Common use of Landlord’s Work Clause in Contracts

Landlord’s Work. The Premises shall be delivered to Tenant (i) with Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. The Premises (A) Landlord, at its sole cost and expense, shall be delivered to Tenant (i) with Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in perform Landlord’s Work in good working order, the 20th Floor Premises and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from 21st Floor Premises. In the event Landlord as shall be unable to the condition deliver possession of the Premises, the habitability of the Premises, the fitness of the 20th Floor Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, Tenant then (x) Landlord shall not be subject to any liability for such failure, and Landlord will conduct a joint walk-through inspection (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall not commence until Landlord’s Work in the 20th Floor Premises and 21st Floor Premises has been substantially completed and the dates set forth in Exhibit C-1 and C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and 21st Floor Premises shall be adjusted forward on a day for day basis if and to create the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an agreed upon list specifying those decoration abatement of Fixed Annual Rent with respect to the 20th Floor Premises and other punch21st Floor Premises equal to one-list items which require completionhalf of one day’s Fixed Annual Rent for each day from and after September 1, which items 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord will thereafter diligently shall not be subject to any additional liability for penalties or damages for failure to substantially complete at Landlord’s Work by the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole cost and expense remedies therefor. The provisions of this Article are intended to constitute an “express provision to the contrary” within thirty (30the meaning of Section 223(a) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicablethe New York Real Property Law.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the roof (structural portions only), exterior walls and other structural portions of the Building. The Premises cost of all work performed by Landlord under this Section 12.1 shall be delivered an Operating Expense hereunder, except to Tenant the extent such work (i) with is required due to the negligence of Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) is a capital expense not includible as an Operating Expense under Section 9.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s expense, except as otherwise to the extent expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the PremisesSection 12.1(b), or to offset the zoning of the Premises. The existence of cost thereof against rent, under any “punchlist”-type items shall not postpone the Commencement Date of this Lease. law, statute, regulation or ordinance now or hereafter in effect. (b) If Tenant Landlord fails to perform any repairs or Tenant’s employees, agents or contractors cause construction of Landlord’s Work maintenance required to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if performed by Landlord under Section 12.1(a) and such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within failure continues for thirty (30) days or more after mutual agreement Tenant gives Landlord written notice of said punchsuch failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-list 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 as soon thereafter as reasonably practicablemaintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the 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 cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. The A. A complex of building 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 shall install metal stud framing only, after Tenant has performed any demolition necessary to accommodate installation of said framing. Such stud framing shall extend from the floor slab of the Leased Premises to the underside of the floor or roof structure. Xxxxxx’s reimbursement to Landlord for Xxxxxx’s share of the cost of such work is included in the fee identified in Exhibit B-1 for Landlord provided facilities. 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. 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 delivered able to Tenant (i) with Landlord’s Work substantially completed in accordance with complete its construction within the Core and Shell Plans attached hereto as Exhibit C and Leased Premises prior to such opening, Landlord shall not provide a temporary barricade at the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working orderstorefront lease line, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition extent that Landlord shall determine that such barricade is necessary or desirable. If the Leased Premises are not located in such a development or in such an expansion wing, or if Tenant shall be unable to complete the construction of the PremisesLeased Premises and to open for business at the time that such development or expansion wing, as applicable, first opens for business to the habitability public, Landlord shall provide, for Tenant’s use during construction and demolition, a temporary barricade at the storefront lease line. Tenant shall reimburse Landlord $45.00 per lineal foot of storefront lease line for any such temporary barricade provided by Landlord. Landlord shall remove the Premises, the fitness of the Premises for the Permitted Use and/or the conduct storefront barricade upon completion of Tenant’s Work and when Xxxxxx is prepared to open for business in as determined by Landlord. Landlord shall have the option, by written notice to Tenant, to require Tenant to remove the storefront barricade and to store the same at a location specified by Landlord within the regional retail development. In the event of such removal by Tenant, Tenant shall be responsible for any damage 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 occupant, the 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, and the following utilities or utility stubs are not contained within the Leased Premises, or Landlord shall cause said utilities to be extended to within the zoning of the PremisesLeased Premises at a point which is closest to Landlord’s pickup point. The existence of any “punchlist”-type items Such utilities shall not postpone the Commencement Date of 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 to other construction exhibits, if any, attached to this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place) for additional information on certain utilities. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. The Premises Landlord shall be delivered complete the Shell Improvements and Site Improvements as further set forth in the Lease and in Exhibit E attached to the Lease. Landlord shall also construct, in conjunction with the Shell Improvements and at Tenant’s option upon written notice from Tenant to Landlord, those certain improvements described on Exhibit E-1.Tenant shall notify Landlord as to whether it desires any or all of such improvements on Exhibit E-1 within five (i5) with business days after receipt of written request from Landlord. Such improvements are not part of Landlord’s Work substantially completed and shall be constructed at Tenant’s expense. Tenant must timely respond, within five (5) business days, to requests for information related to Exhibit E-1. To the extent Tenant’s election to have Landlord construct all or any improvements described in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included E-1 cause a delay in Landlord’s Work Work, then such delays shall be considered a Tenant Delay. Tenant may apply the Construction Allowance to all costs incurred in good working orderconstructing the improvements set forth on Exhibit E-1. Except as set forth in the Lease, Exhibit E, Exhibit E-1, and (ii) except as otherwise expressly set forth herein, without Landlord shall have no other obligations to construct any representation or warranty by or from Landlord as improvements to the condition of the Premises, the habitability of the Premises, the fitness of the Premises or Project. Tenant shall be responsible for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of Tenant Improvements within the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date Shell Improvements and Site Improvements shall be constructed in a good and workmanlike manner and in accordance with all Applicable Laws. Landlord shall be responsible for remedying any latent defects in the date that, In Shell Improvements or Site Improvements following notification from Tenant received in writing within one year following the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken placeProject Completion Milestone Date. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the Common Areas of the Center, the roofs (structural portions only), exterior walls and other structural portions of the Buildings, any demising walls between Tenant's portion of the Phase II Building and the retail portion of the Phase II Building (other than painting, minor surface damage and other cosmetic matters affecting only Tenant's side of any such demising walls), and any building systems that serve, in common, both Tenant's portion of the Phase II Building and the retail portion of the Phase II Building. The Premises cost of all work performed by Landlord under this Section 12.1 shall be delivered an Operating Expense hereunder, except to Tenant the extent such work (i) with is required due to the negligence of Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) is a capital expense not includible as an Operating Expense under Section 9.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof, subject to the release set forth in Section 14.4 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's expense, except as otherwise to the extent expressly set forth hereinin Section 12.1(b), without or to offset the cost thereof against rent, under any representation law, statute, regulation or warranty ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by or from Landlord as to the condition on any of the Premises, the habitability of the Premises, the fitness of the Premises Buildings under Section 12.1(a) and such failure continues for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days or more after mutual agreement Tenant gives Landlord written notice of said punchsuch failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-list day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then except as otherwise expressly excluded herein, Tenant shall have the right to perform such repairs or as soon thereafter as reasonably practicablemaintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the 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 cost of any such work against rent or other charges falling due from time to time under this Lease. Moreover, under no circumstances shall this Section 12.1(b) authorize Tenant to perform any of Landlord's repairs or maintenance obligations (x) in the Phase II Building, except to the extent the conditions requiring repair or maintenance affect only Tenant's portion of the Phase II Building and not the retail portion of the Phase II Building, or (y) in the Common Areas of the Property.

Landlord’s Work. The Prior to the execution of the Lease, Landlord and Tenant have approved the detailed description of base, shell and core work for the Phase I Premises shall be delivered to Tenant (i) with Landlord’s Work substantially completed in accordance with the Core and Shell Plans Phase II Premises attached hereto as Exhibit C B-1 (the “Base, Shell and Core Description”). Based upon and in conformity with the Building Base Shell Description and Definition attached hereto as Exhibit C-1 Core Description, Landlord shall cause its architect and with all Building systems included in Landlord’s Work in good working orderengineers, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty expense, to prepare and deliver to Tenant, for Tenant’s approval, detailed specifications and engineered working drawings in CAD format, which shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the Phase I Work (30the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after mutual agreement Tenant’s and Landlord’s receipt of said punch-list the Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the same, which approval shall not be unreasonably withheld; provided, however, that Tenant may only disapprove the Base Building Working Drawings to the extent such Base Building Working Drawings are inconsistent with the Base, Shell and Core Description and only if Tenant delivers notice thereof to Landlord within such seven (7) day period. If any specific changes proposed by Tenant to rectify any inconsistencies with the Base, Shell and Core Description are timely and properly proposed by Tenant, Landlord shall cause its architect and engineers to revise the Base Building Working Drawings to incorporate such revisions and submit the same for Tenant’s approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Base Building Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord’s and Tenant’s approval of the Base Building Working Drawings, the same shall be referred to as soon thereafter the “Approved Working Drawings for Landlord’s Phase I Work”. Based upon and in conformity with the Base, Shell and Core Description, Landlord shall cause its architect and engineers, at Landlord’s sole cost and expense, to prepare and deliver to Tenant, for Tenant’s approval, detailed specifications and engineered working drawings in CAD format, which shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the Phase II Work (the “Phase II Base Building Working Drawings”) by no later than October 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of the Phase II Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the same, which approval shall not be unreasonably withheld; provided, however, that Tenant may only disapprove the Phase II Base Building Working Drawings to the extent such Phase II Base Building Working Drawings are inconsistent with the Base, Shell and Core Description and only if Tenant delivers notice thereof to Landlord within such seven (7) day period. If any specific changes proposed by Tenant to rectify any inconsistencies with the Base, Shell and Core Description are timely and properly proposed by Tenant, Landlord shall cause its architect and engineers to revise the Phase II Base Building Working Drawings to incorporate such revisions and submit the same for Tenant’s approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Phase II Base Building Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord’s and Tenant’s approval of the Phase II Base Building Working Drawings, the same shall be referred to as reasonably practicablethe “Approved Working Drawings for Landlord’s Phase II Work”. The improvements shown on the Approved Working Drawings for Landlord’s Phase I Work and the Approved Working Drawings for Landlord’s Phase II Work are hereby collectively referred to as “Landlord’s Work”. The Approved Working Drawings for Landlord’s Phase I Work and the Approved Working Drawings for Landlord’s Phase II Work are sometimes collectively referred to herein as the “Approved Working Drawings for Landlord’s Work”.

Landlord’s Work. The Premises Landlord, at its sole cost and expense using standard materials, shall be delivered to Tenant perform the following work (i) with "Landlord’s Work substantially completed Work"), lien-free, in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working ordera good, workmanlike manner, and using licensed professionals or the Contractor pursuant to a separate contract and not the Construction Contract (iias each term is defined in the Tenant Work Letter), and diligently cause its completion: (a) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as At least thirty (30) days prior to the condition of Anticipated Commencement Date, slurry coat the Property's existing parking lot and re-stripe the Property's existing parking stalls; (b) Within sixty (60) days following the Effective Date, remove any existing tenant signage at the Premises, on the habitability Building or in the parking areas as of the Premises, the fitness date of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date execution of this Lease. If Tenant Lease and repair any damage resulting therefrom; (c) Prior to the Anticipated Commencement Date, re-roof either by replacement or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, overlay the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete Building's roof at Landlord’s sole cost and expense supervision; and (d) Within sixty (60) days following the Effective Date, engage a reputable and licensed termite inspector to inspect the Premises and provide a pest report, and thereafter, Landlord will complete any recommended repairs identified in said report. Except as provided in this Section 1.3, Tenant shall accept the Premises in its then "as-is" condition. As is reasonably necessary and prudent, the Landlord’s Work may be performed in part concurrently with construction of the Improvements if such Landlord’s Work does not interfere with or delay the construction of the Improvements, but in all respects the Landlord’s Work shall be Substantially Completed (as defined in the Tenant Work Letter) within the timeframes provided above. In addition, Landlord will reimburse Tenant within thirty (30) days after mutual agreement following Tenant's completion of said punchthe following work and delivery of a reasonably detailed invoice to Landlord for such work: (i) replace one time the Building's exhaust fans specifically identified on Exhibit "F attached hereto with Building-list or as soon thereafter as reasonably practicablestandard exhaust fans and (ii) replace one time the Building's HVAC units specifically identified on Exhibit "G" attached hereto with Building-standard HVAC units.

Landlord’s Work. Landlord shall cause the following work to be performed at the Project: (a) Repair the three (3) AAON HVAC units (replace the coils and refurbish the units) and replace the 50-ton Carrier HVAC unit at the 10240 Building with a new HVAC unit of a size to be determined after Landlord performs final engineering calculations for such building. In addition, Landlord will provide controls to each of the VAV units, rooftop units and the unit in Tenant’s computer room in the 10240 Building necessary to enable the Premises in such building to be air conditioned and heated in a first-class and cost efficient manner. The work described in this Section 4.1(a) may be collectively referred to herein as the “HVAC Work.” Subject to Landlord’s receipt of final engineering design and subject to availability of equipment, Landlord estimates that the HVAC Work will be completed within ten (10) to eighteen (18) weeks after Landlord orders parts and equipment and Landlord agrees to order such parts and equipment no later than February 23, 2007. Landlord shall otherwise cause the HVAC Work to be completed as soon as reasonable possible in accordance with a schedule reasonably approved by Tenant. (b) Upgrade the fire/lifesafety systems in the 10220 Building and the 10260 Building to a level that is at least consistent with the quality of the fire/lifesafety system within the 10240 Building (collectively, the “Fire/Lifesafety Work”). The Fire/Lifesafety Work shall include the addition of pull stations, sirens, strobes, emergency announcement systems and other fire/lifesafety improvements required by law. Landlord agrees to use commercially reasonable efforts to cause the Fire/Lifesafety Work to be completed no later than July 1, 2007, subject to Landlord’s ability to obtain permits for such work on a timely basis and the availability of necessary parts and equipment. (c) Upgrade the restrooms in the 10260 Building (including tile and ventilation) to be consistent with the quality and function of the restrooms within the 10240 Building (collectively, the “10260 Restroom Work”). Landlord agrees to use commercially reasonable efforts to cause the 10260 Restroom Work to be completed on or before July 1, 2007. (d) Install a back-up generator to supply power to that portion of the Premises located in the 10220 Building and the air handlers serving such portion of the Premises for the computer server room therein (collectively, the “Generator Work”). Landlord shall use commercially reasonable efforts to cause the Generator Work to be completed on or before September 1, 2007, subject to Landlord’s timely receipt of necessary permits and the availability of necessary parts and equipment. Such back-up generator shall be delivered to used by Tenant only during (i) with Landlord’s Work substantially completed in accordance with the Core testing and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working orderregular maintenance, and (ii) except any period of electrical power outage at the Project. Tenant shall be entitled to operate the generator for testing and regular maintenance only upon notice to Landlord and at times reasonably approved by Landlord which approval will not be unreasonably withheld, conditioned or delayed. Any repairs and maintenance of such generator shall be the sole responsibility of Tenant. To the extent that specifications for any of Landlord’s Work are not designated in this Section 4.1 above, such specifications shall be as otherwise expressly reasonably determined by Landlord and Tenant. Except as specifically set forth hereinin this Section 4.1, without Tenant hereby agrees to accept the Premises in its “as-is” condition and Tenant hereby acknowledges that Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made no representation or warranty by or from Landlord as to regarding the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business except as expressly provided in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken placeSection 4.1 above. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. The Premises “Initial Tenant Work” shall be delivered constructed by Landlord in accordance with, and subject to, the provisions hereof, and shall consist of the work to be described in the Construction Documents prepared pursuant to Section 5.4. The “Substantial Completion Date” shall mean the date on which Landlord has substantially completed the Initial Tenant Work. Landlord shall use reasonable efforts to substantially complete the Initial Tenant Work on or before the date (the “Estimated Term Commencement Date”) that is the first day of the seventh (7th) calendar month following the later of (i) with Landlord’s Work substantially completed in accordance with and Tenant’s mutual approval of the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, Construction Documents and (ii) except the issuance of the building permit for all of the Initial Tenant Work. In the event that the Substantial Completion Date is delayed beyond the Estimated Term Commencement Date (other than due to a Tenant Delay, as otherwise expressly defined below), then the “Estimated Term Commencement Date” set forth hereinin Section 1 of the Lease shall be delayed by one day for each day of such delay by Landlord in achieving the Substantial Completion Date. In addition, without Landlord shall perform the base building work described on Exhibit G attached hereto using Building standard materials (the “Base Building Work”). The cost of the Base Building Work shall be performed at Landlord’s expense. Landlord shall use reasonable efforts to substantially complete the Base Building Work on or before the Estimated Term Commencement Date. In the event that substantial completion of the Base Building Work is delayed beyond the Estimated Term Commencement Date (other than due to any representation request or warranty other delay caused by an act or from Landlord as omission of Tenant or any person acting under Tenant that shall constitute a Tenant Delay in accordance with Section 5.11 hereof) and to the condition extent such delay actually delays Tenant’s commencement of the Premises, the habitability of the Premises, the fitness occupancy of the Premises for the regular conduct of its business, then the “Estimated Term Commencement Date” set forth in Section 1 of the Lease shall be deemed to be delayed by one day for each day of such delay by Landlord in the substantial completion of the Base Building Work. For purposes hereof, “substantially complete” and “substantial completion” shall mean that the applicable work by Landlord under this Section 5.3 has been completed (including a temporary or permanent certificate of occupancy (or its equivalent) for the Permitted Use and/or the conduct of shall have been obtained and delivered to Tenant’s business ), other than Final Punchlist items to be completed in the Premises, or the zoning of the Premisesaccordance with Section 5.9 hereof. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date foregoing provisions shall be the date thatself-operative, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete but in confirmation thereof at Landlord’s sole cost request Tenant shall execute and expense deliver an instrument confirming the date on which substantial completion of such work occurred, provided that any failure by Tenant to execute and return such confirmatory instrument (or to provide written objection identifying the elements of the work that Tenant claims must be completed in order to achieve substantial completion of such work) within thirty five (305) days Business Days after mutual agreement of said punch-list or as soon thereafter as reasonably practicableits delivery to Tenant shall be deemed Tenant’s acknowledgement that the applicable work was substantially complete on the date set forth in such instrument.

