease Landlord’s Work shall be obtained and/or maintained by Tenantconstructed in a good and workmanlike manner, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and compliance with all defects" condition as of the Commencement Date; applicable laws, ordinances and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesregulations.

Landlord’s Work. 23.1 Landlord shall be required to undertake the work set forth in Landlord's Work Letter, attached hereto as EXHIBIT E (a) For purposes "LANDLORD'S WORK"). 23.2 Tenant agrees that on or before the Tenant Drawing Date it shall provide to Landlord for approval and acceptance, such construction drawings and specifications reasonably required by Landlord for Tenant's layout, partitioning, ceiling, electrical, floor covering, painting and other installations/finishes in the Demised Premises in sufficient detail such that the Landlord can timely obtain the necessary building permits ("TENANT DRAWINGS"). Prior to the commencement of this lease, "Landlord's Work" means, collectivelyLandlord shall deliver to Tenant a copy of the contractor's bid for the work required by the approved Tenant Drawings, which bid shall include a breakdown of the alterations and improvements costs of construction by line item customary in such bid breakdown. Tenant shall have the one-time option, to be exercised by delivering written notice to Landlord within five (5) days after the delivery of the bid, to: (i) add items to the demised premises drawings, (ii) remove items from the drawings, or (iii) upgrade items of the drawings; such option to be constructed and/or installed by exercised with Landlord's consent which may not be unreasonably withheld. Landlord at its cost and expense shall furnish and install in accordance with such drawings only so much of the terms and conditions of this lease, work required by Tenant by the above drawings as more particularly described in Exhibit ________ attached is allowed by a credit to and hereby made a part of this leaseTenant equal to the Construction Credit. Landlord shall use commercially reasonable efforts to "Substantially Complete" the The Construction Credit may Only be applied towards Landlord's Work in accordance with approved drawings. If any portion of the Construction Credit is not later than ________so used by Tenant on or prior to the Commencement Date, 20________ (except as defined as the "Substantial Completion Target DateRental Credit"), any excess shall be forfeited and shall not be used as a credit against Minimum Rent or any other sums due Landlord hereunder. For purposes To the extent Tenant's drawings require work, the cost of this lease, Xxxxxxxxwhich is not contemplated by Landlord's Work Letter and exceeds the Construction Credit, such work shall be deemed reduced to an "extra" or "change order" to be "Substantially Complete" as of executed by both Landlord or Managing Agent and Tenant, which shall indicate the date on which work required, the general contractor or cost thereof to be paid by Tenant, and the architect employed by Landlord with respect to the construction and/or installation additional time required, if any, for completion. The cost of Landlord's Work performed, including extras or change orders, under this Article 23 shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect be subject to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord standard mark-up, overhead, profit and general conditions. 23.3 Xxnant shall have no liability whatsoever to Tenant in the event that Landlord shall fail be responsible for any delays on the part of itself or any of its employees or Agents in completing the Demised Premises by reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date of (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this leasea) or to the effectiveness failure of any of the agreements or obligations of Tenant set forth in this lease them to cooperate with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). Landlord; (b) delays in submitting any drawings or specifications, or in supplying information, or in approving drawings, specifications or estimates or supplying such information in insufficient detail; (c) delays in Tenant's giving authorizations; (d) any extra or change order desired by Tenant; (e) any changes by any of them in any plans or designations subsequent to the Tenant Drawing Date; (f) any similar act or omission of any of them; or (g) any other similar causes or factors beyond Landlord's Work shall be constructed and/or installed by Landlord using contractors reasonable control. 23.4 No less than sixty (and subcontractors60) days prior to the expiration or sooner termination of this Lease, if deemed necessary by Landlord) selected by Landlord, in Landlord's its sole and absolute discretion, as having experience in connection with shall have the construction and/or installation of alterations and improvements similar in nature right to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with designate all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation or any portion of Landlord's Work shall dealing with the fire suppression system and the raised flooring in the computer room to be paid removed by LandlordTenant, at XxxxxxxxTenant's sole cost and expense. (c) Except to , upon the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations expiration or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions sooner termination of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesLease.

Landlord’s Work. (If applicable) (a) For purposes of this lease, "Landlord's Work" means, collectivelyPrior to the Commencement Date, the alterations Landlord shall, at its expense, perform the Landlord’s Work in a good and improvements to the demised premises workmanlike manner. All plans to be constructed and/or installed approved by Tenant prior to Landlord in accordance with completing its work. Subject to delays caused by Force Majeure and delays caused by the terms and conditions of this leaseTenant or the Tenant’s Employees, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. the Landlord shall use commercially reasonable commercial efforts to "Substantially Complete" complete the Landlord's ’s Work not later than ________, 20________ (as soon as reasonable possible following the "Substantial Completion Target Date"). For purposes execution of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of Lease. If a dispute arises over: (i) the date on which the general contractor Landlord’s Work was substantially completed or completed; (ii) whether or not the Landlord was delayed in completing the Landlord’s Work due to Force Majeure, the Tenant or the architect employed Tenant’s Employees and/or the length of any such delay, the reasonable decision of the Landlord’s Expert will be determinative of the issue. The Tenant is responsible for any additional costs incurred by the Landlord with respect as a result of any delays in completing the Landlord’s Work caused by the Tenant or the Tenant’s Employees and the Tenant shall pay such additional costs to the construction and/or installation Landlord within [*****] days following receipt of an invoice from the Landlord's . The Landlord may have such access to the Premises as it requires in order to complete the Landlord’s Work. If the Tenant is given possession of the Premises prior to the date that the Landlord’s Work is complete, then: (iii) if both the Tenant and the Landlord require access to the same area of the Premises, the Landlord shall certify have the first right to such area for the purpose of carrying out the Landlord’s Work; (iv) the Tenant shall not interfere with or delay the Landlord or its contractors from completing the Landlord’s Work; and (v) the Tenant shall be under the direction and supervision of the Landlord and its contractors and shall comply with all requirements and directions of the Landlord and its contractors. The Landlord shall not be responsible for the costs of any work to the Premises except for the cost of the Landlord’s Work. (b) If: (i) the Tenant’s use, or intended use, of the Premises requires changes to the Landlord’s Work in writing order for the Landlord’s Work to comply with applicable Laws or the requirements of any insurer of the Development; or (ii) the Tenant requires any changes to the Landlord’s Work (and the Tenant’s signature on the change order, or other documentation evidencing the changes, shall be conclusive evidence of the Tenant’s agreement to the making of such changes), then the Tenant will be responsible for the cost of such changes to the extent that such changes result in an increase in the cost of the Landlord’s Work (the “Additional Costs”). The Tenant shall pay the Additional Costs shall within [*****] days following the date that the Landlord thatprovides the Tenant with an invoice for the Additional Costs. (c) If the Tenant requires the Landlord to carry out any work in or to the Premises in addition to the Landlord’s Work (the “Additional Work”), and the Landlord agrees to carry out the Additional Work, then the Tenant’s signature on the documentation evidencing the nature of the Additional Work will be conclusive evidence of the Tenant’s agreement to: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if anyLandlord performing the Additional Work; and (ii) a temporary or permanent certificate of occupancy has been issued by pay for the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as cost of the Additional Work (the “Additional Work Costs”). The Tenant shall pay the Additional Work Costs shall within [*****] days following the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Landlord provides the Tenant with an invoice for the Additional Work by Landlord shall not be deemed Costs, but in any way to constitute a condition precedent to the occurrence case after completion of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Additional Work. (bd) Landlord's Work If any changes are made to the Additional Work, then the Tenant’s signature on the change order, or other documentation evidencing the changes, shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All conclusive evidence of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees thatTenant’s agreement to: (i) Landlord has made no representations or warranties whatsoever the making such changes, which shall be deemed to Tenant with respect to the demised premises, the condition form part of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of TenantAdditional Work; and (ii) Landlord has no obligation pay for the cost of such changes, all of which shall be deemed to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy form part of the demised premises by Additional Work. The Tenant pursuant to this lease and shall pay such additional costs within [*****] days following the date that the Landlord provides the Tenant with an invoice for such costs, but in any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy case after completion of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Additional Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. LANDLORD has prepared complete working drawings and specifications (athe "Building Plans") For purposes of this lease, "Landlord's Work" means, collectively, the alterations which are attached hereto as