Landlord’s Work. The Premises Landlord at its sole cost and expense shall construct a demising wall in the location depicted on Exhibit A attached hereto. RIDER NUMBER 1 TO SUBLEASE dated September 17, 2004 between Superstock, Inc., as Landlord, and Recruitmax Software, Inc., as Tenant OPTION TO RENEW 1. Landlord hereby grants Tenant one option to renew ("Renewal Option") the Sublease (not to include, for purposes of this Rider only, any Renewal Term, as hereinafter defined) for an additional term of two (2) years ("Renewal Term"), commencing as of the date immediately following the expiration of the Term, such option to be subject to the covenants and conditions hereinafter set forth in this Rider. 2. Tenant shall give Landlord irrevocable written notice ("Renewal Notice") of Tenant's election to exercise its Renewal Option not later than one hundred eighty (180) days prior to the expiration of the initial Term of the Sublease; provided that Tenant's failure to give the Renewal Notice by said date, whether due to Tenant's oversight or otherwise, shall render the Renewal Option null and void. 3. Tenant shall not be permitted to exercise any Renewal Option if this Sublease has terminated. Tenant's right to exercise the Renewal Option shall be delivered subject to Landlord's review and approval in Landlord's sole discretion of Tenant's financial statements at the time of delivery of the Renewal Notice. 4. Tenant shall be deemed to have accepted the Premises in "as-is" condition as of the commencement of the Renewal Term, subject to any other repair and maintenance obligations of Landlord under the Sublease, it being understood and agreed that Landlord shall have no additional obligation to renovate or remodel the Premises or any portion of the Building as a result of Tenant's renewal of the Sublease. 5. The covenants and conditions of the Sublease in force during the initial Term, as the same may be modified from time to time, shall continue to be in effect during the Renewal Term, except that the "Base Rent" for the first year of the Renewal Term shall be at the rate then prevalent in the Jacksonville, Florida suburban office market for similar properties (i"Fair Rental Value"), but in no event shall such rate be less than one percent (1%) above or be greater than five percent (5%) above the Base Rent for the year immediately preceding the first year of the Renewal Term, and shall escalate annually at the rate of three percent (3%). Fair Rental Value shall be determined in accordance with Landlord’s Work substantially completed Section 9.18 of the Master Lease. 6. Tenant's Renewal Option shall not be transferable by Tenant, except in conjunction with a permissible assignment of the Sublease in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition applicable provisions of the Premises, Sublease. In no event shall a subtenant have the habitability of right to exercise the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken placeRenewal Option. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. The Premises shall be delivered (a) At Landlord's expense, Lxxxxxxx agrees to Tenant construct Landlord's Work and improvements to the Additional Space (the “Landlord's Work”) in Landlord's Building standard manner, in a good and workmanlike manner, in compliance with all applicable laws and in accordance with (i) with Landlord’s Work substantially completed in accordance with Nxxxxx Architecture and Interiors space plan dated November 10, 2022 and revised January 6, 2023 - Project #PR1 R10/5 Plan #22.0022013.013/JNP/CFA including all Alternates on the Core and Shell Plans Alternates list except for Alternate #5 attached hereto and made a part hereof as Exhibit C and (the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order“Plans”), and (ii) except as otherwise expressly set forth hereinmechanical and engineering drawings (“MEPs”) to be prepared based upon the Plans. (b) Neither the preparation of the Plans and the MEPs, without any nor the review or approval thereof by Landlord constitutes a representation or warranty by Landlord that any such documents (i) are complete or from suitable for their intended purpose, or (ii) comply with Requirements; it being expressly agreed by Tenant that Landlord as assumes no responsibility or liability whatsoever to Tenant or to any other person or entity for such completeness or suitability. (c) If Tenant requests any changes to the condition Plans, Landlord shall not unreasonably withhold its consent to any such changes, provided the changes do not adversely affect the Building's structure, systems, equipment, appearance or value. Upon such a request by Txxxxx, and prior to Tenant being bound by the applicable proposed change order, Landlord shall reasonably promptly provide Tenant with written estimates of the Premisesincreased construction costs and the time delay associated with any proposed change order. If ordered by Tenant, Landlord shall implement such change order and Tenant shall bear such costs and shall pay such estimated increased costs to Landlord within 10 days of receipt of an invoice therefor at such time as the request is approved by Landlord. If the actual increased costs are greater than the estimated increased costs, Tenant shall pay the difference in increased costs to Landlord within 30 days of an invoice promptly upon demand therefor. The costs charged by Landlord to Tenant caused by Txxxxx's requesting changes to the Landlord's Work or the Plans shall be equal to the sum of (i) the amount of money Landlord has to pay to cause the Landlord's Work, as reflected by revised Plans, to be constructed above the costs that Landlord would have had to pay to cause the Landlord's Work to be constructed if no changes had been made to the Plans (“Differential”), (ii) any cancellation fees, reshipping charges or any other similar costs incurred by Landlord in connection therewith, and (iii) an amount equal to 5% of the Differential to compensate Landlord for its time and effort in connection with such changes. If such changes delay Lxxxxxxx's performance of the work shown on the Plans, then such delay shall constitute a Tenant Delay. Any other actions of Tenant, or inaction by Tenant, which delays Landlord in completing the Landlord's Work shown on such Plans shall also constitute a Tenant Delay. Whenever possible and practical, Landlord will utilize, for the construction of the Landlord's Work, the habitability items and materials designated in the Plans; provided, however, that whenever Landlord reasonably determines in its judgment that it is not practical or efficient to use such materials, Landlord shall have the right to substitute comparable items and materials (or of better quality at no cost to Tenant if no such comparable item exists or is readily obtainable; at no time shall Tenant be required to accept an inferior substitute because of the Premises, the fitness unavailability of the Premises for the Permitted Use and/or the conduct of Tenant’s business item specified). If Txxxxx refuses to grant such consent, and Landlord is reasonably delayed in causing the Premises, or any part thereof, to be Substantially Complete because of Tenant's failure to permit the zoning substitution of comparable items and materials (or of better quality at no cost to Tenant if no such comparable item exists or is readily available), such delay shall constitute a Tenant Delay. (d) Tenant shall pay to Landlord a sum equal to any actual cost to Landlord in completing the Landlord's Work resulting from any Tenant Delay. (e) Except as hereinafter provided, no Tenant Parties shall enter the Additional Space during the performance of the PremisesLandlord's Work. The existence Tenant hereby designates Jxxx Xxxxxx as its authorized agent (“Tenant's Construction Agent”) for the purpose of submitting to Landlord and authorizing any “punchlist”-type items shall not postpone Change Orders and for the Commencement Date purpose of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction consulting with Landlord as to any and all aspects of Landlord’s 's Work. Tenant's Construction Agent shall have the right to inspect the Additional Space during the course of the Landlord's Work to be delayed, the Commencement Date provided Txxxxx's Construction Agent shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken placemake a prior appointment with Landlord and/or its contractor at a mutually convenient time. 2.2.1. Within (f) Subject to a mutually acceptable schedule, Tenant will have access to the Additional Space ten (10) days after prior to the Additional Space Commencement Date, solely for the purpose of installing telephone and communication systems, security equipment, related cabling, moving furniture, and other similar requirements, at no charge to Tenant. If Txxxxx enters upon the Additional Space prior to the completion of the Landlord's Work, (a) Tenant shall comply with the provisions of this Lease, and (b) Tenant shall indemnify and save Landlord delivers harmless from and against any and all Losses arising from or claimed to arise as a result of (i) any act, neglect or failure to act of Tenant or anyone entering the Premises Additional Space with Tenant's permission, or (ii) any other reason whatsoever arising out of Tenant's entry upon the Additional Space prior to the Additional Space Commencement Date. (g) Because Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection be in possession of the Premises during the performance of the Landlord's Work and a portion of the Landlord’s 's Work will impact the Original Premises, Tenant shall (i) not interfere with the execution and performance of any of the Landlord's Work, and (ii) take all reasonable steps requested by Landlord or its contractor(s) to create provide working areas within the Original Premises required by Landlord or its contractors, so that the Landlord's Work will not be delayed by the presence of Tenant's personnel in the Original Premises. Landlord shall use reasonable efforts to minimize interference with Txxxxx's use and occupancy of the Original Premises during the performance of the Landlord's Work. Notwithstanding anything to the contrary contained in the Lease, in no event shall Landlord's (or its contractors') entry upon the Original Premises for the purposes of performing the Landlord's Work be deemed to be an agreed upon list specifying those decoration eviction, actual or constructive, of Tenant from the Original Premises or any portion thereof, nor shall anything contained in this Section 7 or any action of Landlord in accordance herewith relieve or excuse Tenant from its obligations and duties under the Lease, as amended by this Amendment. (h) Tenant hereby assumes all risk to Tenant's trade fixtures, fixtures and other punch-list items which require completionpersonal property (“Tenant's Property”) arising in connection with the performance of the Landlord's Work, which items Landlord will thereafter diligently complete at except to the extent caused by the gross negligence or willful misconduct of Landlord’s sole , its agents, employees or contractors. Tenant hereby releases Landlord, its agents, employees and contractors, from and against any claim, loss, cost and expense within thirty (30) days after mutual agreement or liability for damage to Tenant's Property or for injury to any persons resulting or claimed to have resulted in connection with the Landlord's Work, except to the extent caused by the gross negligence or willful misconduct of said punch-list or as soon thereafter as reasonably practicable.Landlord, its agents, employees or

Landlord’s Work. The Premises shall be delivered (a) Landlord agrees to Tenant construct the Base Building (ias defined in the Development Agreement) and the Site Improvements (“Landlord’s Work”), at its expense in a good and workmanlike manner and in compliance with all Laws (as defined in Section 12), all Permitted Encumbrances and the terms and provisions of the Development Agreement. All of Landlord’s Work substantially shall be completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in at Landlord’s Work in good working ordersole cost and expense, and (ii) without contribution from Tenant, except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to in the condition of the Premises, the habitability of the Premises, the fitness Development Agreement. (b) The Rentable Area of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premisesshall be 109,751 rentable square feet. (c) Prior to August 22, or the zoning 2013, Landlord shall provide Tenant with (i) reasonable evidence that Landlord has obtained construction financing and equity commitments sufficient to pay all costs of the Premises. The existence of any “punchlist”-type items shall not postpone Project, and (ii) the Commencement Date of this LeaseNDA required by Section 28(b) below. If Tenant or Tenant’s employeesLandlord fails to provide such items prior to August 22, agents or contractors cause construction of Landlord’s Work to be delayed2013, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred and if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create failure continues for an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within additional thirty (30) days after mutual agreement written notice from Tenant, Tenant shall be entitled to terminate this Lease without limiting Tenant’s other rights and remedies with respect to such failure. (d) In the event (i) Landlord does not commence vertical construction of said punch-list the Building on or as soon thereafter as reasonably practicablebefore February 22, 2014, (ii) Landlord abandons construction of the Building or ceases construction activities related to the Project after the commencement of vertical construction for a period longer than ninety (90) days for reasons other than Tenant Delay or Force Majeure (or for more than one hundred twenty (120) days for reasons other than Tenant Delay only), (iii) the Substantial Completion Date does not occur within one hundred eighty (180) days after the scheduled Commencement Date herein for reasons other than Tenant Delay or Force Majeure or (iv) the Substantial Completion Date does not occur within two hundred forty (240) days after the scheduled Commencement Date herein for reasons other than Tenant Delay (regardless of Force Majeure), then, without limiting any other remedies available to Tenant at law or in equity, Tenant may terminate this Lease, which such right to terminate must be exercised at any time after the lapse of time giving rise to such termination right but no later than thirty (30) days after the date Landlord notifies Tenant in writing that Tenant is entitled to exercise such termination right.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the Common Areas of the Center, the roofs (structural portions only), exterior walls and other structural portions of the Buildings, any demising walls between Tenant’s portion of the Phase II Building and the retail portion of the Phase II Building (other than painting, minor surface damage and other cosmetic matters affecting only Tenant’s side of any such demising walls), and any building systems that serve, in common, both Tenant’s portion of the Phase II Building and the retail portion of the Phase II Building. The Premises cost of all work performed by Landlord under this Section 12.1 shall be delivered an Operating Expense hereunder, except to Tenant the extent such work (i) with is required due to the negligence of Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) is a capital expense not includible as an Operating Expense under Section 9.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof, subject to the release set forth in Section 14.4 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s expense, except as otherwise to the extent expressly set forth hereinin Section 12.1(b), without or to offset the cost thereof against rent, under any representation law, statute, regulation or warranty ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by or from Landlord as to the condition on any of the Premises, the habitability of the Premises, the fitness of the Premises Buildings under Section 12.1(a) and such failure continues for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days or more after mutual agreement Tenant gives Landlord written notice of said punchsuch failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-list day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then except as otherwise expressly excluded herein, Tenant shall have the right to perform such repairs or as soon thereafter as reasonably practicablemaintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the 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 cost of any such work against rent or other charges falling due from time to time under this Lease. Moreover, under no circumstances shall this Section 12.1(b) authorize Tenant to perform any of Landlord’s repairs or maintenance obligations (x) in the Phase II Building, except to the extent the conditions requiring repair or maintenance affect only Tenant’s portion of the Phase II Building and not the retail portion of the Phase II Building, or (y) in the Common Areas of the Property.

Landlord’s Work. The Premises shall be delivered to Tenant (i) with Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation 31.1 On or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone before the Commencement Date (subject to an Event of this Lease. If Force Majeure and any delays arising due to the act or omission of Tenant or Tenant’s employeesits Agents), agents Landlord will construct or contractors cause construction to be constructed a fitness facility on the first (1st) floor of the Building for the use of the tenants of the Building (the “Fitness Center”’). Landlord will provide Tenant with the plans and specifications for the Fitness Center promptly following Landlord’s Work approval thereof, as well as a list of the equipment Landlord will place in the Fitness Center; however, Tenant will not have a right to be delayedmodify, object to, or make comments to such plans and specifications. During the Commencement Date shall be Term, Landlord will operate and maintain the date that, In Fitness Center in a manner consistent with other fitness facilities in buildings comparable to the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken placeBuilding in the West Houston/Energy Corridor submarket. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with 31.2 Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s its sole cost and expense within thirty (30but not to exceed $200,000.00), will update the elevator lobby and restrooms located on the third (3rd) days after mutual agreement floor of said punch-the Building as determined by Landlord in its sole discretion. Landlord will provide Tenant with the plans and specifications for the upgrade promptly following Landlord’s approval thereof; however, Landlord will use reasonable efforts to accommodate Tenant’s reasonable comments to such plans and specifications. 31.3 On or before the Commencement Date (subject to an Event of Force Majeure and any delays arising due to the act or omission of Tenant or its Agents), Landlord will construct or cause to be constructed a conference facility on the third (3rd) floor of the Building for the use of the tenants of the Building (the “Conference Center”). Landlord will provide Tenant with the plans and specifications for the Conference Center promptly following Landlord’s approval thereof, as well as a list of the equipment Landlord will place in the Conference Center; however, Tenant will not have a right to modify, object to, or as soon thereafter as reasonably practicablemake comments to such plans and specifications. During the Term, Landlord will operate and maintain the Conference Center in a manner consistent with other conference facilities in buildings comparable to the Building in the West Houston/Energy Corridor submarket.