Exhibit B. and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leasehereof. Landlord LANDLORD shall use commercially reasonable efforts cause to be done all work set forth in the Building Plans except work specifically designated as work to be done by TENANT ("Substantially Complete" the LandlordLANDLORD's Work not later than ________, 20________ (the "Substantial Completion Target DateWork"). For purposes of this lease, Xxxxxxxx's Work LANDLORD warrants that Building Plans shall be deemed conform to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the applicable governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date requirements (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws relating to "architectural barriers" affecting the physically handicapped and to all environmental protection and zoning laws); and to sound and generally accepted engineering practices as applied to the site conditions. The Building Plans have been submitted to TENANT for its approval, ordinances, rules and regulationsTENANT has approved the same. All Neither TENANT's approval of the costs and expenses incurred by Landlord in connection with the construction and/or installation Building Plans nor any inspection TENANT may make of LandlordLANDLORD's Work shall be paid by Landlord, at Xxxxxxxxrelieve LANDLORD of its obligations to design and perform LANDLORD's sole cost and expense. (c) Except to Work in accordance with the limited extent, if any, set forth elsewhere requirements stated in this leaseArticle, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever LANDLORD shall make all changes required to Tenant with respect cure LANDLORD's failure to discharge those obligations. LANDLORD shall be solely responsible for both the demised premises, the condition cost of the demised premises, or the suitability for use by Tenant of the demised premises and any delay resulting from any correction in connection LANDLORD's Work performed in accordance with the business operations Building Plans, which correction is required by any governmental authority having jurisdiction. TENANT may require changes ("Elective Changes"), in the Building Plans and construction work after TENANT's final approval thereof, other than those which may become necessary. If any Elective Changes made by TENANT shall result in a net increase or decrease in the cost of Tenant; and (ii) Landlord has no obligation to Tenant whatsoeverLANDLORD's Work, pursuant to this lease then the amount of such net increase or decrease shall result in an increase or decrease in the Minimum Annual Rent payable in accordance with Article 5 hereof. All such Changes, whether Elective or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained submitted by Tenantwritten "change order" signed by TENANT, at Xxxxxx's sole cost it being understood and expense. The obtaining of any such Governmental Authorizations agreed that TENANT shall not be required to accept and/or pay for any work deviating from the Building Plans which is not covered by a condition precedent to the commencement of the Term proper "change order" or pay more for such work than is stated in such "change order". Increased or reduced amounts payable on the Commencement Date or to the effectiveness account of any Elective Change required by TENANT shall be agreed upon between LANDLORD and TENANT in advance before any such change is effectuated. Such increased or decreased costs shall be certified to by LANDLORD's architect or engineer or contractor. On TENANT's written request therefor, LANDLORD shall deliver to TENANT reasonably satisfactory evidence substantiating in detail the changes in the cost of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of XxxxxxxxLANDLORD's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesWork resulting from TENANT'S Elective Changes.

Landlord’s Work. (a) For purposes Landlord shall repair and maintain or cause to be repaired and maintained the Common Areas of the Property and the roof (structural portions only), exterior walls and other structural portions of the Building. The cost of all work performed by Landlord under this leaseSection 10.1 shall be an Operating Expense hereunder, "Landlord's Work" means, collectively, the alterations and improvements except to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: extent such work (i) is required due to the negligence of Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) involves the repair or correction of a temporary condition or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event defect that Landlord shall fail for any reason whatsoever is required to Substantially Complete Landlord's Work on correct pursuant to Section 5.2 hereof, (iii) is a capital expense not includible as an Operating Expense under Section 7.2 hereof, or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything iv) is required due to the contrary set forth elsewhere negligence or willful misconduct of Tenant or its agents, employees or invitees (in this lease, which event Tenant hereby acknowledges and agrees that shall bear the construction and/or installation full cost of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent such work pursuant to the occurrence of indemnification provided in Section 12.6 hereof, subject to the Commencement Date (as such date is release set forth in Paragraph 1.3 of this leaseSection 12.4 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s expense, except to the extent permitted by Section 10.1(b) below, or to offset the effectiveness of cost thereof against rent, under any of the agreements law, statute, regulation or obligations of Tenant set forth ordinance now or hereafter in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)effect. (b) Landlord's Work shall If Landlord fails to perform any repairs or maintenance required to be constructed and/or installed performed by Landlord using contractors on the Building under Section 10.1(a) and such failure continues for thirty (and subcontractors30) days or more after Tenant gives Landlord written notice of such failure (or, if deemed necessary by Landlordsuch repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by days after written notice from Tenant of the demised premises in connection with completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent work against rent or other charges falling due from time to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of time under this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesLease.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, Landlord shall construct at its sole cost and expense the alterations and leasehold improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly Premises that are described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the final approved plans and specifications therefor, if any; attached hereto as Exhibit “C” and made a part hereof (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith“Approved Plans”); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with (i) the Approved Plans, (ii) the terms of this Article 3, (iii) all applicable Codes, and (iv) all covenants, conditions and restrictions that affect or relating to the Premises, the Building, the Lot or the Park. All of the work shall utilize the materials and finishes described or referenced in the Approved Plans and, to the extent not described or referenced in Approved Plans, standard building materials and finishes for the Building, which are consistent with industry standard for a Class A building in the Boston northwest suburban area and consistent with the level of materials used in the spaces currently occupied by other tenants in the Building, specifically consistent with Insulet Corporation’s finishes and specifications on the second (2nd) floor of the Building. For the purposes of clarity, finishes and specifications will include items such as, but not limited to, lighting, ceiling tiles, millwork, lobby and restroom upgrades, doors, sidelights, flooring, etc. Lighting fixtures shall be upgraded to LED throughout Premises per the specifications comprising part of the Approved Plans. Prior to commencing Landlord’s Work, Landlord shall obtain all federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits and approvals (whether governmental or certificates non- governmental) required to perform Landlord’s Work and occupy and use the Premises for the Permitted Uses. Promptly after execution and delivery of use this Lease, Landlord shall commence and exercise all reasonable efforts to complete Landlord’s Work and deliver the Premises Ready for Occupancy (as hereinafter defined) on or occupancy (collectively, before the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Scheduled Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to Section 1.1 hereof. Attached hereto as Exhibit M is Landlord’s detailed construction schedule letter setting forth the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as projected completion dates for each component of the Commencement Date; Landlord’s Work and (B) Landlord shall have no obligation whatsoevershowing the deadlines for any actions required to be taken by Tenant during such construction, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to and Landlord’s schedule for the demised premises.completion of all components of the Landlord’s

Landlord’s Work. (a) For purposes Promptly following the execution of this lease, "Landlord's Work" means, collectivelyLease, the alterations and improvements to Landlord, at the demised premises to be constructed and/or installed by Landlord in accordance with Landlord’s expense, shall perform the terms and conditions of this lease, as more particularly work described in Exhibit ________ G attached hereto (“Landlord’s Work”). The Landlord shall obtain all necessary permits and other governmental approvals in connection with the Landlord’s Work prior to and hereby made a part commencement of the Landlord’s Work. Promptly after execution of this leaseLease, the Landlord shall commence and complete the Landlord’s Work on or before the Commencement Date, subject to External Causes. Landlord’s Work may vary from the requirements of Exhibit G if the variance is (i) necessary or advisable due to (A) the job conditions or good construction practices, (B) the building permits for such work, or (C) applicable legal requirements, (ii) non-substantial or (iii) of greater utility or value than that which it replaces; All of Landlord’s Work shall be performed by the general contractor selected by the Landlord in its sole discretion. Landlord will provide turnkey construction consistent with Exhibit G, and Landlord will pay the costs of labor and materials incurred in connection with the performance of the construction of the Premises described in Exhibit G, including the costs of permits and insurance as well as architectural and engineering services rendered in the preparation and design of construction drawings and specifications. The space planning design, construction drawings and specifications will be provided by Landlord at no cost to Tenant. Tenant may inspect Landlord’s Work at reasonable times and will promptly give notice of observed defects in materials or workmanship. Landlord will promptly correct such defects. The Premises shall use commercially reasonable efforts be deemed ready for occupancy on the earlier of: (i) the date upon which Tenant takes possession of any portion of the Premises for any purpose other than preparing the Premises for occupancy, or (ii) the date upon which Landlord’s Work is substantially completed. The Landlord will complete Landlord’s Work prior to "Substantially Complete" the September 1, 2007. Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's ’s Work shall be deemed to be "Substantially Complete" as substantially completed if only minor portions of Landlord’s Work, minor adjustments, cosmetic finishing work or minor “punch list” items remain incomplete. By no later than thirty (30) days after completion of Landlord’s Work, the Tenant shall furnish to the Landlord a punch list of such items of construction of Landlord’s Work which are then incomplete or defective and which require correction by Landlord’s Contractor. The Landlord agrees to cause such punch list items to be corrected within thirty (30) days of receipt of the date on which punch list, or such longer period as is reasonably required if the general contractor or nature of the architect employed by Landlord with respect to corrective work cannot be performed within thirty (30) days. If Landlord’s Work is delayed for any of the construction and/or installation of reasons set forth in parts (i) through (v) below, Landlord's ’s Work shall certify in writing be deemed to Landlord thathave been substantially completed at the time it would have been completed if not for such delay: (i) a default by Tenant under the terms of this Lease; (ii) changes to any of the plans or specifications for Landlord's ’s Work has been substantially completed requested by Tenant and agreed to by Landlord (which delay, shall be identified by Landlord at the time of approval); (iii) a request by Tenant for materials, fixtures or installations other than those in all material respects substantially Landlord’s building standard or those contained in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this leaseExhibit G ; (iv) or to the effectiveness performance of any work or installations by Tenant or contractors hired by Tenant; or (v) any other act or omission caused by or on behalf of Tenant, its contractors, agents, servants or employees which delay the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) construction. Landlord's ’s Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance comply with all applicable federal, state laws and local laws, ordinances, rules and regulations. All regulations including Title III of the costs and expenses incurred by Landlord in connection Americans with the construction and/or installation Disabilities Act of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense1990. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes of Except as provided in paragraph 6(b) below, Tenant agrees to accept the New Space in "as-is" and "where-is" condition. (b) Landlord shall complete the work set forth in the Plans and Specifications attached to this lease, Amendment as Exhibit "B" to prepare the New Space for Tenant's occupancy (the "Landlord's Work" means") in a prompt, collectively, good and workmanlike manner and using reasonable efforts to minimize any interference with Tenant's business in the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseExisting Space. Landlord shall use commercially reasonable efforts be responsible for all costs to "Substantially Complete" complete the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in the event that Tenant desires to make any changes or additions to the Plans and Specifications attached hereto as Exhibit "B" after the date hereof, and such eventchanges or additions increase the cost of the Landlord's Work, then Landlord shall use commercially reasonable efforts notify Tenant of the amount of such increase, whereupon Tenant shall promptly advise Landlord whether or not Tenant wants to Substantially Complete Landlord's Work implement such changes or additions (such excess costs hereinafter being referred to as soon as possible thereafterthe "Required Excess Funds"). Tenant shall pay Landlord any such Required Excess Funds within five (5) days after receipt of statements therefor. Landlord shall use commercially reasonable efforts have the right not to complete any portions or aspects of Landlord's Work which shall work to be incomplete as of paid for with the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as Required Excess Funds until such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary Required Excess Funds have been received by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except Landlord is only obligated to complete the work to the limited extent, if any, set forth elsewhere Premises (including the New Space) referenced in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability preceding paragraph. Any other work required for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or 's occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained completed by Tenant, at XxxxxxTenant's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent cost, subject to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence Landlord's approval as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesLease.

Landlord’s Work. After having obtained the Permits, Landlord shall construct the Premises and related improvements on the Premises Site on a turnkey basis at no cost to Tenant, in accordance with the Plans and Specifications attached hereto as Exhibit "C" and in accordance with the zoning, building, environmental, health and safety codes of the governmental units in which the Premises are situated (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify also include the construction of the Shared Driveway and the Cross Access Areas as set forth more fully in writing the Deed Restrictions. One-half (1/2) of all costs related to Landlord that: (i) Landlord's Work has been substantially completed the initial construction of the Shared Driveway and a proportionate share of the cost related to that portion of the Cross Access Areas located on the Premises shall be included in all material respects substantially the Premises Cost for purposes of this Lease and, as such, included in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate determination of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's WorkFixed Monthly Rent. Landlord shall have no liability whatsoever to Tenant be responsible for obtaining reimbursement for any other costs for constructing the Shared Driveway and the Cross Access Areas from the adjacent landowner as .more specifically provided in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafterDeed Restrictions. Landlord shall use commercially reasonable efforts complete all foundations for the principal building improvements to complete any portions be constructed on the Premises (to "Commence Construction" as defined in the Colorado Mills " Purchxxx xnd Sale Agreement) on "or aspects of Landlord's Work which shall be incomplete as before three (3) months after the recording of the date of Substantial Completion of Landlord's Work as soon as possible thereafterDeed. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's WorkRestrictions. Landlord's Work shall be constructed and/or installed substantially completed, excepting Punchlist Items (as hereinafter defined), and possession of the completed Premises shall be delivered to Tenant for the commencement of Tenant's Work within the Construction Period, delays due to Force Majure. eventx xxxxpted. Tenant shall be deemed to have accepted the Premises provided Landlord's Work is substantially complete, excepting punchlist Items which Landlord shall be obligated to complete as set forth in Section 15.4, and provided further that Tenant is able to perform Tenant's Work without unreasonable interference by Landlord. Conditioned upon Tenant's providing Landlord reasonable assurance that Tenant's placement ofa satellite dish on the roof of the Premises will not void applicable roof warranties, Tenant shall have the right to install on the roof of the Premises a good and workerlike manner, satellite dish in accordance with all applicable federalplans and specifications set forth on Exhibit "C". Upon expiration or earlier termination of this Lease, state Tenant shall remove any satellite dish and local laws, ordinances, rules and regulations. All related equipment installed on the roof of the costs Premises and expenses incurred by Landlord repair any damage caused in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expensetherewith. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. Landlord, at its sole cost and expense, shall one-time reslurry and restripe the parking lot to provide 206 parking spaces as set forth on Exhibit A --------- attached hereto and incorporated herein (a) For purposes of "LANDLORD'S WORK"). Since Tenant may be occupying the Property pursuant to this lease, "Lease while Xxxxxxxx is performing Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord agrees that it shall use commercially reasonable efforts to "Substantially Complete" the perform Landlord's Work in a manner so as to minimize interference with Xxxxxx's business. Tenant hereby acknowledges that, notwithstanding Tenant's occupancy of the Property during the performance of Landlord's Work, Landlord shall be permitted to perform Landlord's Work during normal business hours, and Tenant shall provide a clear working area for Landlord's Work (including, but not later than ________limited to, 20________ (the "Substantial Completion Target Date"moving of furniture, fixtures, automobiles and Tenant's property away from the area Landlord is conducting Landlord's Work). For purposes Tenant hereby agrees that the performance of this lease, Xxxxxxxx's Work shall be deemed in no way constitute a constructive eviction of Tenant nor entitle Tenant to be "Substantially Complete" as any abatement of the date on which the general contractor or the architect employed by Landlord with respect rent payable pursuant to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workthis Lease. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail responsibility or for any reason whatsoever be liable to Substantially Complete Tenant for any direct or indirect injury to or interference with Xxxxxx's business arising from Landlord's Work, nor shall Tenant be entitled to any compensation or damages from Landlord (i) for loss of the use of whole or any part of the Property or of Tenant's personal property or improvements resulting from Xxxxxxxx's Work or Landlord's actions in connection with Landlord's Work, or (ii) for any inconvenience or annoyance occasioned by Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience actions in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. Landlord shall obtain all necessary governmental approvals and permits to cause Landlord’s contractor to complete, with reasonable diligence in a good and workmanlike manner, the improvements listed on Exhibit A attached hereto and any necessary work ancillary thereto (the “Landlord’s Work”) to be constructed and Substantially Completed (as hereinafter defined), no later than the Intended Commencement Date, subject to Tenant Delays (as hereinafter defined) or delays caused by Force Majeure, or advancement due to Landlord Delays (as hereinafter defined). “Substantial Completion”, “Substantially Completed” or other derivations shall mean (a) For purposes the completion of this leaseconstruction of the Landlord’s Work, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions exception of this lease, as more particularly described in Exhibit ________ attached any punch list items that do not materially interfere with Tenant’s ability to and hereby made access or operate within the Leased Premises or Tenant’s ability to obtain a part certificate of this leaseoccupancy for the Building. Landlord shall use commercially reasonable efforts to "Substantially Complete" cause correction of any punch list items within sixty (60) days of Substantial Completion of the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's ’s Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete enforce any portions or aspects of and all warranties provided by the general contractor and its subcontractors for the Landlord's ’s Work (including any Building Systems which shall be incomplete as are components of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to ’s Work); provided, however, that at any time after the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as first anniversary of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed , rather than enforce such warranties, Landlord may elect to assign such warranties to Tenant for enforcement by Landlord using Tenant. The parties agree to coordinate and reasonably cooperate to perform, and cause their contractors (and subcontractorsto perform, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretionall work within the Leased Premises during the Early Access Period, as having experience more specifically provided in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All Paragraph 2.4 of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expenseLease. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes Subject to delays due to: reasonably unanticipated or new governmental regulation; unusual scarcity of this leaseor inability to obtain labor or materials; labor difficulties; casualty; or other causes reasonably beyond Landlord’s control (collectively “Landlord’s Force Majeure”), "Landlord's Work" meansand subject to any act or omission by Xxxxxx and/or Tenant’s agents, collectivelyservants, employees, consultants, contractors, subcontractors, licensees and/or subtenants (collectively with Tenant, the alterations “Tenant Parties”) which causes an actual delay in the performance of Landlord’s Work (and improvements to of which Landlord shall given Tenant written notice reasonably promptly after determining such delay exists) (a “Tenant Delay”), Landlord, at Landlord’s sole cost and expense, shall perform the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as work (“Landlord’s Work”) more particularly described in Exhibit ________ 3 attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date")hereto. For purposes of this leasehereof, Xxxxxxxx's Landlord’s Work shall be deemed to be "“Substantially Complete" as ” and “Substantial Completion” shall be deemed to have occurred on the later to occur of (a) the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent substantial completion certificate of occupancy has been issued by the governmental authority having jurisdiction Xxxxxxxx’s architect with respect to Landlord's ’s Work (the “Substantial Completion Certificate”), and (b) the date the Town of Lexington issues a certificate of occupancy (temporary (subject only to items on the Punch List and any Tenant required work) or permanent) for the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval Premises. At Tenant’s request, Landlord and Tenant shall walk-through the Premises promptly after the date of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date Certificate to confirm the Punchlist (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Datehereinafter defined). (b) Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval (which approval shall not be unreasonably withheld) change proposals to increase the scope of Landlord’s Work shall (each, a “Change Proposal”). Landlord agrees to respond to any such Change Proposal within five (5) business days after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period for such response is reasonably necessary due to the nature and scope of the Change Proposal, together with Xxxxxxxx’s good faith estimate as to the amount of additional time that will be constructed and/or installed necessary, or the fact that the information provided by Xxxxxx in the Change Proposal is insufficient for the purposes of enabling Landlord using contractors (to make the determination set forth herein), and subcontractors, if deemed necessary by Landlord) selected approved by Landlord, advising Tenant of any anticipated increase in Landlord's sole and absolute discretioncosts associated with such Change Proposal (“Anticipated Costs”), as having experience well as an estimate of any delay which would likely result in connection the completion of Landlord’s Work if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). Tenant shall have the right to then approve or withdraw such Change Proposal within five (5) business days after receipt of Landlord’s Change Order Response. If Tenant fails to respond to Xxxxxxxx’s Change Order Response within such five (5) business day period, such Change Proposal shall be deemed withdrawn. If Tenant approves Landlord’s Change Order Response, then (a) such Change Proposal shall be deemed a “Change Order” hereunder, (b) Tenant shall reimburse Landlord for the actual increase in costs associated with the construction and/or installation Change Order within thirty (30) days after demand therefor, as Additional Rent, provided, however, that in the event that the Anticipated Costs associated with such Change Proposal, when added to the costs of alterations and improvements similar in nature previously approved Change Proposals, exceeds Five Thousand Dollars ($5,000) (the “Maximum Amount”), then Tenant shall pay to Landlord's Work. , as Additional Rent, at the time that Tenant approves Landlord's ’s Change Order Response, the Anticipated Costs in excess of the Maximum Amount, (c) any delay in the substantial completion of Landlord’s Work due to such Change Order shall be constructed and/or installed deemed a Tenant Delay, and (d) Landlord shall perform the work described in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation Change Order as part of Landlord's ’s Work shall be paid by on all the terms and conditions applicable to Landlord, at Xxxxxxxx's sole cost and expense’s Work except as expressly set forth herein with respect to Tenant’s payment obligation. (c) Except Subject to Landlord’s Force Majeure and Tenant Delays, Landlord shall, unless otherwise specified on the Punchlist attached to the limited extentSubstantial Completion Certificate (the “Punchlist”), if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: complete all Punchlist items within thirty (i30) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition days of the demised premises, or the suitability for use by Tenant date of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesSubstantial Completion Certificate.

Landlord’s Work. Landlord shall perform the construction work (athe "Landlord Work") For purposes of this lease, "Landlord's Work" means, collectively, the alterations described in Exhibit LW attached hereto in a good and improvements to the demised premises to be constructed and/or installed by Landlord workmanlike manner and in accordance with all Government Regulations and shall substantially complete the terms and conditions Landlord Work (that is, complete the Landlord Work, except for normal "punch list" items which shall be completed within thirty (30) days after substantial completion of the Landlord Work) on or before May 1, 2000. Subject to the provisions of the following paragraph, if substantial completion of the Landlord Work is delayed beyond May 1, 2000, payment of Base Rent pursuant to Section 3.1 of this leaseLease shall cease until the date the Landlord Work is substantially complete. In the event the Landlord Work is not substantially completed on or before June 1, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ 2000 (the "Substantial Completion Target DateOutside Date for Completion"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord Tenant shall have no liability whatsoever the right to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith)terminate its obligations under this Lease; provided, however, that (1) the Outside Date for Completion shall be extended for a period equal to the duration of any delays in construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the control of Landlord, and (2) in the event any delays in completing the Landlord Work are as a result of change orders or other delays caused by Tenant, the Outside Date for Completion shall be extended day for day for each such eventdelay caused by Tenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant caused delays. Except for latent defects and deficiencies in the Landlord Work of which Tenant has given written notice to Landlord not later than thirty (30) days following the Commencement Date or, if longer, not later than the term of any warranty Landlord has obtained from its contractors respecting any such defect or deficiency, Landlord shall use commercially reasonable efforts be deemed to Substantially Complete Landlord's Work have satisfactorily completed the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies with respect to deficiencies (other than latent defects) in the Landlord Work. If Tenant does give timely notice of deficiencies, Landlord shall remedy as soon as possible thereafter. Landlord reasonably practicable any deficiencies specified in such notice and shall use commercially reasonable efforts to complete any portions or aspects of Landlordbegin such remediation within thirty (30) days after Tenant's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)notice. (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. Subject to Landlord’s Contribution (aas hereinafter defined), Landlord shall prepare the Expansion Premises for occupancy by Tenant and perform the work described on Exhibit B-First Amendment attached to this First Amendment (“Landlord’s Work”), using Building standard materials, methods, and finishes comparable to the materials and finishes in the Existing Premises, and in compliance with Landlord’s Plans (as such term is defined below). Promptly after the Execution Date, Landlord shall engage DBA-W Architects as the architect (the “Architect”), to prepare final construction documents (“Landlord’s Plans”) For purposes for Landlord’s Work, which shall include detailed architectural drawings and specifications, including mechanical, electrical and plumbing (“MEP”) drawings to the extent any portion of this leaseLandlord’s Work consists of MEP work. Landlord’s Plans with respect to the Expansion Premises shall be submitted to Tenant for its approval by no later than December 31, "2014 (the “Plan Delivery Date”). From the Execution Date until the Plan Delivery