Landlord’s Work. The Premises A. A complex of building 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 shall install metal stud framing only, after Tenant has performed any demolition necessary to accommodate installation of said framing. Such stud framing shall extend from the floor slab of the leased premises to the 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. 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 delivered 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 such a development or in such an expansion wing, or if Tenant (i) with shall be unable to complete the construction of the leased premises and to open for business at the time that such development or expansion wing, as applicable, first opens for business to the public, Landlord shall provide, for Tenant's use during construction and demolition, a temporary barricade at the storefront lease line. Tenant shall reimburse Landlord $45.00 per lineal foot of storefront lease line for any such temporary barricade provided by Landlord’s . Landlord shall remove the storefront barricade upon completion of Tenant's Work substantially completed in accordance with and when Tenant is prepared to open for business as determined by Landlord. Landlord shall have the Core option, by written notice to Tenant, to require Tenant to remove the storefront barricade and Shell Plans attached hereto to store the same at a location specified by Landlord within the regional retail development. In the event of such removal by Tenant, Tenant shall be responsible for any damage 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 occupant, the provision of utility connections by Landlord shall be as set forth under Section II of Exhibit C B-i. If the entire leased premises shall have been previously occupied, and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in following utilities or utility stubs are not contained within the premises, Landlord shall cause said utilities to be extended to within the leased premises at a point which is closest to Landlord’s Work in good working order's pickup point. Such utilities shall include: sanitary, domestic cold water, plumbing vent (where applicable), fire protection, and air conditioning supply duct stub (iiwhere applicable) except as otherwise expressly set forth hereinRefer to Exhibit B-i (and/or to other construction exhibits, without any representation or warranty by or from Landlord as if any, attached to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.for additional information on certain utilities

Landlord’s Work. The A. A complex of building 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 shall install metal stud framing only, after Tenant has performed any demolition necessary to accommodate installation of said framing. Such stud framing shall extend from the floor slab of the Leased Premises to the underside of the floor or roof structure. Xxxxxx’s reimbursement to Landlord for Xxxxxx’s share of the cost of such work is included in the fee identified in Exhibit B-1 for Landlord provided facilities. 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. 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 delivered able to Tenant (i) with Landlord’s Work substantially completed in accordance with complete its construction within the Core and Shell Plans attached hereto as Exhibit C and Leased Premises prior to such opening, Landlord shall not provide a temporary barricade at the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working orderstorefront lease line, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition extent that Landlord shall determine that such barricade is necessary or desirable. If the Leased Premises are not located in such a development or in such an expansion wing, or if Tenant shall be unable to complete the construction of the PremisesLeased Premises and to open for business at the time that such development or expansion wing, as applicable, first opens for business to the habitability of public, Landlord shall provide, for Tenant’s use during construction and demolition, a temporary barricade at the Premises, storefront lease line. Tenant shall reimburse Landlord for any such temporary barricade provided by Landlord. Landlord shall remove the fitness of the Premises for the Permitted Use and/or the conduct storefront barricade upon completion of Tenant’s Work and when Xxxxxx is prepared to open for business in as determined by Landlord. Landlord shall have the option, by written notice to Tenant, to require Tenant to remove the storefront barricade and to store the same at a location specified by Landlord within the regional retail development. In the event of such removal by Tenant, Tenant shall be responsible for any damage 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 occupant, the 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, and the following utilities or utility stubs are not contained within the Leased Premises, or Landlord shall cause said utilities to be extended to within the zoning of the PremisesLeased Premises at a point which is closest to Landlord’s pickup point. The existence of any “punchlist”-type items Such utilities shall not postpone the Commencement Date of 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 to other construction exhibits, if any, attached to this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place) for additional information on certain utilities. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. The Premises shall be delivered term “Minor Changes” means changes to Tenant the Approved Construction Drawings or Approved Budget that (ia) with are necessary or appropriate in the reasonable judgment of Landlord’s Work substantially completed in accordance with , the Core and Shell Plans attached hereto as Exhibit C and Architect or the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working orderGeneral Contractor, (b) do not adversely impact the structure of the New Building, and (iic) except do not exceed the applicable line item in the Approved Budget (including applicable contingencies) by more than $25,000 in a single instance, or by $150,000 in the aggregate. Landlord shall notify Tenant of any Minor Changes in advance, if practical, and promptly if advance notice is not practical, and such notice shall state the anticipated effect on the Approved Budget as otherwise expressly set forth hereina result of all Minor Changes made to the date of such notice. Landlord agrees not to make any changes to the Approved Construction Drawings or the Approved Budget other than Minor Changes, without any representation or warranty by or from Landlord Tenant’s prior written consent as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business such change and any increase in the PremisesNew Building Project Costs associated therewith that are not provided for in or accommodated by the Approved Budget, or the zoning of the Premises. The existence of any “punchlist”-type items which consent shall not postpone the Commencement Date of this Leasebe unreasonably withheld, conditioned or delayed. If Tenant fails to respond to a request to approve any change, other than a Minor Change, to the Approved Construction Drawings or Tenant’s employees, agents or contractors cause construction of Approved Budget proposed by Landlord within such five (5) business days after Landlord’s Work to be delayed, the Commencement Date request (which request shall be accompanied by reasonable supporting documentation detailing the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completedproposed change), Tenant shall conclusively be deemed to have approved the proposed change. If Tenant shall notify Landlord of its objection to a change, other than a Minor Change, to the Approved Construction Drawings or Approved Budget proposed by Landlord within such five (5) business day period, Landlord and Landlord will conduct a joint walk-through inspection of Tenant shall reasonably share records and estimates, rebid the Premises change at issue (if mutually agreed), and Landlord’s Work cooperate to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or resolve any such differences as soon thereafter as reasonably practicable.possible. Office Lease Exhibit G, Page 5

Landlord’s Work. The Premises Prior to delivery of possession, Landlord shall be delivered to Tenant (i) with Landlord’s Work substantially completed in accordance with the Core furnish and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working orderinstall, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty expense, certain new leasehold improvements in the Demised Premises (30the “Landlord’s Work”), which shall be performed by Landlord and/or its agents and subcontractors in a good and workmanlike manner. An affiliate of Landlord, namely, Minkoff Development Corporation (“MDC”), shall act as general contractor and construction manager for Landlord’s Work. The scope of Landlord’s Work shall be as follows, and unless otherwise noted, all materials, finishes, fixtures, hardware and equipment installed as part of Landlord’s Work shall be selected from Landlord’s Building Standard items: Ø Construct a full height, 2 hour rated demising wall along column line 11 on the second floor of the Building, located on the column line 10 side of column line 11, as shown on the Building architectural drawings prepared by DNC Architects, Inc. The wall will be taped, spackled, sanded and ready for painting by Tenant. All existing improvements that (i) days are in the way of constructing the new demising wall, or (ii) penetrate the new wall will be disconnected and/or demolished on the Tenant’s side of the new demising wall; they will not be reconnected and/or reconstructed in the Demised Premises. Accordingly, to the extent that the existing plumbing, electrical, HVAC and mechanical systems are affected by the construction of the new demising wall, they will not be in good working order on the date Landlord delivers possession of the Demised Premises to Tenant, as Tenant will be modifying and completing those systems as part of Tenant’s Work. Ø Construct a full height, 2 hour rated demising wall along column line 13 on the first floor of the Building, located on the column line 12.5 side of column line 13 and immediately adjacent to the existing wall on column line 13. The wall will be taped, spackled, sanded and ready for painting by Tenant. All existing improvements that (i) are in the way of constructing the new demising wall, or (ii) penetrate the new wall will be disconnected and/or demolished on the Tenant’s side of the new demising wall; they will not be reconnected and/or reconstructed in the Demised Premises. Accordingly, to the extent that the existing plumbing, electrical, HVAC and mechanical systems are affected by the construction of the new demising wall, they will not be in good working order on the date Landlord delivers possession of the Demised Premises to Tenant, as Tenant will be modifying and completing those systems as part of Tenant’s Work. Ø Remove all HVAC ductwork and controls between column lines 8 and 11 on the second floor that are connected to the existing VAV roof top unit. That VAV unit will only serve the adjacent tenant space after mutual agreement completion of said punch-list or the Landlord’s Work. Tenant, as soon thereafter part of Tenant’s Work, will furnish and install the HVAC equipment, ductwork and associated controls to serve this area. Ø Remove all HVAC ductwork and controls between column lines 11 and 13 on the first floor that are connected to the two (2) existing constant volume roof top units “B”. One (1) of those units will continue to serve the Tenant’s space between column lines 11 and 13 on the first floor. Landlord shall furnish and install the main supply and return ducts from that unit, and shall stub them through the new demising wall on column line 13 into the Demised Premises. Tenant, as reasonably practicablepart of Tenant’s Work, shall complete the HVAC ductwork and control system for this area. Ø Disconnect all lighting fixtures and switches, power receptacles, battery packs and exit lights whose circuits cross the new demising walls on each floor, and remove the circuit back to the nearest junction box. On the first floor, completely remove the existing UPS room. Ø Provide any modifications to the sprinkler system and fire alarm system that are required due to the construction of the new demising walls. Ø Remove all debris created by constructing the new demising walls, and leave the Premises broom clean.

Landlord’s Work. The Premises parties hereby agree that all aspects of Landlord’s Work shall be delivered subject to the prior written approval by Tenant, which shall not be unreasonably withheld, conditioned or delayed, including, without limitation, the following: a. The plans and specifications for Landlord’s Work (“Landlord’s Plans”); b. The contractor (“Landlord’s Contractor”) and all primary subcontractors and engineers to perform Landlord’s Work; c. The contract for Landlord’s Work (“Landlord’s Contract”), including, without limitation, all schedules and the duration of time allocated for the work to each floor, the phasing schedule for each floor, the liquidated damages provisions of Landlord’s Contract and the procedures to be followed by Landlord’s Contractor in order to minimize delay and interference. The parties hereby acknowledge their agreement on the preliminary plans and specifications for Landlord’s Work which are shown in Schedule 4, attached hereto and made a part hereof. Landlord and Tenant hereby agree that on or before July 1, 2014: (i) with the parties shall agree upon the final plans and specifications for Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working orderWork, and (ii) except as otherwise expressly Landlord shall enter into Landlord’s Contract for Landlord’s Work. Landlord shall secure all consents and approvals for Landlord’s Work, all with the approval of Landlord and Tenant and such that Landlord’s Work shall commence on September 8, 2014. The review and approval of either party to Landlord’s Plans shall not imply that either party has confirmed that such plans comply with applicable laws, codes, rules and regulations. All costs and expenses for Landlord’s TI Work shall be borne by Landlord and shall be paid by Landlord, to the extent of the Allowance. As to the plans and specifications for Landlord’s Work, the parties shall diligently work together to agree on the final Landlord’s Plans prior to the deadline set forth herein, without any representation or warranty by or from Landlord as above. With respect to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction approval of Landlord’s Work to be delayedContractor and all primary subcontractors and engineers, the Commencement Date shall be parties hereby agree on the date that, In the opinion of Landlord’s following: a. The architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with for Landlord’s Work substantially completedshall be Xxxxx Xxxxxxx Architect, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Inc.; b. Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Elevator Contractor shall be Xxxx Elevator Company; c. Landlord’s sole cost MEP engineer shall be Xxxx Xxxxxxxxx Cartier Engineering, Inc.; d. Landlord’s Contractor shall be Xxxxxxxxx & Gorrie, or such replacement reasonably acceptable to Landlord and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicableTenant.

Landlord’s Work. The Premises Following execution of this Lease by Landlord and Tenant, Landlord shall cause the Landlord's Work to be delivered to Tenant (i) with Landlord’s Work substantially completed in accordance with (i) the Core TI Plans, and Shell (ii) Landlord's standard tenant finishes for the Building as modified by the TI Plans. Tenant acknowledges that, as provided in Paragraph 4 of this Lease, the Premises will be built out in two Phases. The TI Plans will be developed as follows: 3.1. Promptly following the execution of this Lease, Tenant shall meet with the Tenant Improvement Planner and cause the Tenant Improvement Planner to prepare (and deliver to Landlord and Tenant) detailed design development plans and specifications for the Landlord's Work acceptable to Tenant which (i) utilize Landlord's Building-standard materials and finishes (which for purposes hereof will mean the materials and finishes as described on attached hereto Attachment No. 1, including the Memo modifying Landlord's Building-standard materials and finishes included in such Attachment No. 1) and (ii) as Exhibit C to floors two through eight of the Building (as well as the 9th Floor if such floor is added to the Premises pursuant to the Addendum to Lease being executed concurrently herewith), substantially conforming to an "open floor plan" design with eight to ten offices. The Preliminary TI Plans shall not include any of Tenant's furniture, fixtures, or equipment or any other elements of the Tenant's Work, and must reflect all of the Landlord's Work to be performed as part of Landlord's Work. Any work not so included (or reasonably inferable therefrom—such as, by way of example, if windows are shown in the TI Plans, but no frames for the windows were shown, such frames would be inferable) will not constitute part of Landlord's Work. Landlord shall, within five business days following its receipt of the Preliminary TI Plans, either provide written approval of such Preliminary TI Plans or provide in writing to Tenant with the reasons that Landlord is withholding such approval—which reasons must be reasonable; except that Landlord shall have the right in its sole and absolute discretion, to approve or disapprove of the cost of the work reflected in such Preliminary TI Plans and shall be entitled to disapprove the Preliminary TI Plans on the sole basis of the estimated cost thereof, except to the extent such costs are incurred with respect to Landlord's Building-standard materials and finishes or reasonably comparable substitutes thereof which do not increase Landlord's costs or delay the availability of such materials or finishes. If Landlord does not approve the Preliminary TI Plans pursuant to the preceding sentence, Landlord shall immediately cause the Tenant Improvement Planner to again meet with Tenant to have the Preliminary TI Plans revised, in a manner acceptable to Tenant and consistent with Landlord's comments, and then resubmitted to Landlord for approval (with such subsequent approvals/disapprovals being provided by Landlord within five business days of the complete submittal of the revised Preliminary TI Plans). Subject to Paragraph 3.2, below, the foregoing process will continue until Landlord has approved the Preliminary TI Plans. Once Landlord has approved the Preliminary TI Plans, Landlord shall cause the Tenant Improvement Planner to prepare complete, detailed working plans and specifications (which conform to and are consistent with the approved Preliminary TI Plans) sufficient to obtain the necessary building permits and to then fully complete the TI Work (the "TI Plans"); which TI Plans will then serve as the basis for Landlord to undertake and to complete the Landlord's Work. 3.2. Notwithstanding anything to the contrary contained in the Lease or this Work Letter, if Landlord and Tenant, in each of their reasonable discretion, are unable to agree upon the Preliminary TI Plans within 30 days of the date of this Lease, or agree upon the TI Plans within 60 days of the date that the Preliminary TI Plans are mutually agreed to, then Landlord or Tenant may, upon ten business days written notice to the other party (during which time such TI Plans remain unapproved), terminate this Lease, whereupon neither Landlord or Tenant shall have any further rights or obligations under this Lease (except for obligations which pursuant to this Lease are to survive termination of this Lease) and Landlord shall immediately return to Tenant all amounts delivered by Tenant to Landlord pursuant to the terms of this Lease. Notwithstanding anything to the contrary contained in this Lease, if a permit required for construction of Landlord's Work has not been issued on or before that date which is 90 days (as such date may be extended due to Tenant Delays) following the date that the TI Plans for Phase I are mutually approved by Landlord and Tenant pursuant to this Work Letter, then Tenant, in its sole and absolute discretion, may terminate this Lease, whereupon neither Landlord or Tenant shall have any further rights or obligations under this Lease (except for obligations which pursuant to this Lease are to survive termination of this Lease) and Landlord shall immediately return to Tenant all amounts delivered by Tenant to Landlord pursuant to the terms of this Lease. 3.3. Landlord shall select the Landlord's Contractor in accordance with the procedure set forth in this Paragraph 3.3. Landlord will competitively bid the Landlord's Work with several qualified tenant finish contractors—and Tenant shall have the right to provide Landlord with the names of up to two potential contractors from whom Landlord will request bids if reasonably satisfactory to Landlord. Any delay by Tenant in responding within three business days to a written notice delivered to Tenant requesting the names of any such proposed contractors, will constitute a waiver of Tenant's right hereunder. Landlord agrees to respond within five business days of written request from Tenant, to any request that Landlord include a potential general contractor proposed by Tenant in the bidding process. Following such bidding process, Landlord will enter into a contract with the chosen bidder to construct the Landlord's Work (such selected contractor being the "Landlord's Contractor" for purposes hereof). Landlord reserves the right to bid Phase I and Phase II together or separately. 3.4. The Landlord's Work shall be completed by Landlord's Contractor in a diligent and good and workmanlike manner (recognizing Landlord's right to accelerate the progress of Phase I ahead of Phase II) in accordance with the approved TI Plans and in compliance with all applicable laws, codes, ordinances, and other governmental requirements then applicable to the Premises and the Building. At the time of tender of possession of the Premises to Tenant, the Building Shell Description and Definition attached hereto as Exhibit C-1 the building systems serving the Building will be in compliance with laws and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as the Building will include a watertight roof. Notwithstanding anything to the condition contrary in this Lease, Tenant's acceptance of possession of Landlord's Work shall not waive the Premises, the habitability foregoing obligation of the Premises, the fitness of Landlord to deliver the Premises for with the Permitted Use and/or Building and the conduct of Tenant’s business building systems serving the Building in compliance with laws and in good working order, and with the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant Building having a watertight roof and Landlord will conduct a joint walk-through inspection shall promptly remedy all violations of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete such covenant at Landlord’s its sole cost and expense within thirty (30) days after mutual agreement expense. 3.5. The cost of said punch-list or Landlord's Work, including both hard and soft costs, will be Landlord's sole responsibility, except as soon thereafter as reasonably practicableprovided below.

Landlord’s Work. The Premises Landlord shall provide Landlord’s Work, at its expense, in accordance with plans and specifications approved by Tenant, which approval shall not be unreasonably withheld or delayed. All electrical and plumbing work by Landlord shall be delivered in compliance with all applicable codes and Landlord will be responsible for delivering the Leased Premises in compliance with all applicable federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances and codes. In the event that Landlord will deliver the Leased Premises more than sixty (60) days before or after the Planned Delivery Date (as hereinafter defined), Landlord shall immediately send a written notice to Tenant not less than thirty (i30) with days prior to the Delivery Date. Landlord’s Work substantially is estimated to be completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working orderon or before October 15, and 2011 (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition time being of the Premisesessence) (the “Planned Deliver Date”). In the event the actual Deliver Date does not occur prior to November 1, the habitability 2011, Tenant will not be required to take possession of the PremisesLeased Premises until January 1, 2012 and, in such event the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Rent Commencement Date shall be postponed until the date thaton which Tenant opens for business in the Leased Premises. Additionally, In in the opinion of Landlord’s architect event the Delivery Date occurs (a) after the Planned Delivery Date but on or space plannerbefore November 18, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within 2011, Landlord shall pay to Tenant, upon ten (10) days after Landlord delivers the Premises of Tenant’s written demand, a late delivery fee equal to Tenant with Two Thousand and 00/100 Dollars ($2,000.00) for each day completion of Landlord’s Work substantially completedis delayed beyond the Planned Delivery Date prior to November 18, Tenant 2011, and (b) after November 18, 2011 Landlord will conduct a joint walk-through inspection shall pay to Tenant, upon ten (10) days of the Premises written demand, an additional late delivery fee equal to Three Thousand and 00/100 Dollars ($3,000.00) for each day completion of Landlord’s Work is delayed beyond November 18, 2011. In the event the Deliver Date does not occur prior to create an agreed upon list specifying those decoration March 1, 2012, Tenant shall have the right at its election to either (i) cancel and terminate this Lease and, in such event, the Sub-Sub-Sublease, as defined in Paragraph 54 shall continue, or (ii) continue the Lease in which event the annual Minimum Rent and all other punch-list items which require completionrents and charges due hereunder shall be adjusted so that, which items after the Rent Commencement Date, Tenant shall receive, in addition to the late delivery fees set forth in (a) and (b) above, rent credits equivalent to three (3) days of Minimum Rent and all rents other charges due hereunder for each day the completion of the Leased Premises is delayed. In the event Tenant elects to terminate this Lease pursuant to this Subparagraph 9.1, Landlord will thereafter diligently complete shall reimburse Tenant, within sixty (60) days of receipt of Tenant’s termination notice, for any Early Cessation Expenses incurred. In the event Landlord fails to pay to Tenant any applicable late delivery fees within the time period provided above, Tenant, in addition to all rights and remedies provided herein and under applicable law, shall have the right to offset such amount, plus interest at the Interest Rate and any costs and charges related to Landlord’s sole cost and expense failure to pay such amounts, against the rents due hereunder. Landlord’s Work shall be deemed completed when all of Landlord’s Work shall have been completed except for punchlist items that shall not affect Tenant’s Use or the accessibility or appearance of the Leased Premises. In the even such punchlist items or any portion of Landlord’s Work (including any items to be purchased by Landlord) are not completed within thirty (30) days after mutual agreement of said punch-list the date Tenant opens for business in the Leased Premises, Tenant shall have the right, but not the obligation, to complete all or as soon thereafter as reasonably practicablea portion of the aforementioned items and offset the cost of such work against the rent due hereunder.

Landlord’s Work. The Landlord, in a good and workmanlike manner and using Building standard materials and finishes, shall construct and do such other work in the Fifth Amendment Additional Premises shall be delivered to Tenant (i) with collectively, “Landlord’s Work substantially completed Work”) in accordance substantial conformity with the Core plans and Shell Plans outline specifications of the plan, prepared by dated , attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in “A”. 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’s Work is delayed in good working order, being Substantially Completed (as hereinafter defined) as a result of: (i) Tenant’s failure to furnish plans and specifications or 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; (ii) except Tenant’s request for materials, finishes or installations other than Landlord’s standard; (iii) Tenant’s changes in said plans, including but not limited to any Change Order (as otherwise expressly set forth hereinhereinafter defined); (iv) the performance or completion of any work, without labor or services by Tenant or any representation party employed or warranty engaged by or from Landlord as on behalf of Tenant; or (v) Tenant’s failure to the condition of the Premisesapprove final plans, the habitability of the Premises, the fitness of the Premises working drawings or reflective ceiling plans within five (5) business days following Landlord’s written request to Tenant for the Permitted Use and/or the conduct of same (each, a “Tenant’s business in Delay”); then the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Fifth Amendment Additional Premises Commencement Date and the payment of this Lease. If Fixed Rent hereunder shall be accelerated by the number of days by which such Tenant or Tenant’s employees, agents or contractors cause construction of Delay caused Landlord’s Work to be delayeddelayed in being Substantially Completed. If any change, revision or supplement to the Commencement Date shall be scope of the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completedis requested by Tenant (“Change Order”) then all such increased costs associated with such Change Order shall be paid by Tenant upfront and the occurrence of the Change Order shall not change the Fifth Amendment Additional Premises Commencement Date and shall not alter Tenant’s obligations under the Lease. After receipt of notification from Landlord, Landlord and Tenant and Landlord will conduct shall schedule a joint walkpre-through occupancy inspection of the Fifth Amendment Additional Premises and at which time a punchlist of outstanding items, if any, shall be generated. Within a reasonable time thereafter, Landlord shall complete the punchlist items to Tenant’s reasonable satisfaction. Except for Landlord’s Work obligation to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at the Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list Work, Tenant shall lease the Fifth Amendment Additional Premises in “AS IS” condition, without representation or as soon thereafter as reasonably practicablewarranty.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the roof (structural portions only), exterior walls and other structural portions of the Building. The Premises cost of all work performed by Landlord under this Section 12.1 shall be delivered an Operating Expense hereunder, except to Tenant the extent such work (i) with is required due to the negligence of Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) is a capital expense not includible as an Operating Expense under Section 9.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's expense, except as otherwise to the extent expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the PremisesSection 12.1(b), or to offset the zoning of the Premises. The existence of cost thereof against rent, under any “punchlist”-type items shall not postpone the Commencement Date of this Lease. law, statute, regulation or ordinance now or hereafter in effect. (b) If Tenant Landlord fails to perform any repairs or Tenant’s employees, agents or contractors cause construction of Landlord’s Work maintenance required to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if performed by Landlord under Section 12.1(a) and such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within failure continues for thirty (30) days or more after mutual agreement Tenant gives Landlord written notice of said punchsuch failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-list 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 as soon thereafter as reasonably practicablemaintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the 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 cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. The Landlord shall construct the Premises shall be delivered in accordance with Landlord’s obligations as set forth in the work letter attached hereto as Exhibit B, and hereinafter referred to as “Landlord’s Work”. Landlord will deliver the Premises to Tenant (i) with all of Landlord’s Work substantially completed in accordance with the Core (except for minor and Shell Plans attached hereto as Exhibit C non-material punch list items that Landlord and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct Tenant reasonably agree will not delay completion of Tenant’s business Work, as defined in the Premises, subparagraph B of this Article) on or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone before the Commencement Date or other date specified in Exhibit B. As of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completedTenant, Tenant all lighting fixtures shall be in proper working order (subject to minor issues customarily treated as punch list matters) and Landlord will conduct a joint walk-through inspection of all interior glass walls and all other walls shall be intact (and all loose impediments, pallet shelving and other freestanding equipment in the Premises and Landlordshall be removed) per the prior tenant’s Work floor plan as viewed by Tenant on March 19, 2008, with any repairs or replacements to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete such glass walls that are needed shall be at Landlord’s sole cost and expense within (and shall not be paid for from the Tenant Improvement Allowance). If Landlord is delayed in completing Landlord’s Work by strike, shortages of labor or materials, delivery delays, delays caused by Tenant or other matters beyond the reasonable control of Landlord, then Landlord shall give notice thereof to Tenant and the date on which Landlord is to turn the Premises over to Tenant for Tenant’s Work and the Commencement Date shall be postponed for an equal number of days as the delay as set forth in the notice. Providing, however, if such delays exceed ninety (90) days, then either Landlord or Tenant upon notice to the other shall have the right to terminate this Lease without liability to either party. If the Commencement Date is postponed as described above, Tenant shall execute a writing confirming the Commencement Date on such form as set forth in Exhibit E attached hereto upon Landlord’s request. So long as Tenant’s early access to the Premises does not interfere with Landlord’s Work in the Premises, Landlord shall (a) provide Tenant with access to the Premises immediately following the Effective Date for the limited purpose of viewing and measuring the Premises during Tenant’s design and layout process, (b) provide Tenant early occupancy at least sixty (60) days prior to the Commencement Date to allow Tenant to complete its cabling and equipment installation, and (c) provide Tenant early occupancy at least thirty (30) days after mutual agreement prior to the Commencement Date to allow Tenant to complete its fixturing and furnishing work. Tenant’s early access and possession of said punch-list or as soon thereafter as reasonably practicablethe Premises shall be upon all of the terms and conditions of this Lease except Tenant shall pay no rent with respect to such early possession period.

Landlord’s Work. The Premises (a) No later than the Effective Date, Landlord shall cause to be delivered to Tenant for Tenant’s review (ior otherwise make available to Tenant in the plan room located in the lower level of the Building) with all construction and mechanical engineering plans and documents (both those in hard copy and CAD) in Landlord’s possession in order for Txxxxx’s architect to review and complete the Tenant fitout planning for Landlord’s Work substantially completed for the Premises containing sufficient detail in order for Landlord (or the Approved Contractor) to obtain all applicable permits and governmental approvals and otherwise consistent with the Landlord’s Work (the “ Construction Drawings”) . Landlord represents to Tenant it has provided to Tenant a full set of CAD drawings for the third floor of the Building and hard copy plans for the remainder of the Building, but otherwise cannot assure Tenant or its architect that it can provide further existing architectural or mechanic plans for the Building that Tenant or its architect may require. Tenant shall cause to be delivered to Landlord on or before June 15, 2017 the Construction Drawings for Landlord’s approval, which approval of Landlord shall not be unreasonably withheld, conditioned or delayed and will be granted or withheld within five (5) days after Txxxxx’s delivery of same to Landlord. If Landlord disapproves the proposed Construction Drawings, Landlord shall specify the basis for such disapproval in reasonable detail, and Tenant will cause its architect to revise the Construction Drawings to address such deficiencies and promptly submit the same to Landlord. The scope of Landlord’s review of any such revised Construction Drawings will be limited to Txxxxx’s architect’s correction of the items specified by Landlord in Landlord’s notice of disapproval. Landlord will notify Tenant of Landlord’s approval or disapproval of such revised Construction Drawings within five (5) days following receipt of same, and this process shall continue until Landlord has approved the Construction Drawings (with such approved Construction Drawings constituting the “ Approved Construction Drawings ”). Landlord and Tenant confirm and agree that the Approved Constructing Drawings shall be fully approved by July 1, 2017 in order to allow the parties sufficient time to timely approve the Landlord’s Approved Contractor and complete Landlord’s Work in accordance with this Lease. (b) As set forth in the prior paragraph (a), Landlord and Tenant shall on or before July 1, 2017 agree upon the work to be done within the Premises as shown on the Approved Construction Drawings by the Landlord (by and through the Approved Contractor) prior to the Term Commencement Date (the “ Landlord’s Work ”) pursuant to the Approved Construction Drawings. Tenant shall have the right, as part of Landlord’s Work, to install in the Premises and thereafter maintain and operate its own heating, ventilating, and/or air-conditioning units to provide heating, ventilating and cooling to the Premises, including without limitation, equipment and support structures in a portion of the Building or Land outside the Premises as requested by Tenant and reasonably approved by Landlord (collectively, the “ Supplemental HVAC ”), which Supplemental HVAC shall be subject to Landlord’s reasonable approval, as more particularly described in Section 3.5(a) hereof. Landlord and Txxxxx agree to mutually cooperate with one another in finalizing the Landlord’s Work schedule. The portion of the cost of Landlord's Work in the amount of the Tenant’s Share of the Landlord’s Work Costs shall be borne by Tenant, with the balance borne and paid for entirely by Landlord, as more fully set forth below in Section 3.6. The Landlord's Work shall be performed by Landlord's Approved Contractor to be selected in accordance with this Lease and the cost of Landlord's Work shall include, without limiting the generality of the foregoing, (a) the entire cost of demolishing the existing improvements and building out the Premises in accordance with the Core Approved Construction Drawings, (b) the cost of all materials and Shell Plans attached hereto labor related to the Landlord's Work and all permit fees, (c) the cost of full scale architectural and engineering costs in connection therewith (including the cost of Tenant’s architect), (d) a construction management fee payable to Lincoln Property Company (or any affiliated entity) equal to three percent (3%) of the so-called “hard costs” of the Landlord’s Work, and (e) the "Cost of the Work", as Exhibit C defined in AIA Document A111 (1987 Edition) (and also specifically including the Building Shell Description cost of the general conditions of the Approved Contractor). Landlord’s Work shall otherwise be performed in a good and Definition attached hereto as Exhibit C-1 workmanlike manner. Notwithstanding anything to the contrary contained in this Lease, Landlord and with all Building systems Tenant hereby agree that Landlord, unless included in Landlord’s Work in good working orderWork, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises shall not be responsible for the Permitted Use and/or construction, relocation or installation of security card readers, office furniture, security systems, internal/external telecommunications, voice and data cabling or other telephone, data and communications equipment (collectively the conduct “ Tenant’s Initial Work ”) nor shall Landlord have any obligation to pay therefore. Tenant shall have the right to install as part of Tenant’s business in Initial Work its own security system at the entry to and within the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. The Premises Once the Approved Preliminary Plans have been determined, Landlord shall be delivered cause the Architect, Engineer and Contractor, as applicable, to Tenant (i) with prepare construction drawings for the Landlord’s Work substantially completed in accordance with the Core and Shell Approved Preliminary Plans attached hereto as Exhibit C and the Building Shell Description requirements of Applicable Law (“Draft Construction Drawings”). Landlord will provide Tenant with Draft Construction Drawings and Definition attached hereto as Exhibit C-1 Tenant shall have five (5) business days to review the same and with all Building systems included approve them or notify Landlord in Landlordwriting of any good faith and reasonable objections thereto (“Drawing Objections”); provided, however, that Tenant’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as Drawing Objections shall not include matters that conform to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this LeaseApproved Preliminary Plans. If Tenant fails to approve or notify Landlord of its Drawing Objections within such five (5) business day period, Landlord may so notify Tenant’s employees, agents in which case Tenant shall be deemed to have approved the Draft Construction Drawings unless Tenant provides Landlord with its approval or contractors cause construction of Drawing Objections within three (3) business days after Landlord’s Work reminder notice. Landlord and Tenant shall work together in good faith to resolve any Drawing Objections that are timely raised by Tenant in accordance with this paragraph and, if they are unable to do so within five (5) business days after Landlord’s receipt of the Drawing Objections, Landlord shall cause the Draft Construction Drawings to be delayedrevised as nearly as possible to conform to the Approved Preliminary Plans and the requirements of Applicable Law. The term “Approved Construction Drawings” means the final version of the Draft Office Lease Exhibit G, Page 3 Construction Drawings mutually approved by Landlord and Tenant in accordance with this paragraph or, if they are unable to so agree, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection final version of the Premises and Landlord’s Work Draft Construction Drawings resulting from the revisions required by the immediately preceding sentence, together with such revisions as may be required as a condition to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty the Required Approvals (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicabledefined below).

Landlord’s Work. The Premises shall be delivered to Tenant (i) with Landlord’s Work substantially completed Landlord is in accordance with the Core and Shell Plans attached hereto as Exhibit C and process of constructing the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in at the Property. Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty shall construct Landlord’s initial construction of the Building including, but not limited to, all shell and core improvements for the Building (30including the underground parking garage), all landscaping, plaza areas, walkways, driveways, sidewalks, Building amenities and other improvements on the Land, and shall construct the Building and the Premises and perform certain base building improvements to prepare the Premises for Tenant’s Work (as defined below), as such construction and improvements are shown on Exhibit A-3 attached hereto, including those items listed under “LL” on the Landlord/Tenant Work Matrix (the “Work Matrix”) days attached hereto as Exhibit A-4 (collectively, “Landlord’s Work”). Lxxxxxxx’s Work and Tenant’s Work shall be constructed by Consigli Construction (or a licensed and qualified contractor with substantial experience in constructing life sciences office and laboratory space reasonably selected by Landlord if Landlord reasonably determines that Consigli Construction will not be able to complete Landlord’s Work and Txxxxx’s Work) (“Landlord’s Contractor”). Landlord shall cause Lxxxxxxx’s Contractor to construct Landlord’s Work and Txxxxx’s Work in a good and workmanlike manner, in accordance with applicable laws and building codes, in compliance with applicable permits for Landlord’s Work and Tenant’s Work, and in accordance with Landlord’s Plans and Tenant’s Plans. Landlord shall deliver possession of the Premises to Tenant and Txxxxx agrees to accept the Premises with Lxxxxxxx’s Work and Txxxxx’s Work Substantially Complete. Tenant acknowledges that except as set forth in this Section 3.2, it is not relying on any representations of Landlord or Landlord’s agents or employees as to the current condition or the condition of Landlord’s Work or Tenant’s Work, and Landlord shall have no obligation with respect thereto except as may be expressly set forth in this Lease. The materials and equipment furnished in the performance of Landlord’s Work and Tenant’s Work will be of good quality (consistent with first-class office and laboratory spaces, as the case may be), new and of recent manufacture and Landlord’s Work and Tenant’s Work, all components thereof and the Building Systems shall be in good working order and condition as of the completion of Landlord’s Work. On the Commencement Date the Building including, but not limited to, the roof and foundation will be in good condition and leak-free. If it is determined that the roof or foundation is not in such condition as of the Commencement Date, Landlord shall cause the same to be put in such condition promptly after mutual agreement having notice thereof, and all costs and expenses of said punch-list or as soon thereafter as reasonably practicablesuch corrective work shall be excluded from Operating Costs.