Date, Landlord and Tenant shall work together on the design of the renovations to the Expansion Premises consistent with the scope of Landlord's ’s Work" means. Tenant’s approval of Landlord’s Plans shall not be unreasonably withheld, collectivelyconditioned, or delayed. Tenant shall respond to any written request from Landlord, the alterations Architect, Landlord’s contractor and/or Landlord’s construction representative for approvals or information in connection with Landlord’s Work within five (5) business days after Tenant’s receipt of such written request. Failure by Tenant to approve or disapprove in writing any submission of Landlord’s Plans or respond in writing to any requests for approval of Landlord’s Plans within (i) three (3) business days after the initial submission and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions (ii) two (2) business days after any subsequent submission shall constitute Tenant’s approval of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leasesuch submission. Landlord shall use commercially reasonable good faith efforts to "Substantially Complete" respond to any written request for information from Tenant or any request for consent in connection with Landlord’s Work within five (5) business days after Landlord’s receipt of such written request. Landlord shall request bids for the construction of Landlord’s Work from at least three (3) general contractors reasonably acceptable to both Landlord and Tenant. Landlord shall obtain such bids within twenty (20) business days after the Landlord's ’s Plans are sufficiently completed for construction bidding. Tenant shall have the right to review all bids within three (3) business days after receipt thereof. Landlord agrees to select the lowest qualified bid unless Landlord reasonably determines to select another bid based on projected delivery dates, in which event Landlord shall share such reason with Tenant. If Tenant reasonably determines that the bid selected by Landlord is higher than is reasonably acceptable to Tenant, then Tenant shall have a one-time right to give request changes to Landlord’s Work. In order to exercise such one-time right to request changes to Landlord’s Work in order to reduce the Cost of Landlord’s Work, Tenant shall, on or before the date three (3) business days after Tenant receives Landlord’s notice to Tenant of the bid selected by Landlord, give written notice to Landlord specifying the changes in Landlord’s Work requested by Tenant. Such changes shall be subject to Landlord’s prior written approval (which approval shall not later than ________be unreasonably withheld, 20________ (the "Substantial Completion Target Date"conditioned, or delayed). Based upon the revised plans for Landlord’s Work, based upon the changes requested by Tenant, as approved by Landlord, as aforesaid, Landlord shall again request bids for the construction of Landlord’s Work from at least three (3) general contractors reasonably acceptable to both Landlord and Tenant. Tenant shall have the right to review the revised bids within three (3) business days after receipt thereof. Landlord agrees to select the lowest qualified bid unless Landlord reasonably determines to select another bid, in which event Landlord shall share such reason with Tenant. For the purposes of this leaseSection 3: (i) if the cost of Landlord’s Work described in the bid selected by Landlord is equal to, Xxxxxxxx's or less than, the Landlord Contribution (the “Maximum Amount”), then “Tenant’s Share” shall be 0%, and (ii) if the cost of such Landlord’s Work is greater than the Maximum Amount, then Tenant’s Share shall be a fraction, the numerator of which is the amount by which the total cost of such Landlord’s Work exceeds the Maximum Amount, and the denominator of which is the total cost of such Landlord’s Work. If the cost of Landlord’s Work described in the bid selected by Landlord exceeds the Maximum Amount (such amount exceeding the Maximum Amount being herein referred to as the “Excess Costs”), Tenant shall pay Tenant’s Share of Excess Costs to Landlord prior to commencement of the Landlord’s Work and any delay in such payment shall be deemed a Tenant Delay. Any Excess Costs not expended by Landlord shall be promptly refunded to Tenant, or credited against the next payment of Rent, following Landlord’s final payment to the general contractor. The amounts payable by Tenant hereunder constitute Rent payable pursuant to the Lease, and the failure to timely pay same constitutes an event of default under the Lease Landlord shall complete Landlord’s Work in a good and workmanlike manner in accordance with Landlord’s Plans and in compliance with all applicable laws. Tenant agrees that Landlord may make any changes in Landlord’s Work from that shown on Landlord’s Plans, the necessity or desirability of which becomes apparent following approval of Landlord’s Plans, upon prior written notice to Tenant for non-substantial changes (which approval shall not be unreasonably withheld, conditioned, or delayed) and with the approval of Tenant for substantial changes (which approval shall be in Tenant’s reasonable discretion). Tenant shall have the right to request changes in Landlord’s Work (a “Change Order”) provided that: (x) any changes shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed, (y) Tenant shall pay any increase in cost associated with such change within 5 business days of Landlord’s consent to such Change Order, and (z) any delay arising from any such changes shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Delay. (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes of this lease, Landlord shall construct and deliver the Premises in "cold shell condition" to Tenant ("Landlord's Work") on or before the target Early Possession Date set forth in Paragraph 1.4 in order to allow Tenant to begin the buildout of its tenant improvements. "Cold shell condition" means, collectively, the alterations means and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord thatincludes: (i) construction of the exterior concrete walls, exterior glass, exterior doors, exterior finishes, concrete slab, roof structure and roof membrane; (ii) water, fire line (no riser) and sewer stubbed into the Building; and (iii) power brought to the transformer (with conduits stubbed into the Building but no secondary service (main) or wires), telephone conduit included with pull wires, no HVAC, no roof screens. Tenant shall take possession of the Premises as soon as it is reasonably possible for Tenant's contractor to commence construction but not before Landlord provides a waterproof shell. Landlord shall complete all exterior items consisting of landscaping, paving, striping, walkways, ramps, parking lot lights prior to the Commencement Date. Landlord's Work has been substantially will be completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to at Landlord's Work or the sole cost and expense, in a good and workmanlike manner and in compliance with all work plans approved by all applicable governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workagencies. Landlord shall have no liability whatsoever obligation to Tenant make any other improvements or to perform any other work in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before Premises except as otherwise expressly set forth in the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafterLease. Landlord shall use commercially reasonable efforts to complete any portions or aspects of construct the Building in accordance with the architectural plans prepared by DES dated June 1, 2000 ("Landlord's Work Plans"), which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafterare hereby deemed approved by Tenant. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not materially modify or deviate from Landlord's Plans without the written consent of Tenant. It shall be deemed in reasonable for Tenant to reject any way change to constitute a condition precedent to Landlord's Plans which modifies the occurrence usable area of the Commencement Date (as such date is set forth in Paragraph 1.3 Premises or increases the scope or cost of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to LandlordTenant's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance comply with all applicable federal, state Applicable Requirements. Only new and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord first-class materials shall be used in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expenseWork. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to improve the Premises in any manner, except for the completion of the Landlord’s Work (defined below). Notwithstanding anything in the Lease or this Work Letter to the contrary, Landlord shall construct, install and perform, and the Tenant whatsoeverImprovement Work shall not include, pursuant all of the improvements and work (the “Landlord’s Work”) described on Exhibit “D” attached hereto and made a part hereof. The Landlord’s Work shall be performed (i) at Landlord’s sole cost and the Tenant Improvement Allowance shall not be applied to this lease or otherwisepay for any Landlord’s Work, (ii) in a good and workmanlike manner using new materials of good quality, (iii) in accordance with all Legal Requirements, and (iv) in accordance with plans and specifications prepared by Landlord. With respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectivelythose items listed on Exhibit “D” as “Approval Items”, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease plans and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease specifications therefor shall be obtained and/or maintained approved by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations which approval shall not be a condition precedent unreasonably withheld, conditioned or delayed and which approval shall be deemed given if Tenant fails to approve or reject the commencement same within ten (10) days of Landlord’s request for approval of same (or, in the Term case of resubmitted working drawings, within five (5) days). Subject to Section 7 below, Landlord shall cause Landlord’s Work to be Substantially Completed on or before the Commencement Date or and shall cause the components of Landlord’s Work to the effectiveness of be completed by any completion dates identified in Exhibit “D”. Landlord, at Landlord’s sole cost, shall promptly correct and repair any failure of the covenants Landlord’s Work to be constructed in accordance with Legal Requirements, the Lease and this Work Letter and any defects in materials or obligations of Tenant that pursuant to the terms and conditions of this lease commence as workmanship of the Commencement Date (includingLandlord’s Work. Landlord and Tenant acknowledge that Landlord may be performing the Landlord’s Work at the same time as Tenant is performing the Tenant Improvement Work. In such event, without limitationLandlord and Tenant shall coordinate the Landlord’s Work with the Tenant Improvement Work with each other and shall cooperate with each other reasonably in the scheduling, the covenants sequencing and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, the Landlord’s Work and the Tenant hereby acknowledges Improvement Work (and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesvice-a-versa).