Landlord’s Work. (a) Landlord shall construct a new building in which the Premises will be located containing approximately 46,335 rentable square feet. The base building work to be performed by Landlord and the specifications for such work are described on Exhibit E. (i) Tenant shall, within fifteen (15) days from the date hereof, provide Landlord with schematic plans and specifications (the “Plans”) showing the work which Tenant desires Landlord to perform in the Premises which will include improvements required to make the Premises suitable for use by Tenant in Tenant’s business (the “Interior Improvements”). Within fifteen (15) days after Tenant submits plans and specifications to Landlord, Landlord shall advise Tenant that Landlord has either (a) approved the Plans or (b) disapproved the Plans, in which event Landlord shall specify in writing in what respects the Plans are not acceptable to Landlord and what revisions to the Plans will be required in order to make the Plans acceptable to Landlord, in which event Tenant shall, within seven (7) days, revise the Plans in order to accommodate the revisions required by Landlord, if Landlord does not approve or disapprove the Plans submitted to it by Tenant within fifteen (15) days after the Plans have been received by Landlord, the Plans shall be deemed to be approved by Landlord, and the Premises shall be delivered to Tenant (i) with Landlord’s Work substantially completed constructed in accordance with the Core and Shell Plans attached hereto as Exhibit C and submitted by Tenant. Landlord shall notify Tenant of those initial Tenant improvements of which the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or Landlord will require the Tenant to remove from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for at the Permitted Use and/or the conduct of Tenant’s business in the Premises, expiration or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date earlier termination of this Lease. If Tenant or , at Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within expense. Within thirty (30) days after mutual agreement Landlord’s approval of said punchthe Plans, Landlord shall have prepared construction drawings and specifications, consistent with the approved Plans, and sufficient for Landlord to bid out and construct all improvements desired by Tenant in the Premises (the “Construction Drawings”). The Construction Drawings for Landlord’s work shall be provided to Tenant for review, but shall not be subject to Tenant’s approval unless and to the extent the Construction Drawings are materially inconsistent with the Plans, in which event Tenant’s consent, which shall not be unreasonably withheld and which shall be deemed given if Tenant does not object within five (5) days after receipt of the Construction Drawings, shall be required. If Tenant objects to the Construction Drawings prepared by Landlord, Tenant shall specify in writing in what respects the Construction Drawings are not acceptable and what revisions will be required in order to make the Construction Drawings acceptable to Tenant. (ii) With respect to the cost of performing the work required by this Article, for individual components of the work for any specific trades which are in excess of $25,000.00, Landlord shall obtain, or cause its general contractor to obtain, at least three (3) bids. (iii) Landlord shall construct the Interior Improvements in accordance with the Plans approved by (or deemed to be approved by) Landlord and Construction Drawings in accordance with this section and in good and workmanlike manner. Tenant agrees to designate two persons who are authorized to originate and/or approve change orders and additions associated with the Interior improvements to the Premises. These designees are: Pxxx XxXxxx and Mxxx Xxxxx. Landlord shall (subject to delays resulting from the occurrence of events of force majeure) diligently pursue the construction of the Premises so that the Premises will be Substantially Complete (as hereinafter defined) and ready for occupancy within seven (7) months of the date Landlord obtains a building permit for the base building improvements for the Building; provided, however, that if circumstances beyond Landlord’s reasonable control (including, without limitation, delays caused by Tenant, force majeure or Landlord’s inability to get appropriate governmental permits required for the Interior Improvements) prevent Landlord from completing such work by such date, then the period for Landlord to perform such work shall be extended by an amount of time by which Landlord was unable to perform it work as a result of such delay. (iv) Landlord shall pay all costs and expenses incurred in constructing the Interior Improvements in accordance with the approved Construction Drawings to the extent that such costs and expenses do not exceed Twenty-list four and 00/100 Dollars ($24.00) per rentable square foot of Premises (“Landlord’s Contribution”). If bids or estimates received by Landlord for the completion of the work described in the Plans and the Construction Drawings indicate that the cost of performing such work will exceed Landlord’s Contribution, Landlord shall promptly advise Tenant of Landlord’s estimate of the amount by which the cost of the Interior Improvements will exceed Landlord’s Contribution, in which event Tenant shall either (i) within five (5) days after receipt of Landlord’s notice respecting the cost of the Interior Improvements, revise or amend the approved Plans and the Construction Drawings in order to reduce the cost of constructing the Premises to an amount equal to or less than Landlord’s Contribution, or (ii) deposit with Landlord the amount by which the cost of the Interior Improvements, as soon thereafter estimated by Landlord, exceeds Landlord’s Contribution. If Tenant fails to revise or amend the Plans and the Construction Drawings, as reasonably practicableaforesaid, Tenant shall be deemed to have exercised the option set forth in clause (ii) above. The costs of the Interior Work will include all architectural or engineering design costs, the costs of obtaining permits and approvals for the Interior Improvements, plan review and similar charges, a general conditions fee of not more than nine percent (9%), a overhead fee of not more that five percent (5%) and a construction supervision fee of not more that five percent (5%).

Landlord’s Work. The Premises shall be delivered to Tenant (i) with Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as As a condition precedent to the condition of the PremisesCommencement Date, the habitability of the PremisesLandlord agrees, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s its sole cost and expense expense, except with respect to any increase in costs and expenses directly resulting from an act (or failure to act) of Tenant, which increase shall be paid by Tenant within thirty (30) days after mutual receipt of written demand from Landlord, to have completed or have caused the following to occur: (i) all Building Systems and the Building Structure shall be in good working order and repair; (ii) all existing improvements and trade fixtures that were in place in the Premises on the Effective Date including, without limitation, all process piping and the air compressor, shall be in place and in good working order and repair; (iii) installation of a TPO, welded seam, white reflective 60 mil roof replacement (the “Roof Replacement”), which have been approved by Landlord and Tenant; and (iv) the HVAC work as listed in that certain proposal prepared by Oscar Roxxx xx X.X. HVAC attached hereto as Exhibit A (the “HVAC Work”), which has been approved by Landlord and Tenant (all of the foregoing, the “Landlord’s Work”). With respect to the Roof Replacement, Landlord shall provide to Tenant for Tenant’s review the final specifications for the Roof Replacement, and Tenant shall have the right to discuss with Landlord any comments or questions regarding the specifications. In addition, prior to the installation of the Roof Replacement, Landlord and Tenant shall meet to review installation details. Landlord agrees to commence the installation of the Roof Replacement in the June 2020/July 2020 timeframe and the HVAC Work prior to July/August 2020 timeframe, so as to avoid any interruption in Tenant’s construction of the Tenant Improvements. If, despite Landlord’s good faith efforts, the Roof Installation is not completed by July 31, 2020, and the HVAC Work by August 31, 2020, as that date may be extended by prior written agreement of said punchthe parties, Landlord and Tenant shall each cause their respective contractors and subcontractors to cooperate with each other: (i) in facilitating the mutual access to the Premises; and (ii) in coordinating the timing of the stages of Roof Installation, HVAC Work and the Tenant Improvements so as to facilitate the completion on a timely basis. In the event that the Landlord’s failure to complete the Roof Replacement during the June 2020/July 2020 timeframe and the HVAC Work during the July/August 2020 timeframe, for any reason other than due to Force Majeure, Excused Delays or the act or omission of Tenant delays Tenant’s Substantial Completion of the Tenant Improvements by January 1, 2021, for each day of delay caused thereby Tenant shall be entitled to day-list or as soon thereafter as reasonably practicablefor-day abatement of Base Rent pursuant to Paragraph 2(b) of the Lease. The Landlord’s Work shall be performed in compliance with all applicable laws, building codes, regulations and ordinances in effect on the Commencement Date of the Lease, in a good and workmanlike manner, free of defects and using new materials and equipment of good quality.

Landlord’s Work. The Premises (a) Commencing on December 15, 2019 (but not earlier than December 15, 2019), Landlord will renovate or cause to be renovated all of the men’s and women’s bathrooms on the seventeenth (17th) floor of the Building to a superior quality consistent with Class A office buildings in downtown Chicago. Such renovations on the seventeenth (17th) floor shall be delivered completed on or before February 7, 2020. The date when the renovations to Tenant the bathrooms on the seventeenth (i17th) with Landlord’s Work substantially completed floor is hereafter referred to as the “17th Floor Renovations Completion Date”. The scope of the renovation work is outlined in accordance with the Core and Shell Plans plan attached hereto as Exhibit C F and made a part hereof. (b) Commencing on the 17th Floor Renovations Completion Date (but not earlier than the 17th Floor Renovations Completion Date), Landlord will renovate or cause to be renovated all of the men’s and women’s bathrooms on the eighth (8th) floor of the Building Shell Description and Definition to a superior quality consistent with Class A office buildings in downtown Chicago. Such renovations on the eighth (8th) floor shall be completed on or before April 1, 2020. The scope of the renovation work is outlined in the plan attached hereto as Exhibit C-1 F. (c) Commencing on August 1, 2020 (but not earlier than August 1, 2020), Landlord will renovate or cause to be renovated all of the men’s and women’s bathrooms on the fifth (5th) floor of the Building to a superior quality consistent with Class A office buildings in downtown Chicago. Such renovations on the fifth (5th) floor shall be completed on or before September 15, 2020. The scope of the renovation work is outlined in the plan attached hereto as Exhibit F. (d) Landlord will also renovate or cause to be renovated all of the men’s and women’s bathrooms on at least two (2) additional floors in the Building systems included on an annual basis, commencing in 2021, and continuing until such time as all bathrooms in the Building have been renovated, but giving priority to Tenant’s floors in the Building. The scope of the renovation work is outlined in the plan attached hereto as Exhibit F. (e) If Tenant exercises a Right of First Refusal on any Refusal Space, priority will be given by Landlord to renovate and upgrade those bathrooms on the applicable floors relating to such Refusal Space in conjunction with other improvements being made to the floor(s) to consolidate and minimize construction disruption. (f) The work to be performed by Landlord pursuant to Subparagraphs 18(a)-(d) above is hereinafter referred to as “Landlord’s Work.” (g) Upon completion from time to time of each bathroom comprising a portion of Landlord’s Work, Landlord shall provide Tenant with notice thereof, and upon Tenant’s receipt of notice from Landlord from time to time that a portion of Landlord’s Work has been completed and is ready for final inspection and acceptance, Landlord and Tenant will promptly, diligently and jointly make an inspection of such portion of Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as order to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business ensure that Tenant is satisfied in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction all reasonable respects with such portion of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion and that such portion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken placeWork complies with all applicable Laws. 2.2.1. Within ten (10h) days after Should Landlord delivers the Premises fail, refuse or neglect to Tenant with commence or complete any portion of Landlord’s Work substantially completeddescribed in this Paragraph 18, Tenant may, upon reasonable prior notice (unless an emergency situation exists, in which event no notice shall be necessary), but shall not be required to, furnish such service, take such action or otherwise act in a manner in order to remedy such failure, refusal or neglect and all sums so expended by Tenant thereon shall immediately be payable by Landlord will conduct a joint walk-through inspection plus an administrative cost recovery fee of the Premises and Landlordfifteen percent (15%). In addition, Landlord shall reimburse Tenant for Tenant’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completionreasonable expenses in performing such service, including reasonable attorney's fees, which items expenses shall be immediately payable by Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicableto Tenant.

Landlord’s Work. The Premises Landlord shall be delivered construct and, except as provided below to Tenant the contrary, pay for the entire cost of constructing the leasehold improvements (i“Landlord’s Work”) with described in the specifications identified in Schedule D-1 attached hereto (the "Specifications"). Landlord shall prepare construction drawings for the Landlord’s Work substantially completed in accordance and submit to Tenant for Xxxxxx’s approval, not to be unreasonably withheld, conditioned or delayed and such consent shall not be withheld so long as (and to the extent that) the construction drawings are consistent with the Core Specifications. Tenant shall respond in writing to Xxxxxxxx’s submission within five (5) business days and Shell Plans if Xxxxxx fails to respond the construction drawings will be deemed approval. Upon approval (or deemed approval) of the construction drawings by Xxxxxx, such plans will be attached hereto to this Lease as Exhibit C Schedule D-2 and such construction drawings will constitute the “Approved Plans.” Tenant may request changes to the Approved Plans, subject to Landlord’s prior approval thereof, which shall not be unreasonably withheld, provided that (a) the changes shall meet or exceed Xxxxxxxx's standard specifications for tenant improvements for the Building; (b) the changes conform to applicable Laws and necessary governmental permits and approvals can be secured; (c) the changes do not require building service beyond the levels normally provided to other tenants in the Building Shell Description unless Tenant agrees to be responsible for the payment of such additional building services; (d) the changes do not have any adverse affect on the structural integrity or systems of the Building; and Definition attached hereto as Exhibit C-1 and with all Building systems included (e) the changes will not, in Landlord's reasonable opinion, unreasonably delay Landlord’s Work in good working orderWork, and (ii) except as otherwise expressly set forth hereinunless Xxxxxx agrees to compensate Landlord on a day-for-day basis for any such delay. If Landlord approves a change requested by Xxxxxx, without any representation or warranty by or from Landlord as to the condition will provide Tenant with Xxxxxxxx’s contractor’s estimate of the Premises, cost of such changes and Tenant shall pay the habitability actual third-party costs attributable to such change upon receipt of invoice therefor. To the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business extent any such change results in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction a delay of Landlord’s Work to be delayedWork, the Commencement Date then such delay shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken placeconstitute a Tenant Delay. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. The Landlord shall, with diligence and dispatch, at its --------------- sole cost and expense, demolish the existing tenant installation as necessary, install the electric submeters referred to in Section 5(c), construct such demising walls as are necessary to separate the Leased Premises from the remainder of the Building based upon plans prepared by Tenant's architect and approved by Landlord pursuant to the terms and provisions of Section 9(a) hereof, and, to the extent required as a result of such division, adjust the Building's fire alarm system and damper. In addition, Landlord shall be delivered deliver the Leased Premises to Tenant with the following work completed: (i) primary HVAC distribution system up to and including the main HVAC duct serving the Leased Premises; (ii) electrical services of 8 xxxxx per rentable square foot, (iii) the sprinkler system which is currently installed in the Leased Premises, including the existing branch distribution, and (iv) uninterruptable power service/emergency power service ("UPS/EPS") capability of 175 KVA. Tenant shall be responsible for the connection of the UPS/EPS system to Tenant's equipment. Landlord's current estimate of Tenant's prorated annual cost for use of the UPS/EPS system is Eight Thousand Dollars ($8,000.00); however, this shall not be intended nor construed as a representation as to future costs for operation of this system. Tenant acknowledges that the Leased Premises have been fully built out with a modern computer installation, including substantial Building and tenant enhancements and alterations, and, subject only to the foregoing provisions concerning Landlord’s Work substantially completed 's Work, Tenant agrees to accept the Leased Premises in accordance the current "as is" condition. Tenant agrees to reimburse Landlord upon request for any out-of-pocket third-party costs reasonably incurred by Landlord in reviewing Tenant's plans. Landlord and Tenant hereby agree that (i) if at any time after the commencement of the Term, any Governmental Authority shall contend or declare that the Common Areas do not comply with the Core Americans with Disabilities Act (the "Act"), Landlord shall promptly perform such work as is necessary to cause the Common Areas to comply with the Act, at Landlord's sole cost and Shell Plans attached hereto expense to the extent the Common Areas do not comply in all material respects with the Act as Exhibit C and of the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working orderdate hereof, and (ii) except as otherwise expressly set forth herein, without if at any representation or warranty by or from Landlord as to time after the condition commencement of the PremisesTerm, any Governmental Authority shall contend or declare that the habitability of Leased Premises do not comply with the PremisesAct, Tenant shall promptly perform such work as is necessary to cause the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Leased Premises to Tenant comply with Landlord’s Work substantially completedthe Act, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s Tenant's sole cost and expense within thirty expense. It is expressly understood and agreed that once Landlord's Work is completed. Landlord shall deliver possession of the Leased Premises so that Tenant's sole obligation is to obtain a building permit, if necessary, for Tenant's Initial Work to the Leased Premises. Landlord shall provide Tenant with the use of two (302) days after mutual agreement 40 ton Liebert Air Handler Units (the "Liebert Units") with dehumidification for Tenant's data center on an "as-is" basis", which shall be in working condition at the time of said punch-list turnover to Tenant. Landlord expressly disclaims all warranties and representations express or implied, as soon thereafter to such Units or the condition thereof, including warranties of merchantability and fitness for use. Tenant to be responsible for any costs associated with relocation of the Units, as reasonably practicablewell as the operation, replacement and maintenance of these Units. Landlord shall be responsible for the costs of repiping chilled water connections to the Liebert Units. Said Units shall, however, remain the property of Landlord.

Landlord’s Work. The Landlord shall construct the Building of which the Premises shall forms part, in accordance with plans and specifications as follows: Architectural: November 20, 2003, Mechanical/Electrical: November 8, 2003, Structural: November 19, 2003, Security: November 10, 2003 which have been provided to the Tenant (the “Landlord’s Work”). No later than February 20, 2004, the Landlord will provide the Tenant with an updated and current set of plans and specifications in respect of the Landlord’s Work (the “Final Plans”). If the Tenant is not satisfied with the scope of Landlord’s Work or the Landlord elects not to implement any modifications reasonably required by the Tenant in order to efficiently operate its business, the Tenant will not be delivered permitted to insist upon the modifications not so implemented but, in lieu thereof, the Tenant may elect to terminate the agreement arising out of this Offer provided such election to terminate is exercised by notice in writing to the Landlord on or before February 27, 2004. No changes may be made to the Final Plans which materially adversely affect (i) with Landlordthe Tenant’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working orderWork, and (ii) except as otherwise expressly set forth herein, the cost of completing Tenant’s Work or (iii) the efficient operation of the Tenant’s business without any representation or warranty by or from Landlord as to the consent of the Tenant. For the purposes of this Offer and the Lease the condition of the PremisesBuilding as delivered to the Tenant on completion of the Landlord’s Work shall be deemed to be the base building condition. Subject to events of force majeure, the habitability Landlord’s Work shall be completed by no later than November 1, 2004. Should the Landlord’s Work not be completed by December 1, 2004 as a result of a default by the PremisesLandlord that is not an event of force majeure, the fitness of Tenant shall be entitled to two (2) days’ free basic rent, prorated based on a 30 day month, for each day after December 1, 2004 that the Premises for Landlord’s Work is not substantially completed and the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning Tenant has not been delivered possession of the Premises. The existence of any “punchlist”-type items Fixturing Period shall not postpone commence on the Commencement Date of this Leasethe Lease specified in Section 2(b) hereof. If The Landlord undertakes to use reasonable commercial efforts to provide the Tenant or Tenant’s employees, agents or contractors cause construction with as much advance written notice as is reasonably possible as to the anticipated date of Substantial Completion of the Landlord’s Work to be delayedin the Premises, the Commencement Date which in any event shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten at least five (105) days advance notice. The parties agree that two (2) days’ free basic rent for each day after Landlord delivers December 1, 2004 that the Premises to Tenant with Landlord’s Work is not substantially completed, performed and the Tenant has not been delivered possession of the Premises is a representation of the true damages that the Tenant will suffer as a result of any delay in the substantial completion of the Landlord’s Work and Landlord will conduct a joint walk-through inspection the Landlord’s failure to deliver possession of the Premises and is not a penalty. Should the Tenant not be delivered possession of the Premises by November 1, 2005, for any reason whatsoever, then at the Tenant’s sole option and discretion the Tenant may terminate the Offer and the Lease, and damages will be calculated in their usual manner. During the Fixturing Period the Tenant shall be responsible for all work within the Premises, in addition to the Landlord’s Work, which may be necessary to operate the Tenant’s business therein (the “Tenant’s Work”). Prior to the commencement of the Fixturing Period, the Tenant shall provide a copy of its plans and specifications for the Tenant’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completionthe Landlord for its prior written approval prior to commencing construction, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list not to be unreasonably withheld or as soon thereafter as reasonably practicabledelayed.

Landlord’s Work. The Premises At Landlord’s sole cost, Landlord shall be delivered responsible and perform such work to Tenant insure that the Building, path of travel, and all common areas including the bathrooms on each floor are in compliance with all applicable codes including, by way of illustration but not limitation, current fire/life safety, ADA and Title 24 energy conservation codes. The Landlord’s Improvements are more particularly set forth in those certain Construction Drawings for the 12th Floor Premises and the 13th Floor Premises, dated April 6, 2004, prepared by Xxxxx Xxxxxxx of Xxxxxxxx Architectural Group (which Construction Drawings were heretofore reviewed and approved by the parties and submitted to the City of San Francisco). The letter of credit shall be for the amount specified in the Lease to which this Exhibit is attached (as renewed or replaced pursuant to the Lease or this Exhibit, the “Letter of Credit”). The Letter of Credit (i) with shall be irrevocable and shall be issued by a commercial bank acceptable to Landlord (in its sole discretion) that has an office in San Francisco, Los Angeles or New York City that accepts requests for draws on the Letter of Credit, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s Work substantially completed interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least 45 days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date thirty (30) days after the Expiration Date (as same may be extended in accordance with the Core terms and Shell Plans attached hereto as Exhibit C conditions of the Lease). Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Building Shell Description Lease and Definition attached hereto as Exhibit C-1 transmittal of a default notice is barred by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire prior to the expiration of the Letter of Credit, or (b) not less than 30 days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with all Building systems included this Exhibit. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount drawn in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without excess of the amount applied by Landlord to cure any representation or warranty such failure shall be held by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises a cash security deposit for the Permitted Use and/or performance by Tenant of its obligations under the conduct Lease. Any cash security deposit may be mingled with other funds of Tenant’s business in the PremisesLandlord and no fiduciary relationship shall be created with respect to such deposit, or the zoning of the Premises. The existence of any “punchlist”-type items nor shall not postpone the Commencement Date of this LeaseLandlord be liable to pay Tenant interest thereon. If Tenant or shall fail to perform any of its obligations under this Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s employeesfailure. After any such application by Landlord of the Letter of Credit or cash security deposit, agents or contractors cause construction as the case may be, Tenant shall reinstate the Letter of Landlord’s Work Credit to the amount originally required to be delayedmaintained under the Lease, upon demand. Provided that Tenant is not then in default under the Commencement Date shall be Lease, and no condition exists or event has occurred which after the date thatexpiration of any applicable notice or cure period would constitute such a default, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement the expiration or sooner termination of the Term the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said punchsecurity. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: SunAmerica Life Insurance Company 0 XxxXxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000-list or as soon thereafter as reasonably practicable0000 Attention: Xxxxx X. Xxxxx NOTICE: THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT CONFIRMS THAT YOUR LEASEHOLD ESTATE IN THE PROPERTY IS SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SUNAMERICA LIFE INSURANCE COMPANY’S DEED OF TRUST. THIS AGREEMENT, made this day of , 20 , by and among , a (“Tenant”), having xx xxxxxxx xx , , , , a (“Landlord”), having xx xxxxxxx xx , , , xxx XxxXxxxxxx Life Insurance Company, an Arizona corporation (“Lender”), having an address at 0 XxxXxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000-0000.

Landlord’s Work. The Premises (a) Landlord will construct the base building warm shell of the Building, which shall be delivered to Tenant a six-story, steel frame building containing the components listed on Exhibit A-1 attached hereto (i) with Landlord’s Work substantially completed the “Warm Shell Components”), in accordance with the Core plans for the Building which are being developed by Landlord and Shell Plans attached hereto which are subject to approval by the City of Santa Xxxxx (such plans, prior to approval by the City being defined herein as Exhibit C the “Interim Base Building Plans” and, after approval by the City being defined herein as the “Final Base Building Plans”), and the Building Shell Description Site Plan (which also remains subject to approval, and Definition attached hereto as Exhibit C-1 changes if any are required, by the City of Santa Xxxxx), and in compliance with all Laws applicable thereto on the date the Building systems included in is substantially completed by Landlord (the “Landlord’s Work in good working orderWork”). The exterior architecture of the Building shall be substantially the same as Building C, and but shall consist of six (ii6) except as otherwise expressly set forth herein, without any representation or warranty by or from stories rather than four (4) stories. Landlord as shall provide Tenant’s architect with a CAD file of the Final Base Building Plans upon submittal of same to the condition City of Santa Xxxxx Building Department (the “Submittal Date”). (b) Landlord will deliver drafts of the PremisesInterim Base Building Plans to Tenant as the same are developed and revised, within three (3) business days after each revision set is completed. Tenant shall have the habitability of right at any time on or before the Premises, Submittal Date to request changes to the fitness of the Premises Base Building Plans or plans for the Permitted Use and/or Building-Specific Common Areas in accordance with this Paragraph 1 (each Tenant-requested change to the conduct of Tenant’s business in Base Building Plans or plans for the PremisesBuilding-Specific Common Areas, or the zoning of the Premises. The existence of any a “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1TRC”). Within ten (10) business days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement receipt of said punch-list any TRC or as soon thereafter as is reasonably practicable, Landlord shall respond to Tenant in writing to such TRC request with either (a) its reasonable disapproval of such request (which may be based on, among other things, such request reducing the quality or scope of the Base Building Plans or any of the Warm Shell Components), or (b) its good faith estimate (each a “TRC Estimate”), if the TRC were incorporated into the Base Building Plans or plans for the Building-Specific Common Areas, of: (A) the increase (if any) or decrease (if any) in cost to design and construct the Warm Shell Components or plans for the Building-Specific Common Areas, and (B) the increase (if any) in days to design and construct the Warm Shell Components or plans for the Building-Specific Common Areas. If Landlord delivers a TRC Estimate, Tenant shall promptly approve (“TRC Approval”) or disapprove (“TRC Disapproval”) the same in writing to Landlord and any increase in costs (which may be netted, but not below zero, against any decreases in costs) shall be paid directly by Tenant to Landlord (provided that, at Tenant’s election, up to an aggregate maximum of $5 per rentable square foot of the increase in costs may deducted from the Tenant Improvement Allowance), and the increase in days shall constitute Tenant Delay for purposes of the Lease and this Work Letter and, accordingly, shall adjust Landlord’s Delivery Date on a day for day basis. Tenant shall be responsible for any increases in days and increases in costs whether or not the TRC Estimate turns out to be accurate. In addition, regardless of whether Tenant approves or disapproves a TRC Estimate, Tenant shall be responsible for the increases in days and increases in costs resulting from the TRC approval process described in this Paragraph 1, including but not limited to the increases in time and costs involved in preparing TRC Estimates and in the approval/disapproval process (such costs being defined herein as “TRC Amounts”). (c) Any TRC which has been approved by Tenant pursuant to a TRC Approval shall be referred to herein as an “Approved TRC”. If Tenant fails to deliver notice of Tenant’s consent, or the withholding of Tenant’s consent, to the proposed TRC Estimate within five (5) business days, Tenant shall be deemed to have disapproved the TRC Estimate in question. A “TRC Estimate” with respect to any change shall be Landlord’s reasonable estimate of the following: (1) direct construction costs thereof, (2) related general contractor’s general conditions, overhead and general contractor’s other indirect costs thereof (with respect to which Landlord shall provide Tenant with adequate supporting documentation for Tenant’s confirmation), (3) the general contractor’s fee, which shall be the same fee being paid by Landlord to Landlord’s general contractor for the construction of the Warm Shell Components or plans for the Building-Specific Common Areas, (4) design, permitting, testing, inspecting, engineering (which shall be the same fees being paid by Landlord to the Landlord architects and engineers for the construction of the Warm Shell Components or plans for the Building-Specific Common Areas) and other indirect costs to be at Landlord’s actual costs incurred (i.e., there will be no Landlord markup), (5) the credit (if any) resulting from any savings resulting from all TRCs, and (6) any other third party costs directly related to the TRC reasonably incurred by Landlord. Building D

Landlord’s Work. The Landlord at its sole cost and expense shall: (a) Construct a cafeteria on the first floor of the Building (the “Cafeteria”) that will be open to serve Tenant, other tenants in the Building, and tenants of Tri-Park Corporate Park (200 Xxxxxx Drive and 000 Xxxx Xxxx Xxxx) no later than 9 months after the date on which Tenant surrenders the Temporary Use Space on the first floor of the Building, subject, however to an extension of no more than sixty (60) days in the event there is a delay in the permitting of such improvement (Without limiting the generality of Section 1.07 of the Lease, it is specifically agreed that Landlord shall continue to operate the existing cafeteria in the Building until the Cafeteria commences operations.); (b) Be responsible for the demise of the Demised Premises shall be delivered on the 1st floor, including, but not limited to construction of the demising walls, ceiling tiles, above ceiling HVAC, life safety systems, and the refinishing of common areas and elevator lobby to building standards no later than 9 months after the date on which Tenant surrenders the Temporary Use Space on the first floor of the Building; (c) Renovate the lobby, all common areas and rest rooms of the Building and install a building energy management system no later than 9 months after the date on which Tenant surrenders the Temporary Use Space on the first floor of the Building (provided, however, that (i) with Landlordany such work to be performed on the third floor of the Building (the “Third Floor Common Area Work”) shall be performed no later than the date on which the Tenant’s Work on the third floor of the Building is substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as such work to be performed on the condition fourth floor of the Premises, Building shall be performed during the habitability two (2) month period commencing on the date on which the Third Floor Common Area Work is substantially completed); (d) Install four (4) separate submeters to measure Tenant’s consumption of electricity within the Demised Premises no later than the date on which the Tenant’s Work on the third (3rd) floor of the Premises, Building is substantially completed. Any more than 4 submeters shall be installed by Landlord at Tenant’s sole cost and expense; (e) Construct a fitness center on the fitness 1st floor of the Premises Building (the “Fitness Center”) that shall be open for the Permitted Use and/or the conduct of use by Tenant’s business employees free of charge no later than 9 months after the date on which Tenant surrenders the Temporary Use Space on the first floor of the Building, subject, however to an extension of no more than sixty (60) days in the Premises, or event there is a delay in the zoning permitting of the Premisessuch improvement. The existence of any above items are referred to as “punchlist”-type Landlord’s Work.” Landlord’s Work shall be performed in a good and workmanlike manner in accordance with all Laws; in addition, items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees(a), agents or contractors cause construction (b), (c) and (e) of Landlord’s Work will be performed with a quality and level of finish comparable to be delayed, the Commencement Date shall be quality and level of finish in the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection corresponding portions of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completionbuilding located at 499 Thornall, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicableEdison, New Jersey.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the roof (structural portions only), exterior walls and other structural portions of the Initial Building. The Premises cost of all work performed by Landlord under this Section 12.1 shall be delivered an Operating Expense hereunder, except to Tenant the extent such work (i) with is required due to the negligence of Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) is a capital expense not includible as an Operating Expense under Section 9.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s expense, except as otherwise to the extent expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the PremisesSection ‘12.1(b), or to offset the zoning of the Premises. The existence of cost thereof against rent, under any “punchlist”-type items shall not postpone the Commencement Date of this Lease. law, statute, regulation or ordinance now or hereafter in effect. (b) If Tenant Landlord fails to perform any repairs or Tenant’s employees, agents or contractors cause construction of Landlord’s Work maintenance required to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if performed by Landlord under Section 12.1(a) and such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within failure continues for thirty (30) days or more after mutual agreement Tenant gives Landlord written notice of said punchsuch failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-list 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 as soon thereafter as reasonably practicablemaintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the 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 cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. The Premises Tenant accepts the Expansion Space in its “as-is” condition as shown on Exhibit B attached hereto and incorporated herein by reference, subject to the tenant improvement items shown on the plans attached hereto as Exhibit C (the “Phase I Work”) and Exhibit D (the “Phase II Work”). Other than defects caused by or arising from Tenant’s acts or omissions, Landlord warrants that the Office Space shall be delivered free of defects in materials and workmanship for a period of one (1) year from the Expansion Space Commencement Date. The Phase I Work and the Phase II Work are sometimes collectively referred to Tenant (i) with herein as “Landlord’s Work substantially completed in accordance with Work”. Landlord shall perform Landlord’s Work. Unless otherwise specified on the Core and Shell Plans plans attached hereto as Exhibit C and Exhibit D, all Landlord’s Work shall be done to Landlord’s Tenant Improvement Standards attached as Exhibit B-4 to the Building Shell Description Lease. Tenant shall occupy the Office Space upon substantial completion of the Phase I Work and Definition shall occupy the Lab Space upon substantial completion of the Phase II Work. Upon substantial completion of the Landlord’s Work for each Phase, Landlord shall notify Tenant of such substantial completion and Landlord and Tenant shall inspect the Landlord’s Work for such Phase and shall prepare a punchlist of items of Landlord’s Work requiring repair which Landlord shall complete within thirty (30) days. Notwithstanding anything contained herein or in Exhibit C and Exhibit D to the contrary it is understood that Landlord’s Work shall not include the improvements set forth on Exhibit E attached hereto and incorporated herein by reference, whether “priced” by Landlord or not. If Tenant wishes to have any of the work or tenant improvements listed on Exhibit E performed, then the same shall be done at Tenant’s expense as a change order or shall be done by Tenant at Tenant’s expense. Any work done by Tenant at Tenant’s expense is subject to Landlord’s prior written approval and other requirements of Section 5.01 of the Lease regarding alterations or work by Tenant. This Amendment presumes that the Phase I Work and the Phase II Work shall be done “turnkey”, with Landlord paying for the cost of constructing the Phase I Work and the Phase II Work. No changes may be made to the Phase I Work. Landlord will not be able to make significant changes to the items included the Phase II Work unless Tenant pays for the entire cost of such changes with no offset for deleted items, if any, and Landlord may require Tenant to deposit with Landlord the estimated costs of such changes in excess of the Change Order Allowance set forth below. If significant changes to the Phase II Work are requested, but Tenant does not agree to pay for such changes or does not deposit the estimated cost of such work with Landlord, then Landlord, at its option may (i) refuse to perform the requested change(s) or (ii) convert the nature of the agreement as to the Phase II Work from a “turnkey” arrangement to a “Tenant pays for upfit” arrangement with Landlord providing a “tenant improvement allowance” for the Phase II Work in the amount of$54,500.00 (this amount being representative of the cost of the Phase II Work outlined on Exhibit C-1 D). If Landlord converts the nature of the agreement as to the Phase II Work to a “Tenant pays for upfit” arrangement with Landlord providing a tenant improvement allowance, then, Landlord shall give Tenant an offset for deleted items in the Phase II Work pursuant to the approved change orders. Regardless of whether the Phase II Work is a “turnkey” arrangement or “Tenant pays for upfit” arrangement, Landlord will provide an additional allowance up to a $10,000 maximum (the “Change Order Allowance”) for the cost of changes to the Phase I Work and Phase II Work collectively made pursuant to change orders approved by both Landlord and Tenant; provided however it is understood that the Change Order Allowance shall only be used to pay for building standard office improvements; no specialized laboratory equipment or other non-building standard office items or upgrades from building standard office upfit shall be paid for by the Change Order Allowance. For the purposes of this Amendment, the upfit items provided to Tenant under the Lease in connection with all Building systems included the initial upfit of the Existing Premises shall be considered to be “building standard office improvements”. For each $5,000 (or portion thereof) of the Change Order Allowance used, the base rental rate on the Additional Space shall increase by $0.16 per square foot per annum on a pro-rata basis based on the amount of the Change Order Allowance actually used. Tenant acknowledges that Landlord, its employees, agents, contractors (and their subcontractors) shall be working on the Phase II Work and any punchlist items for the Phase I Work in the Expansion Space (and as necessary in the Existing Premises) after the Expansion Space Commencement Date. Tenant hereby grants to Landlord, its employees, agents, and contractors (and their subcontractors) an easement in and over the Expansion Space and Existing Premises to access and perform the Landlord’s Work. Tenant acknowledges and agrees that, provided Landlord is prosecuting Landlord’s Work in good working ordera timely manner (subject to delays outside Landlord’s reasonable control and delays caused by Tenant, its agents, employees, invitees and contractors) performance of the Landlord’s Work shall not constitute a constructive eviction or a breach of the warranty of quiet enjoyment for either the Expansion Space or the Existing Premises. Other than defects caused by or arising from Tenant’s acts or omissions, Landlord warrants that the Lab Space shall be free of defects in materials and workmanship for a period of one (ii1) except year from the completion of the Phase II Work. Tenant shall not occupy the Lab Space prior to the substantial completion of the Phase II Work and shall coordinate with Landlord so as otherwise expressly to not delay the completion of the Phase II Work. Notwithstanding the foregoing, if Landlord or Landlord’s construction manager determines the same will not interfere with the performance of the Phase II Work, Landlord hereby agrees to give Tenant, its agents and contractors access to the Lab Space at least two (2) weeks prior to the dxxx Landlord estimates it will complete the Phase II Work to install Tenant’s telephone and wiring for the Lab Space, provided however, Tenant, its agents and contractors shall coordinate their work with Landlord, Landlord’s contractor and/or construction manager so as to not interfere with the Phase II Work. Tenant acknowledges that all of Landlord’s Work in regard to the tenant improvements for the Existing Premises set forth hereinin Article 3 of the Lease have been fully completed by Landlord and Tenant has accepted the Existing Premises, without any representation or warranty by or from Landlord as subject to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of additional Landlord’s Work to be delayed, done in the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken placeExisting Premises pursuant to Exhibit C and Exhibit D attached hereto. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. The Premises a) Landlord shall be delivered to Tenant complete, at its sole expense, the items set forth on Exhibit “C-1” (iand further specified in the Plans and Specifications, if applicable) with identified as “Landlord’s Work substantially completed in accordance Work”. Subject to the limitations set forth below, all costs incurred by Landlord associated with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction completion of Landlord’s Work shall be considered “Landlord’s Contribution” under the Lease, including but not limited to be delayedactual construction costs, the Commencement Date shall be cost of preparation of Plans and Specifications for Landlord’s Work, and a construction management fee in the date that, In amount of five percent (5%) of the opinion total construction cost of Landlord’s architect Work provided, however, the cost of any non-standard building materials or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises modifications to Tenant with Landlord’s Work substantially completedshall be considered a part of Tenant’s Costs hereunder. Notwithstanding the foregoing or anything in the Lease to the contrary, Tenant in no event shall Landlord’s Contribution exceed One-Hundred Twenty-Five Thousand, Seven Hundred and Landlord will conduct No/100 Dollars ($125,700.00). b) Notwithstanding the foregoing, in the event that a joint walk-through inspection required code upgrade outside of the Premises is required in order to complete the improvements to the Premises and such upgrade is considered necessary for the benefit of the building and not specific to the Tenant’s Premises then Tenant shall pay its prorata share of the associated cost for the code upgrade based on Tenant’s percentage leased to the amount of square footage leased in the Building. c) The Landlord acknowledges and accepts that the Tenant shall not be required to restore the Premises upon termination or expiration of the Lease Term for the Original Commencement Date Leasehold Improvements that have been approved by Landlord. d) Landlord shall allow Tenant use of the existing workstations outlined in Exhibit “E” provided that Tenant pays for all costs to maintain such workstations in good condition (subject to normal wear and tear). At Landlord’s Work sole discretion, title to create an agreed upon list specifying those decoration such workstations shall pass to the Tenant at the end of the Lease Term and other punch-list items which require completionTenant, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement option, shall be required to move such workstations upon termination or expiration of said punch-the Lease Term. A list or of the existing workstations is included as soon thereafter as reasonably practicableExhibit “E” herein.