Landlord’s Work. Subject to the provisions of the Lease, including, without limitation this Exhibit C, Landlord shall, at Landlord’s cost and expense (provided that if the actual cost of any portion of Landlord’s Work exceeds the amount set forth for such portion in the Scope of Work, as defined herein, due to any change requested by Tenant after the Effective Date, Tenant shall reimburse Landlord for such excess within ten (10) days of demand therefor), (i) construct the Building, (ii) prepare the Premises for delivery to Tenant in “warm, lit shell” condition (which shall include heat provided by one Cambridge Air Solutions model S950 heating unit, four (4) bathroom stalls, LED lighting, and all base building systems in good working order), and (iii) prepare up to 3,000 square feet of office space in “turn-key” condition for Tenant’s Permitted Use (collectively “Landlord’s Work”), substantially in accordance with the scope of work attached hereto as Exhibit C-1 (collectively, the “Scope of Work”) and the office finish schedule attached hereto as Exhibit C-2. Landlord and Tenant will work together in good faith to finalize plans and specifications for Landlord’s Work (the “Plans and Specifications”) within forty-five (45) days after the Effective Date, provided that in no event shall Landlord be liable for any failure of the parties to finalize such Plans and Specifications within such forty-five (45) day period. Notwithstanding the foregoing, Landlord may, following such finalization, update, modify and refine such Plans and Specifications from time to time, including in connection with the completion of the construction documents phase of the Building’s design process; provided, however, that any such modifications, unless required by Legal Requirements or by permits or approvals issued by governmental authorities having jurisdiction over the Project, (a) For purposes shall not materially and adversely affect Tenant’s use of this lease, "Landlord's Work" means, collectively, the alterations and improvements or access to the demised premises to be constructed and/or installed by Landlord in accordance Premises and (b) shall otherwise comply with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached Lease. Upon Tenant’s request from time to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventtime, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects update Tenant and its representatives about the status of Landlord's ’s Work which shall be incomplete as of and the then estimated date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Completion. (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes Landlord will construct the base building warm shell of this leaseBuilding G, "Landlord's Work" meanswhich shall be a steel frame building containing the components listed on Exhibit A-1 attached hereto, collectively, and including the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with Common Areas (including the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ Exclusive Use Area) shown on such exhibit (the "Substantial Completion Target Date"“Warm Shell Components”). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans for the Building which are being developed by Landlord (currently based on the rendered plans which are listed on Exhibit A-2 attached hereto) and the Site Plan (such plans and specifications thereforSite Plan are subject to adjustment by Landlord and approval, and changes if any; and (ii) a temporary or permanent certificate of occupancy has been issued any are required, by the governmental authority having jurisdiction City), and in compliance with respect all Laws applicable thereto on the date the Building is substantially completed by Landlord (the “Landlord’s Work”). Such plans, prior to Landlord's Work or approval by the governmental authority having jurisdiction City are defined herein as the “Interim Base Building Plans” and, after approval by the City are defined herein as the “Final Base Building Plans.” The exterior architecture of Building G shall be comparable to Building C with respect regard to Landlord's Work has otherwise evidenced its approval of Landlord's Workmaterials and color. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as provide Tenant’s architect with a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as CAD file of the date Final Base Building Plans within three (3) business days after the same have been upon submittal of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything same to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that City of Santa Xxxxx Building Department (the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement “Submittal Date”). (b) Landlord's Work Landlord will deliver drafts of the Interim Base Building Plans to Tenant as the same are developed and revised, within three (3) business days after each revision set is completed. In addition, Landlord shall be constructed and/or installed by Landlord using contractors (use reasonable efforts to provide Tenant with copies of other material submissions to the City of Santa Xxxxx and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole to keep Tenant informed of material discussions and absolute discretion, as having experience in connection correspondence with the construction and/or installation City and other relevant governmental authorities. Tenant shall have the right to approve any material changes to the set(s) of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike mannerInterim Base Building Plans, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All unless such changes are required solely by the City of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expenseSanta Xxxxx. (c) Except In the event it is determined that Landlord’s Work has not been completed in accordance with the requirements of this Work Letter, Landlord agrees to correct (or to cause Landlord’s contractor to correct) Landlord’s Work as necessary with the limited extent, if any, set forth elsewhere result that that Landlord’s Work will have been completed in accordance with the requirements of this lease, Tenant hereby acknowledges Work Letter (and agrees that: (i) Landlord has made no representations the foregoing shall also apply to work required due to a governmental agency requiring remediation of any Hazardous Materials on or warranties whatsoever to Tenant with respect to about the demised premises, the condition of the demised premises, or the suitability for use Property not released by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of RentParties). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. 3.1 Landlord agrees to undertake at its expense, the renovations and alterations to the Demised Premises more fully described in the Landlord/Tenant Work Letter attached hereto as Exhibit C (athe “Landlord’s Work). All “change orders” (as defined below) must be approved by the Department of Administration. The Landlord’s Work to the Leased Premises are to be “substantially completed” (as defined below) by Landlord not later than the Commencement Date. For purposes hereof, (i) the term “change orders” means any alteration, deviation or other change in any manner to the Landlord’s Work described on Exhibit C and (ii) the term “substantially completed” means the date of this lease, "Landlord's Work" means, collectivelyissuance of a permanent certificate of occupancy by the municipal building official for the Leased Premises. Unless otherwise agreed in writing, the alterations and improvements Landlord’s Work will be the property of Landlord. 3.2 The commencement date of the Lease (the “Commencement Date”) shall be the earlier to occur of (i) the seventh business day after the Tenant is given notice of the substantial completion of the Landlord’s Work (the “Landlord’s Work”) (as that term is hereinafter defined below) or (ii) the date the Tenant opens for business to the demised premises public in the Leased Premises. The commencement date shall be no later than _, 20 . The Landlord shall verify the Commencement Date by informing the Tenant of the same in writing. The Tenant also agrees to be constructed and/or installed by Landlord confirm in writing such Commencement Date. 3.3 With respect to the Leased Premises, the Landlord’s agrees to use reasonable efforts to complete the Landlord’s Work with respect to such space in accordance with the terms and conditions of this lease, as more particularly described schedule set forth in Exhibit ________ attached to and hereby made a part of this leaseParagragh 3.3 (a) below. Landlord shall use commercially reasonable efforts agrees to "Substantially Complete" complete the Landlord's ’s Work not later than _______at Landlord’s sole expense. All such work shall be performed in a good and workmanlike manner employing good quality materials and so as to conform to the project specifications and all applicable governmental laws, ordinances and regulations. (a) The Landlord has allocated the following times for completion of Landlord’s Work: i. One (1) week for schematic design; ii. One (1) week for State of Rhode Island approval of schematic design; iii. Two (2) weeks to complete working drawings; iv. One (1) week for State of Rhode Island review of working drawings. v. Ten (10) weeks to obtain the necessary permits and approvals, and complete Landlord’s Work and any required building improvements. (b) Landlord shall complete all improvements necessary to make the Leased Premises ADA code compliant. (c) The Landlord agrees to deliver to Tenant on or before Tenant’s use the Leased Premises together with parking therefore. _, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's 20 for 3.4 The Landlord’s Work shall be deemed to be "Substantially Complete" as substantially completed for the purpose of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: this Lease when (i) the Landlord's ’s Work has and construction shall have been substantially completed in all material respects substantially in accordance with Exhibit C, with the approved plans and specifications thereforexception, if any; , of minor items of work which can be completed while Tenant is in possession of the Leased Premises for the purpose of installing its personal property and equipment without interfering with such installation by Tenant and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have obtained a certificate of permanent occupancy from the City/Town of , Rhode Island. The Leased Premises shall be at all times in strict compliance with all appropriate local, state and federal codes. 3.5 The Tenant, or its representative, may enter upon the Leased Premises not earlier than thirty (30) calendar days prior to the completion of Landlord’s Work to install its furniture, personal property and equipment provided such access does not interfere with the Landlord’s Work. During the period of such limited access or use of the Leased Premises by Tenant prior to the Commencement Date, no liability whatsoever to Tenant Rent or additional rent shall accrue or be payable but otherwise all the terms, covenants and provisions contained in the event that Landlord this Lease shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (apply, including, without limitation, for all insurance and indemnity provisions. 3.6 In the event that the Tenant desires to request a change in the Landlord’s Work, the Tenant shall make such a request in writing. The Landlord shall review and either approve in writing (with or without modification by Landlord) or reject such changes within fifteen (15) calendar days of its receipt of Tenant’s written request. The Tenant shall bear the cost of the preparation of any damages that Tenant may suffer plans and specifications, and any modifications thereof, which are required to be prepared as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafterof the Tenant’s request. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which The Tenant shall be incomplete as responsible for the increase in cost of the date of Substantial Completion of Landlord's Work as soon as possible thereafterany such changes requested by it. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by The Landlord shall not perform such work under such change orders requested by the Tenant until both the Landlord and Tenant have executed same and Tenant has agreed to pay for the cost of such change and/or modification of the scope of Landlord’s Work requested by it. All such change orders must be approved in writing by the State of Rhode Island, Department of Administration, unless Tenant certifies that such approval is not required. The Parties agree that their consent to any change orders will not be unreasonably withheld, conditioned or delayed except that any deadline for the substantial completion of Landlord’s Work shall be extended as a result of any delay resulting from Tenant’s change orders. 3.7 The Tenant shall promptly give to Landlord written notice of any alleged failure by Landlord to comply with the requirements of Sections 3.3 or 3.4 above. Landlord’s Work shall be deemed approved by Tenant thirty (30) business days after Tenant opens for business in any way to constitute a condition precedent the Leased Premises except for items of Landlord’s Work which are incomplete or do not conform to the occurrence requirements of Sections 3.3 or 3.4. 3.8 The cost of all Landlord’s Work shall be borne by the Commencement Date Landlord. 3.9 Within sixty (as such date is set forth in Paragraph 1.3 of this lease60) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as calendar days of the Commencement Date). (b) Landlord's Work , the Landlord shall be constructed and/or installed by Landlord using contractors (provide a report, certificate or other evidence reasonably satisfactory to the Tenant that the Leased Premises have interior air quality, water quality and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection lead levels consistent with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulationsmunicipal standards. All The Landlord shall take all reasonable steps to address any deficiencies in such reports based upon said standards. 3.10 The Tenant shall participate with the Landlord in preparing a schematic design (the “Design”) of the costs Leased Premises and expenses incurred by Landlord in connection shall commit to attending meetings with the construction and/or installation of Landlord's Work Landlord for final review and comment. 3.11 The Design shall be paid by Landlord, at Xxxxxxxx's sole cost and expenseconsidered complete when Tenant gives its approval in writing. (c) Except to 3.12 Upon receiving the limited extentTenant’s written approval of the Design, if anyLandlord will commence with the production of working drawings, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) which shall be consistent with the Design. Landlord has made no representations or warranties whatsoever to shall promptly provide Tenant with respect to the demised premises, the condition three (3) copies of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; Design and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesworking drawings when complete.

Landlord’s Work. None - Tenant accepts the Premises in its "as-is" condition with Landlord to professionally clean all carpets, touch-up wall paint as necessary and deliver all mechanical, electrical and plumbing systems in a good working condition. (aA) For purposes of this leaseLandlord shall undertake and complete the improvements shown in the construction documents annexed hereto as EXHIBIT B (the "Drawings") in accordance with the standards for the Building set forth in EXHIBIT D annexed hereto ("Landlord's Building Standards"), excepting only minor variations as Landlord may deem advisable ("Landlord's Work" means"). (B) If the Drawings and/or Landlord's Building Standards are not annexed hereto, collectivelyTenant shall submit to Landlord within ten (10) days after the date hereof all information necessary to prepare and complete the Drawings. The Drawings and Landlord's Building Standards shall be prepared by Landlord as soon as reasonably practicable after submission by Tenant of all information necessary to prepare the same and shall be approved and signed by Tenant within five (5) business days after submission by Landlord. If Tenant fails to deliver to Landlord its signed approval of the Drawings and Landlord's Building Standards within five (5) business days after the same are submitted to Tenant, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the date upon which Landlord's Work shall be deemed substantially completed for purposes of determining the Commencement Date shall be accelerated by one day for each day beyond such five (5) day period by which Tenant so delays. If Tenant fails to (i) deliver to Landlord the information necessary to prepare and complete the Drawings within thirty (30) days after the date hereof or (ii) sign and approve the Drawings and Landlord's Building Standards within thirty (30) days after Landlord has delivered the same to Tenant, then Landlord, at its sole option, may terminate this Lease. In such event, Tenant shall be liable for damages to the extent set forth in Section 7.02(C)(1) hereof (with, for the purposes of computing such damages, the Commencement Date to be deemed to have occurred on the anticipated commencement date referred to in Section 1.01(E)) and Landlord may apply the Security Deposit and any prepaid rent in satisfaction of such damages. No material changes or modifications to the approved Drawings and Landlord's Building Standards shall be made unless by written change order signed by Landlord and Tenant. All costs attributable to change orders requested or approved by Tenant shall be borne by Tenant with no credit to Tenant for items contained in Landlord's Building Standards which are omitted or not later than ________installed. (C) Landlord shall pay for the work depicted on the Drawings to the extent of the actual cost for the carpet cleaning, 20________ touch-up painting as required and delivery of mechanical and electrical systems in good working condition ("Landlord's Contribution"). Tenant shall pay all costs in excess of Landlord's Contribution ("Tenant's Contribution") within ten (10) days after submission by Landlord to Tenant of an invoice for the amount(s) then due and payable. (D) If Landlord shall be delayed in substantially completing Landlord's Work as a result of any act, neglect, failure or omission of Tenant, its agents, servants, employees, (E) Tenant shall pay to Landlord a sum equal to any additional cost to Landlord in completing Landlord's Work resulting from any Tenant Delay if, as a result thereof, the aggregate cost to complete Landlord's Work would exceed Landlord's Contribution. Any such sums shall be in addition to any sums payable pursuant to any other Subsection of this Section 2.01 and shall be paid to Landlord within ten (10) days after Landlord submits an invoice to Tenant therefor, whether or not the Term of this Lease shall have commenced. If Tenant defaults in the payment thereof, Landlord shall (in addition to all other remedies) have the same rights as in the event of default by Tenant in the payment of Base Rent and Landlord shall have no obligation to continue the performance of Landlord's Work until Tenant shall have cured such default. (F) Landlord shall notify Tenant of the anticipated date of substantial completion of Landlord's Work (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed ) in a notice given at least five (5) days prior to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingstated therein. The phrase "substantial completion" shall mean that, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation exception of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, punch-list items which would not prevent the use or occupancy of the demised premises by Tenant pursuant to this lease and that any Premises for the Permitted Uses, Landlord's Work shall have been completed in accordance with the Drawings and all such Governmental Authorizations that mechanical systems serving or affecting the Premises shall or may then be such in working order. Landlord and Tenant shall thereupon set a condition mutually convenient time for Tenant's architect and engineer, and Landlord and Landlord's contractor to inspect the Premises and Landlord's Work, at which time Tenant's architects and engineers shall prepare and submit to Landlord a punch-list of or so required, necessary or desired in connection with the use or occupancy items to be completed. Upon completion of the demised premises by inspection, Tenant pursuant shall acknowledge in writing that substantial completion of Landlord's Work has occurred, subject to this lease any punch-list items to be completed. Landlord shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expenseendeavor to complete the punch list items within thirty (30) days thereafter. The obtaining of any such Governmental Authorizations In the event Tenant shall not be a condition precedent fail to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease confer with Landlord with respect to the payment substantial completion of Rent)Landlord's Work within five (5) days after Landlord's notice setting forth the Substantial Completion Date, Landlord's Work shall be deemed completed and satisfactory in all respects and the Commencement Date shall be deemed to have occurred on the date set forth in Landlord's notice as the Substantial Completion Date. FurthermoreIn the event of any dispute, subject a certificate of Landlord's architect or engineer to the performance effect that the Premises are substantially complete and in the condition required by this Lease shall be conclusive. (G) By execution of Xxxxxxxx's Workthe Acceptance Letter, Tenant hereby acknowledges shall be deemed conclusively to have accepted the Premises and agrees that: to have acknowledged that the Premises are in the condition required by the Drawings and Landlord's Building Standards, except as to incomplete items of Landlord's Work then specified in the Acceptance Letter. As to any such items, Landlord shall have a reasonable time following receipt of the Acceptance Letter within which to correct same, but in no event shall Landlord be obligated to repair latent defects beyond a period of six (A6) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of months after the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes A. A complex of this leasebuilding shells and common area improvements of exterior and interior design and materials as determined by Landlord substantially as shown in Exhibit A. B. If any partitions are required to separate the leased premises from adjacent spaces, "Landlord's Work" meansLandlord shall install metal stud framing only, collectively, after Tenant has performed any demolition necessary to accommodate installation of said framing. Such stud framing shall extend from the alterations and improvements floor slab of the leased premises to the demised underside of the floor or roof structure. Tenant shall reimburse Landlord as Tenant's share of the cost of such work, $20.00 per lineal foot of said stud framing. Tenant shall install gypsum board on Tenant's side of stud framing to underside of structure as required for a one-hour fire resistant separation. Exhibit B. Section II.B.: The $20.00 per lineal foot charge shall not apply to ------------------------- Tenant. C. In the event that the leased premises are located in a retail development, or in an expansion wing of a retail development, which development or expansion wing shall not yet have opened for business to the public, and Tenant shall be constructed and/or installed by able to complete its construction within the leased premises prior to such opening, Landlord shall not provide a temporary barricade at the storefront lease line, except to the extent that Landlord shall determine that such barricade is necessary or desirable. If the leased premises are not located in accordance with such a development or in such an expansion wing, or if Tenant shall be unable to complete the terms construction of the leased premises and conditions of this leaseto open for business at the time that such development or expansion wing, as more particularly described in Exhibit ________ attached applicable, first opens for business to the public, Landlord shall provide, for Tenant's use during construction and hereby made demolition, a part temporary barricade at the storefront lease line. Tenant shall reimburse Landlord $45.00 per lineal foot of this leasestorefront lease line for any such temporary barricade provided by Landlord. Landlord shall use commercially reasonable efforts to "Substantially Complete" remove the Landlordstorefront barricade upon completion of Tenant's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed and when Tenant is prepared to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workopen for business. Landlord shall have no liability whatsoever