Landlord’s Work. The (a) Prior to delivery of possession of the Premises to Tenant, Landlord shall complete the work described in Exhibit “E” (referred to as “Landlord’s Work”). Landlord shall provide an allowance of $12.50 per square foot of the office area only to cover the cost of Landlord’s Work, and in addition. Landlord shall pay for the cost of installing the bathrooms and demising wails (which shall be in addition to the $12.50 allowance.) Tenant shall be responsible for any costs in excess of $12.50/ft of the office area, which excess shall be paid to Landlord upon demand. (b) Provided Tenant has paid the first month’s rent, and security deposit and delivered evidence of insurance as required by this Lease, Landlord shall use reasonable efforts to complete Landlord’s Work and deliver possession of the Premises to Tenant by July 15, 2004, subject to Tenant delays, delays in vacating by Xxxxxxxxxxx Xxxxxx, permit delays, and other delays beyond Landlord’s reasonable control. All work shall be performed by Landlord in a good and workmanlike manner, using new materials where components are being replaced or added, and upon completion of the Work the Premises will be delivered to Tenant (i) in compliance with all applicable laws, ordinances and codes. Tenant acknowledges that Landlord intends to utilize many existing components and systems within the Premises, including without limitation the HVAC system. Landlord shall deliver the Premises with all mechanical, HVAC, electrical, plumbing and other related systems in good working order on the Commencement Date. Except for Tenant delays, if Landlord has not substantially completed the Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working orderon or before July 15, and (ii) except as otherwise expressly set forth herein2004, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, then the Commencement Date shall be the date that, In the opinion extended one day for each day of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after delay until Landlord delivers is able to deliver possession of the Premises to Tenant with Landlord’s Work substantially completed, Tenant and complete. Landlord will conduct a joint walk-through inspection shall have the right to complete punchlist items of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration during Tenant’s occupancy and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Tenant shall not unreasonably interfere with Landlord’s sole cost and expense within thirty Work. (30c) Within ten (10) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicabledelivery of possession to Tenant of the Premises, Landlord shall schedule with Tenant a walk through for the purpose of determining unperformed and improperly performed work.

Landlord’s Work. The Premises Commencing at any time on or after January 1, 2018, Landlord, at Landlord’s sole expense, shall (a) remove the internal staircase connecting the second (2nd) and third (3rd) floors and (b) replace the slab between the second (2nd) and third (3rd) floors (collectively, “Landlord’s Work”). Landlord’s Work shall be delivered performed in a good and workmanlike manner. Landlord shall use reasonable efforts to complete Landlord’s Work no later than January 31, 2018. Any request from Landlord to commence Landlord’s Work prior to January 1, 2018, shall be submitted in writing to Tenant; provided, however, Tenant reserves the right, in its sole and absolute discretion to approve or deny such request. Tenant acknowledges that, except as set forth in Subsection III,D.(iii) below, Landlord’s Work will be performed exclusively after Normal Business Hours, but otherwise during the current period of Tenant’s occupancy of the Remaining Premises. Landlord shall use commercially reasonable efforts to coordinate Landlord’s Work with Tenant’s schedule to minimize disruption to Tenant’s business operations, but there shall be no diminution or abatement of Annual Basic Rent or Additional Rent or other compensation due from Landlord to Tenant hereunder, nor shall the Lease or this Third Amendment be affected or any of Tenant’s obligations thereunder reduced, and Landlord shall have no responsibility or liability for any inconvenience or disruption to Tenant’s business operations unless such inconvenience or disruption (i) with is the result of negligence on the part of Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, its agents, employees or contractors, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition substantially deprives Tenant of its use and enjoyment of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Remaining Premises. The existence of any “punchlist”-type items shall not postpone Landlord agrees to cause the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of general contractor performing the Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlordname Tenant as an additional insured on such contractor’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant liability insurance policy maintained in connection with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicableWork.

Landlord’s Work. The Premises Landlord shall be delivered to Tenant perform the construction work (ithe "Landlord Work") with Landlord’s Work substantially completed described in EXHIBIT LW attached hereto in a good and workmanlike manner and in accordance with all Government Regulations and shall substantially complete the Core and Shell Plans attached hereto as Exhibit C and Landlord Work (that is, complete the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working orderLandlord Work, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type normal "punch list" items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date which shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense completed within thirty (30) days after mutual agreement substantial completion of said punch-list the Landlord Work) on or before May 1, 1999. Subject to the provisions of the following paragraph, if substantial completion of the Landlord Work is delayed beyond May 1, 1999, payment of Base Rent pursuant to Section 3.1 of this Lease shall commence on the date the Landlord Work is substantially complete. In the event the Landlord Work is not substantially completed on or before June 1, 1999 (the "Outside Date for Completion"), Tenant shall have the right to 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 of 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 delay 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. Further, if issuance of a temporary or permanent certificate of occupancy for the Landlord Work or the Leased Property is delayed beyond May 1, 1999, because of delays caused by Tenant, then the rent commencement date shall be May 1, 1999 and on that date Tenant shall commence to pay Base Rent and Additional Rent under this Lease. 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, Landlord shall be deemed to 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 thereafter as reasonably practicablepracticable any deficiencies specified in such notice and shall begin such remediation within thirty (30) days after Tenant's notice. Landlord shall bear the full cost of the Design Allowance (as defined below), and the Tenant Improvement Allowance (as defined below). The Design Allowance shall be the allowance for the cost of any architect or other design fees incurred to design, and prepare the plans and specifications necessary for, the Landlord Work, which allowance shall not exceed Ten Thousand Five Hundred Sixty-Six and 00/100 Dollars ($10,566.00) in total. The Tenant Improvement Allowance shall be the allowance for any so-called "hard costs" incurred in constructing the Landlord Work, which allowance shall not exceed Fifty-Eight Thousand Seven Hundred and 00/100 Dollars ($58,700.00) plus any unused portion of the Design Allowance. Tenant shall be responsible for any architect or other design fees in excess of Ten Thousand Five Hundred Sixty-Six and 00/100 Dollars ($10,566.00) and for any construction-related costs of the Tenant Improvements work exceeding Fifty-Eight Thousand Seven Hundred and 00/100 Dollars ($58,700.00) plus any unused portion of the Design Allowance, and Tenant shall pay such amount to Landlord within thirty (30) days of receiving an invoice describing the costs with reasonable detail. The Tenant Improvement Allowance shall be used for physical improvements only.

Landlord’s Work. A) Landlord shall cause the construction of Landlord's Work in accordance with applicable codes and laws as provided in Exhibit D, attached hereto captioned "Leasehold Improvements". The Premises term of this Lease shall be delivered to Tenant begin (the "Commencement Date") on the date (i) with Landlord’s Work Landlord has substantially completed that portion of Landlord's Work required to be completed prior to the Commencement Date, as provided herein in accordance paragraph 1 A) 1) of Exhibit D, other than such "punch list" items which can be completed within thirty (30) days and without material interference with Tenants efforts to ready the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, Premises for Tenant's occupancy; and (ii) except as otherwise expressly set forth hereinLandlord has given Tenant written notice that the Premises is ready for Tenant's possession. B) Landlord covenants to diligently rectify the items contained in the "punch list" while minimizing interference with the performance of Tenant's Work. C) Promptly after the Lease Date, without any representation or warranty by or from Landlord as shall prepare building plans for the Landlord's Work and submit same to the condition of applicable governmental authorities to obtain all necessary permits to construct Landlord's Work (the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease"Landlord's Permits"). If Landlord does not obtain the Landlord's Permits within sixty (60) days after the Lease Date, then either Landlord (provided Landlord has diligently attempted to obtain Landlord's Permits) or Tenant or Tenant’s employees, agents or contractors cause construction may terminate this Lease by giving notice of Landlord’s Work such termination to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within other party within ten (10) days after Landlord delivers such sixty (60) day period. D) Landlord's Architect shall determine the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection Floor Area of the Building Premises upon completion of the Landlord's Work and notify both Landlord and Tenant, in writing, of such measurements prior to the Rent Commencement Date. Such determination by Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion's Architect shall be binding on Tenant, which items unless Tenant gives Landlord will thereafter diligently complete at Landlord’s sole cost and expense written notification of such disagreement within thirty fifteen (3015) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicablereceiving such determination, in which case, Landlord and Tenant shall agree on an independent architect (to be paid in equal shares by Landlord and Tenant) to determine Floor Area which determination shall be binding on Landlord and Tenant.

Landlord’s Work. The Premises shall be delivered to Tenant (i) with Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness For that portion of the Premises on the first floor, the Landlord, at the Landlord’s sole cost, will be responsible for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning removal of the Premiseswalls and kitchenette identified in blue on the plan dated April 29, 2016 and prepared by Parallel 45 Design Group Ltd. attached to the Lease as Schedule B1. The existence of any “punchlist”-type items shall not postpone Removal will include patching and repairing those areas where the Commencement Date of this Leasewalls were disconnected from adjoining walls. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection For that portion of the Premises and on the second floor the Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at the Landlord’s sole cost, will remove the existing door and install drywall ready to accept the Tenant’s finishing in the location shown in orange on the floor plan attached to the Lease as Schedule B1. All other work within the Premises (the Tenant’s Fit-up) shall, subject to the prior written approval of the Landlord, be the responsibility of the Tenant. In order to approve the Tenant’s Fit-up the Landlord will require the final plans, specifications and costs all of which must be to the Landlord’s satisfaction. At the time of the Landlord’s review of the Tenant’s final plans and specifications the Landlord will be prepared to indicate, in writing, which, if any, of the Tenant’s Fit-up will not be subject to the surrender and restoration provisions of the Lease, as detailed in paragraph 19 herein and elsewhere where applicable. No work under the Tenant’s Fit-up can commence without the prior written approval of the Landlord. Upon completion of the Tenant’s Fit-up, the issuance of an occupancy permit by the Buildings Branch of the City of Ottawa, the expiry of all lien periods, written confirmation from the Tenant that all trades and suppliers having worked on or supplied material for the Tenant’s fit-up have been paid in full and the Tenant is in occupancy of the Premises the Landlord will provide the Tenant with a payment of $190,740.00 plus HST (the “Tenant Inducement”), less the amount setoff against the security deposit (as set out in s 3(d)), regardless of the actual cost and expense within thirty (30) days after mutual agreement of said punchthe Tenant’s Fit-list or as soon thereafter as reasonably practicableup.

Landlord’s Work. The Premises (a) Landlord will construct the base building warm shell of Building E, which shall be delivered an eight-story, steel frame building containing the components listed on Exhibit A-1 attached hereto, and including the improvements to the Common Areas (including the Exclusive Use Area) shown on such exhibit(the “Warm Shell Components”), substantially in accordance with the plans for the Building which are being developed by Landlord (based on the rendered plans which are listed on Exhibit A-2 attached hereto) and the Site Plan (such plans and Site Plan are subject to adjustment by Landlord and approval, and changes if any are required, by the City), and in compliance with all Laws applicable thereto on the date the Building is substantially completed by Landlord (the “Landlord’s Work”). Such plans, prior to approval by the 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 E shall be comparable to Building C with regard to materials and color, but shall consist of eight (8) stories. Landlord shall provide Tenant’s architect with a CAD file of the Final Base Building Plans within three (3) business days after the same have been upon submittal of same to the City of Santa Xxxxx Building Department (the “Submittal Date”). (b) Landlord will deliver drafts of the Interim Base Building Plans to Tenant as the same are developed and revised, within three (i3) business days after each revision set is completed. In addition, Landlord shall use reasonable efforts to provide Tenant with copies of other material submissions to the City of Santa Xxxxx and to keep Tenant informed of material discussions and correspondence with the City and other relevant governmental authorities. Tenant shall have the right to approve any material changes to the Interim Base Building Plans, unless the same are required solely by the City of Santa Xxxxx. (c) In the event it is determined that Landlord’s Work substantially has not been completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in requirements of this Work Letter, Landlord agrees to correct (or to cause Landlord’s contractor to correct) Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to necessary with the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of result that that Landlord’s Work will have been completed in accordance with the requirements of this Work Letter (and the foregoing shall also apply to be delayed, work required due to a governmental agency requiring remediation of any Hazardous Materials on or about the Commencement Date shall be the date that, In the opinion of Landlord’s architect Property not released by Tenant or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection any of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicableTenant Parties).