the option, by written notice to Tenant, to require Tenant in to remove the storefront barricade and to store the same at a location specified by Landlord within the regional retail development. In the event that Landlord of such removal by Tenant, Tenant shall fail be responsible for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date damage (including, without limitation, for any damages that Tenant may suffer except as a result thereof of normal use) caused to the barricade by such removal and storage. In either case, Tenant shall immediately repair any damage caused to the leased premises by the removal of the barricade. D. If the entire leased premises shall not have been previously occupied by another tenant or in connection therewith); providedoccupant, howeverthe provision of utility connections by Landlord shall be as set forth under Section II of Exhibit B-1. If the entire leased premises shall have been previously occupied, in such eventand the following utilities or utility stubs are not contained within the premises, Landlord shall use commercially reasonable efforts cause said utilities to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts be extended to complete any portions or aspects of Landlord's Work within the leased premises at a point which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature closest to Landlord's Workpickup point. Landlord's Work Such utilities shall be constructed include: sanitary, domestic cold water, plumbing vent (where applicable), fire protection, and air conditioning supply duct stub (where applicable). Refer to Exhibit B-1 (and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the to other construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extentexhibits, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant attached to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations"Lease) that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term for additional information on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisescertain utilities.

Landlord’s Work. (aA) For purposes of this leaseLandlord, at Landlord's sole cost and expense, shall perform the. base building work ("Landlord's Work" means") as defined in the Base Building Specifications attached hereto as Exhibit B-1. Subject to any prevention, collectivelydelay or stoppage due to Landlord's Force Majeure or attributable to Tenant Delays (as hereinafter defined), the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" speed and diligence in the construction of Landlord's Work not later than ________so as to have the same Substantially Completed (as hereinafter defined) on or before the Estimated Commencement Date set forth in Section I .I , 20________ but Tenant shall have no claim against Landlord for failure to complete construction of Landlord's Work, except as expressly set forth in Section 3.2. (the B) The "Actual Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work " shall be deemed to be "Substantially Complete" defined as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially Substantially Completed. "Substantial Completion" and "Substantially Completed" shall each mean the date on which an architect designated by Landlord shall have executed a certificate or statement representing that Landlord's Work has been completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; but for those items of work and adjustment of equipment and fixtures in the Premises (ii) a temporary or permanent certificate the "Punch List Items"), the incompleteness of occupancy has been issued by which do not cause material interference with the governmental authority having jurisdiction with respect to Landlordperformance of Tenant's Work, and which can be completed after Tenant connnences Tenant's Work or without causing material interference with the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval performance of LandlordTenant's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the After Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventCompletion, Landlord shall use commercially reasonable efforts proceed diligently to Substantially Complete complete all Punch List Items at Landlord's Work expense within three (3) months after the occun-ence of Substantial Completion (except for items which can only be performed during certain seasons or weather, which items shall be completed diligently as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction season and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Dateweather permits). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or warranties whatsoever to Tenant with respect to the demised premises, the condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premises.

Landlord’s Work. (a) For purposes of this leaseThe Landlord shall, "at its expense, perform the Landlord's Work" means, collectively’s Work in a good and workmanlike manner. Subject to delays caused by Force Majeure and delays caused by the Tenant or the Tenant’s Employees, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable commercial efforts (without the need for overtime or weekend work) to "Substantially Complete" complete the Landlord's ’s Work not later than ________, 20________ (as soon as reasonable possible following the "Substantial Completion Target Date"). For purposes execution of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of Lease. If a dispute arises over: (i) the date on which the general contractor Landlord’s Work was substantially completed or completed; (ii) whether or not the Landlord was delayed in completing the Landlord’s Work due to Force Majeure, the Tenant or the architect employed Tenant’s Employees and/or the length of any such delay, the decision of the Landlord’s Expert will be determinative of the issue. The Tenant is responsible for any additional costs incurred by the Landlord with respect as a result of any delays in completing the Landlord’s Work caused by the Tenant or the Tenant’s Employees and the Tenant shall pay such additional costs to the construction and/or installation Landlord within 15 days following receipt of an invoice from the Landlord's . The Landlord may have such access to the Premises as it requires in order to complete the Landlord’s Work. If the Tenant is given possession of the Premises prior to the date that the Landlord’s Work is complete, then: (iii) if both the Tenant and the Landlord require access to the same area of the Premises, the Landlord shall certify have the first right to such area for the purpose of carrying out the Landlord’s Work; (iv) the Tenant shall not interfere with or delay the Landlord or its contractors from completing the Landlord’s Work; and (v) the Tenant shall be under the direction and supervision of the Landlord and its contractors and shall comply with all requirements and directions of the Landlord and its contractors. The Landlord shall not be responsible for the costs of any work to the Premises except for the cost of the Landlord’s Work. (b) If: (i) the Tenant’s use, or intended use, of the Premises requires changes to the Landlord’s Work in writing order for the Landlord’s Work to comply with applicable Laws or the requirements of any insurer of the Development; or (ii) the Tenant requires any changes to the Landlord’s Work (and the Tenant’s signature on the change order, or other documentation evidencing the changes, shall be conclusive evidence of the Tenant’s agreement to the making of such changes), then the Tenant will be responsible for the cost of such changes to the extent that such changes result in an increase in the cost of the Landlord’s Work (the “Additional Costs”). The Tenant shall pay the Additional Costs shall within 15 days following the date that the Landlord thatprovides the Tenant with an invoice for the Additional Costs. (c) If the Tenant requires the Landlord to carry out any work in or to the Premises in addition to the Landlord’s Work (the “Additional Work”), and the Landlord agrees to carry out the Additional Work, then the Tenant’s signature on the documentation evidencing the nature of the Additional Work will be conclusive evidence of the Tenant’s agreement to: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if anyLandlord performing the Additional Work; and (ii) a temporary or permanent certificate of occupancy has been issued by pay for the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as cost of the Additional Work (the “Additional Work Costs”). The Tenant shall pay the Additional Work Costs shall within 15 days following the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Landlord provides the Tenant with an invoice for the Additional Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Costs. (bd) Landlord's Work If any changes are made to the Additional Work, then the Tenant’s signature on the change order, or other documentation evidencing the changes, shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All conclusive evidence of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees thatTenant’s agreement to: (i) Landlord has made no representations or warranties whatsoever the making such changes, which shall be deemed to Tenant with respect to the demised premises, the condition form part of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of TenantAdditional Work; and (ii) Landlord has no obligation pay for the cost of such changes, all of which shall be deemed to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy form part of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expenseAdditional Work. The obtaining of any Tenant shall pay such Governmental Authorizations shall not be a condition precedent to additional costs within 15 days following the commencement of date that the Term on Landlord provides the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the demised premisesan invoice for such costs.