Landlord’s Work. The Premises (A) Landlord shall, at Landlord’s expense (i.e., for the avoidance of doubt, the same shall not count against Landlord’s Contribution), perform the work to: (1) demolish Space A (the demising walls shall remain of proper fire resistance ratings; all fire stopping of holes and penetrations shall be delivered the responsibility of Landlord; and a TR-1 special inspection report for fire resistance rated construction and firestopping shall be provided at Landlord’s expense (TR-1 to be dated after the Substantial Completion of such demolition work and prior to the commencement of Landlord’s Premises Work)); (2) upgrade the finishes in the common corridor, including the elevator landing, on the ninth (9th) floor of the Building utilizing Building standard materials and finishes (provided, however, that Tenant shall have the right, on or before March 15, 2021, to request from Landlord modifications to such common corridor renovations, which requested modifications shall be subject to Landlord’s approval, such approval not to be unreasonably withheld, conditioned or delayed; Landlord shall request from the contractor engaged by Landlord to perform such common corridor renovations any incremental cost increase that might be incurred on account of such modifications requested by Tenant and approved by Landlord and provide notice of such incremental cost increases to Tenant; Tenant shall have the right to either approve or disapprove such incremental costs increases by giving notice to Landlord within three (3) Business Days after Landlord’s notice to Tenant of such incremental cost increases (iit being agreed that Tenant shall be deemed to disapprove an incremental cost increase if Tenant fails to approve any specific cost increase within such three (3) Business Day period), and upon any such approval by Tenant, Landlord shall proceed with the modifications so approved by Tenant, and Tenant shall pay such incremental cost increases incurred by Landlord in connection therewith within ten (10) Business Day after Landlord gives Tenant an invoice therefor); (3) perform certain cosmetic modifications to the four (4) common restrooms located on the ninth (9th) floor of the Building using Building standard materials and finishes (which cosmetic modifications shall include a new Building standard vanity (i.e. countertop, sink, sink hardware, mirror) in each restroom; provided, however, Tenant shall have the right, on or before March 15, 2021, to request that Landlord not perform such cosmetic modifications to any or all of the common restrooms located on the ninth (9th) floor of the Building, in which case Tenant shall be entitled to a credit of Twenty-Two Thousand Five Hundred Dollars and No Cents ($22,500.00) per restroom (not to exceed Ninety Thousand Dollars and No Cents ($90,000.00) in the aggregate for all four (4) restrooms) so elected by Tenant not to be upgraded, which credit shall be applied to additional base building work on the Terrace Area as requested by Tenant (e.g., Tenant requests additional upgrades to the pavers and lighting in the Terrace Area), which requested additional base building work shall be subject to Landlord’s approval, such approval not to be unreasonably withheld, conditioned or delayed; it being agreed, however, that if the amount of such credit shall exceed the cost of such additional base building work on the Terrace Area, Tenant shall not be entitled to any credit against the Rental due hereunder or payment of such excess); (4) install new landscaping on the Terrace Area and, if and to the extent necessary, powerwash and/or repair any existing pavers, railings, and lighting in the Terrace Area; (5) install one (1) ramp on the portion of the Terrace Area located on the north side of the Building and one (1) ramp on the portion of the Terrace Area located on the south side of the Building, in each case so that the Terrace Area complies with applicable Requirements, including ADA (which ramps shall be constructed with Building standard materials and finishes; provided, however, that Tenant shall be permitted, on or before March 15, 2021, to request modifications to the materials and finishes used for such ramps (to the extent permitted by applicable Requirements and subject to Landlord’s approval, not to be unreasonably withheld, conditioned or delayed) by following the procedure, including, without limitation, cost estimates and incremental cost increase payments, for modifications to the common corridors set forth in Section 6.2(A)(2) hereof, mutatis mutandis), (6) provide a form ACP-5 to Tenant stating that there are no asbestos containing materials in the Premises; (7) deliver the floors scraped, patched and reasonably smooth and leveled ready for Tenant to apply finishes; all holes, core drills and other penetrations in the slab patched and fire stopped; and (8) remove sheetrock from all columns (items (1) through (8) collectively referred to herein as “Landlord’s Base Building Work”). (B) Landlord shall, at Landlord’s expense, but subject to the terms of Section 6.3 hereof, perform the work necessary to construct the Premises (such work, “Landlord’s Premises Work”; Landlord’s Base Building Work substantially completed and Landlord’s Premises Work are collectively referred to herein as “Landlord’s Work”) in accordance with the Core Final Plans which shall be prepared by A+I (“Architect”) and Shell Plans AMA, PC, Tenant’s MEP engineer, and based upon that certain drawing, prepared by Architect and dated February 11, 2021 (the “Preliminary Space Plan”), a copy of which is attached hereto as Exhibit C “6.2” and made a part hereof. Notwithstanding anything to the Building Shell Description contrary contained herein, Landlord shall not be obligated to install any furniture or built-ins or telecommunication wiring or equipment even if same are shown on the Preliminary Space Plan, Tenant’s Initial Plans, or the Final Plans. Tenant agrees that Tenant shall engage Architect to prepare the Preliminary Space Plan, Tenant’s Initial Plans, the Final Plans and Definition attached hereto as Exhibit C-1 and any other services required to be performed by an architect in connection with all Building systems included in Landlord’s Premises Work, the cost of which shall be paid by Landlord subject to and in accordance with the terms of Section 6.4 hereof. (C) Tenant shall deliver or cause Architect to deliver to Landlord on or prior to April 16, 2021 (the “Plan Deadline”) in the manner set forth in Section 6.2(E) hereof, six (6) copies of the construction plans and specifications for Landlord’s Premises Work in good working orderbased on the Preliminary Space Plan (“Tenant’s Initial Plans”), which shall be (x) one hundred percent (100%) complete and ready to bid and build (including, without limitation, layout, architectural, mechanical, structural, engineering and plumbing drawings, to the extent applicable), (y) stamped and approved by Architect, and (iiz) except as otherwise expressly set forth herein, without any representation or warranty by or from in format containing sufficient detail (i) for Landlord as and Landlord’s consultants to reasonably assess the condition of the Premises, the habitability of the Premises, the fitness of proposed work to prepare the Premises for the Permitted Use and/or the conduct of Tenant’s business in initial occupancy, (ii) to permit Landlord to make all necessary filings with Governmental Authorities to obtain the Premisesrequired permits, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of approvals and certificates to allow Landlord to commence Landlord’s Premises Work to be delayed(the requirements set forth in clauses (x)-(z) hereof, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place“Plan Requirements”). 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. The Attached hereto as Exhibit B-2 are a floor plan of the Premises approved by Landlord and Tenant entitled “Fit Plan June 5, 2013 AMAG Pharmaceuticals” (“Floor Plan”) and a Turn-Key Matrix entitled “AMAG Pharmaceuticals 0000 Xxxxxx Xxxxxx, Xxxxxxx, XX Delineation of Turnkey Work vs. Tenant Work” dated June 6, 2013 (“Turn-Key Matrix”). Landlord shall promptly prepare and deliver to Tenant for review working drawings based on the Floor Plan and Turn-Key Matrix (“Proposed Plans”). Tenant shall either approve the Proposed Plans or deliver any requested changes to the Proposed Plans to Landlord not later than three (3) business days following Tenant’s receipt of the Proposed Plans. Any changes or items of work requested by Tenant and not shown on the Floor Plan or referenced in Turn-Key Matrix shall be deemed to be Change Proposal(s) (as defined below) and shall be subject to the terms and provisions of subsection (2) below. If for any reason Landlord does not receive Tenant’s requested changes to the Proposed Plans within such 3-business day period, each day thereafter that Landlord does not receive Tenant’s approval of the Proposed Plans or Tenant’s requested changes thereto shall constitute one day of Tenant Delay. To the extent Landlord approves Tenant’s requested changes (such approval by Landlord not to be unreasonably withheld; however, Landlord’s determination of matters relating to structural matters and aesthetic issues relating to alterations or changes which are visible outside the Premises shall be delivered to Tenant (i) with in Landlord’s Work substantially completed sole discretion), Landlord shall prepare and deliver a Landlord’s Change Order Response (as defined in subsection (2) below) in accordance with the Core provisions of subsection (2) below and Shell Tenant shall either approve or disapprove the Landlord’s Change Order Response not later than three (3) business days following Tenant’s receipt of the same. If for any reason Landlord does not receive Tenant’s approval or disapproval of the Landlord’s Change Order Request within such 3-business day period, each day thereafter that Landlord does not receive Tenant’s approval or disapproval of the Landlord’s Change Order Request shall constitute one day of Tenant Delay. If Tenant approves Landlord’s Change Order Response, Landlord shall revise the Proposed Plans attached hereto accordingly and resubmit the same to Tenant for approval, which approval shall not be unreasonably withheld, conditioned or delayed and given or withheld not later than three (3) business days following Tenant’s receipt of the revised Proposed Plans. If for any reason Landlord does not receive such approval or disapproval of the revised Proposed Plans shall constitute one day of Tenant Delay. Such process shall be followed until the Proposed Plans shall have been approved by Landlord and Tenant. The Proposed Plans, so approved by Landlord and Tenant, shall be referred to herein as Exhibit C the “Plans” and deemed incorporated herein by reference. Landlord shall perform the Building Shell Description work shown on the Plans (“Landlord’s Work”); provided, however, that Landlord shall have no responsibility for the installation or connection of Tenant’s computer, telephone, other communication equipment, systems or wiring. Subject to Force Majeure and Definition attached hereto as Exhibit C-1 and with all Building systems included in Tenant Delays, Landlord shall diligently perform Landlord’s Work in a good working orderand workmanlike manner in compliance with the final approved Plans and all applicable Legal Requirements, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicableexpense, except for Tenant Plan Excess Costs.

Landlord’s Work. The (a) On the Fourth Floor Commencement Date, Landlord shall deliver the Fourth Floor Premises shall be delivered to Tenant in its “as-is” condition, subject to the following (collectively, “Landlord’s Fourth Floor Work”): (i) demolish the existing installation and remove all debris; (ii) deliver sprinkler infrastructure, including existing combination standpipe sprinkler risers, temporary construction sprinkler look, and valve connections on the floor which is fully operational, code compliant and ready for Tenant work; (iii) all building systems shall be fully operational; (iv) Landlord shall provide Tenant with a clean ACP-5 for the Fourth Floor Premises; (v) connection points for Tenant’s strobes and related Class E connection shall be available; and (vi) fireproof any exposed structural steel and fire stop as required by code. Landlord’s Fourth Floor Work substantially completed shall be performed by Landlord at its sole cost and expense, in a first class and good and workmanlike manner and in accordance with applicable laws. Landlord shall give Tenant five (5) business days’ advance notice of the Core Fourth Floor Commencement Date. (b) Notwithstanding anything to the contrary contained herein, in the event Landlord is delayed in completing Landlord’s Fourth Floor Work due to delay caused by Tenant and Shell Plans attached hereto as Exhibit C Tenant does not cease such delay within two (2) days of receiving written notice of such delay (a “Tenant Delay”), the applicable Landlord’s Fourth Floor Work shall be deemed substantially completed on the date it reasonably would have been substantially completed but for the Tenant Delay, and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Fourth Floor Commencement Date shall be the date thatit would have been but for the Tenant Delay. Tenant agrees that in the event its contractors and subcontractors are performing any Tenant’s Fourth Floor Work simultaneously with the performance Landlord’s Fourth Floor Work, In Tenant will use commercially reasonable efforts to minimize interference with Xxxxxxxx’s performance of Xxxxxxxx’s Fourth Floor Work; should Tenant’s Fourth Floor Work interfere with the opinion performance of Landlord’s architect or space plannerFourth Floor Work, substantial completion the Fourth Floor Commencement Date shall be the date Landlord’s Fourth Floor Work would have occurred if such delays had not taken placebeen completed but for the Tenant Delay. 2.2.1. Within ten (10c) days after Landlord delivers shall perform the following work at the Original Premises to Tenant with (collectively, the “Landlord’s Work substantially completedOriginal Premises Work”): (i) replace existing countertops, Tenant sinks and Landlord will conduct faucets in the bathrooms with Building standard finishes otherwise consistent with Class A Manhattan office buildings [PL9 for the men’s room and F3 for the ladies’ room]; (ii) replace existing rusted pipe in ceiling with a joint walk-through inspection of new copper pipe; and (iii) patch, paint and otherwise repair damage to the Premises and ceiling from recent leaks. Landlord’s Original Premises Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items shall be performed by Landlord will thereafter diligently complete at Landlord’s its sole cost and expense within thirty expense, in a first class and good and workmanlike manner and in accordance with applicable laws. Landlord will endeavor to complete Xxxxxxxx’s Original Premises Work prior to the Fourth Floor Commencement Date, provided, however, the completion of Landlord’s Original Premises Work shall in no event affect the occurrence of or be a condition of the occurrence of the Fourth Floor Commencement Date. During the Xxxxxxxx Associates/95 Xxxxxx / Integral Ad Science, Inc. - First Amendment/First Amendment to Lease v7 performance of Xxxxxxxx’s Original Premises Work, Xxxxxxxx agrees to use commercially reasonable efforts to minimize interference with Xxxxxx’s business operations at the Original Premises, including the performing same on an overtime basis, and agrees that there will be at least one (301) days after mutual agreement bathroom on the eighth (8th) floor available for Tenant’s use during the performance of said punch-list or as soon thereafter as reasonably practicablethe bathroom renovations.

Landlord’s Work. The Premises (a) Landlord shall be delivered to Tenant (i) with perform Landlord’s Work substantially completed in accordance with by the Core applicable Target Commencement Date for each Phase of the Premises. The cost to perform Landlord’s Work shall be borne solely by Landlord and Shell Plans attached hereto shall not be charged against the Improvement Allowance (as Exhibit C defined below). Any and all work necessary to improve the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems Premises for the purposes of Tenant’s initial occupancy thereof not expressly included in Landlord’s Work shall be the responsibility of Tenant, at its sole cost and expense (subject to reimbursement from the Improvement Allowance). If, after 30 days’ prior written notice from Tenant, Landlord does not substantially complete the Landlord Work on or before the requisite dates for any reason (other than delays caused by Tenant or by reason of any force majeure event), then Tenant may itself perform or cause to be performed the Work using, at Tenant's election, either Landlord's general contractor or a general contractor selected by Tenant. The cost to reimburse Tenant for the performance of Landlord’s Work shall be deemed to be a corresponding increase in good working orderthe Improvement Allowance for all of the purposes of this Work Agreement. (b) Tenant may elect to make certain upgrades to the Building’s lobby subject to Landlord’s reasonable approval, in which case Landlord shall reimburse Tenant for fifty percent (50%) of such improvement costs up to a maximum contribution from Landlord of $250,000.00, on a pari passu basis, provided that such election must occur on or before December 31, 2018, and provided Tenant may only perform such upgrades either (iii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to in connection with the condition performance of the Tenant Improvements for Phase II of the Premises, in which case the habitability performance of such improvements shall not materially interfere with ingress and egress to and from the Building lobby by any existing occupants of the Building, or (ii) in connection with the performance of the Tenant Improvements for Phase III of the Premises, . (c) Landlord may unilaterally select a general contractor acceptable to Landlord for the fitness construction of Landlord’s Work. Landlord may perform Landlord’s Work concurrently with the construction of the Premises Tenant Improvements, independently of Tenant. Without limiting the generality of the foregoing, Landlord may engage Tenant’s Contractor to perform Landlord’s Work under a direct contract with Landlord and with a construction schedule that is incorporated into the Construction Schedule for the Permitted Use and/or Tenant Improvements. At all times, Landlord shall keep the conduct Premises free of Landlord’s contractors and equipment (except to the extent that Landlord’s contractors require access to the Premises to complete Landlord’s Work, provided that during any such access Landlord’s contractors do not interfere with the work of Tenant’s business Contractor and consultants) to Tenant in order to allow Tenant to commence the Premises, or the zoning construction therein of the Premises. The existence of any “punchlist”-type items Tenant Improvements. (d) Landlord shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayedconstructed with diligence and in a workmanlike manner, the Commencement Date shall be the date thatin compliance with all applicable Laws, In the opinion of Landlord’s architect or space plannerordinances, substantial completion would have occurred if such delays had not taken placerules and regulations. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. The Notwithstanding anything to the contrary in Section 32 or Exhibit “D,” Landlord shall concurrently construct Tenant improvements to the entire Premises including the Initial Premises and the Additional Premises (“Landlord’s Work”) for Tenant’s use. Tenant shall be delivered have access to Tenant (i) with the Initial Premises only on the Commencement Date and Landlord shall not deliver possession of the Additional Premises until January 1, 2009. Landlord’s Work substantially completed shall be in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in following: (a) Landlord’s Work in good working ordershall be designed by an architect or interior designer selected by Tenant, and subject to Landlord’s reasonable approval (iithe “Designer”). Landlord approves X. Xxxxx & Associates. (b) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be in accordance with the date thatfinal space plan, In which is attached as Exhibit “I”’ and which has been approved by Landlord, and with the opinion of Landlord’s architect or space plannerConstruction Documents and approved by Landlord and Tenant, substantial completion would have occurred if such delays had which approval shall not taken place. 2.2.1. Within be unreasonably withheld, and shall be deemed given unless a party shall disapprove by written notice to the other party and the Designer given within ten (10) days after receipt of the Construction Documents. Any notice of disapproval shall state with particularity the item(s) so disapproved. In the event of any such disapproval, the Designer shall revise the Construction Documents to meet such objections and resubmit the same for approval pursuant to this subsection. Failure of the Designer to complete its Construction Documents for the Initial Premises by May 30, 2007 shall be deemed a Tenant Delay and the Commencement Date shall be that date on which the Commencement Date would have occurred but for such Tenant delay. (c) Promptly following approval of the Construction Documents (the “Approved Plans”), Landlord delivers the Premises to Tenant with shall obtain bids for Landlord’s Work substantially completedfrom three (3) licensed general contractors selected by Landlord and Tenant consisting of Co-well Contractors, Xxxxx Builders and Casco Contractors. Landlord and Tenant shall mutually select the contractor whose bid provides for a complete Landlord’s Work in accordance with the Approved Plans. The contractor shall perform under a cost plus general conditions and fees/Guaranteed Maximum Price contract based on the fee structure provided and approved by Tenant and Landlord. (d) Landlord will conduct shall retain the contractor selected pursuant to subsection (c) to perform Landlord’s Work. Landlord shall cause such work to be diligently performed and to be completed by the Target Commencement Date or soon thereafter, as practicable. (e) The phrase “costs of Landlord’s Work” shall mean all out-of-pocket costs incurred by Landlord with respect to Landlord’s Work, including all planning, design and engineering fees and costs, costs and fees with respect to Tenant’s third-party project management team, the costs of obtaining all required governmental approvals and permits with respect to Landlord’s Work and all costs of construction and installation of Landlord’s Work, including purchase of materials and equipment and contractors’ fees, overhead, profit and general conditions. There shall be no administrative charge or fee by Landlord with respect to Landlord’s Work. (f) Landlord shall initially pay all costs of Landlord’s Work provided, however, in no event shall Landlord be obligated to make disbursements in a joint walk-through inspection total amount which exceeds that portion of the costs of Landlord’s Work equal to the lesser of (i) the entire costs of Landlord’s Work and (ii) an amount equal to $25.00 per square foot of Rentable Area of the Premises (the Initial Premises and the Additional Premises). The Tenant Improvement Allowance shall be disbursed by Landlord directly to the contractor, subcontractor or vendor as designated in accordance with the construction contract (each of which disbursements shall be made pursuant to Landlord’s disbursement process). Promptly upon awarding the contract to the contractor pursuant to subsection (c), Landlord shall notify Tenant in writing of the total costs of Landlord’s Work and any portion thereof for which Tenant is responsible. If the total cost of the Tenant Improvements as set forth in the selected bid is greater than the Tenant Improvement Allowance, then Tenant shall be responsible for payment of such amount in excess of the Tenant Improvement Allowance and each payment made in relation to create an agreed upon list specifying those decoration the costs of constructing the Tenant Improvements which is required after the Tenant Improvement Allowance has been fully expended shall be made by Tenant. Tenant shall pay to Landlord all Contractor invoices which apply to amounts in excess of the Tenant Improvement Allowance as incurred in the ordinary course of construction and in no event later than fifteen (15) days after receipt by Tenant of any such invoice whether from Contractor or Landlord. Landlord shall thereafter pay Contractor in accordance with the terms of the construction contract. In the event that, after the bid is accepted, any revisions, changes, or substitutions shall be made to the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions or any other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within additional costs shall also be paid by Tenant. Within thirty (30) days after mutual agreement completion of said punchLandlord’s Work, Landlord shall provide to Tenant a summary, in reasonable detail, of the final total costs of Landlord’s Work and any portion for which Tenant is responsible. Any additional amount owed by Tenant shall be paid, as additional rent, within fifteen (15) days after Tenant’s receipt of Landlord’s Summary. Any overpayment by Tenant shall be credited against the first rent payable by Tenant pursuant to this Lease. In addition to Landlord’s Work, Landlord shall, at Landlord’s sole cost, (A) perform any work necessary to cause the Premises (in shell condition) and associated Common Facilities to be ADA compliant (other than such work as is caused by and which is a part of the work on the Approved Plans), (B) install new roof-list mounted package HVAC units with condensation lines, platforms, curbs and drops through the roof structure to service the Premises (at a capacity of one (1) ton per 400 square feet of the Premises) this work is to include required MEP and structural engineering drawings and related permits, (C) install main electrical switchgear to service the Premises (not including sub-panels or interior electrical distribution) which such electrical service shall be 800 amps, 277/480 volt, 3-phase, 4-wire power, including providing an (max) 800 amp feeder connection from the meter servicing the Premises to the Premises, (D) install a new roof structure and membrane, (E) new sanitary sewer line running east-west through the Premises, (F) new overhead fire sprinkler system, excluding drops based upon Tenant’s interior plan, (G) 2” water service stubbed into the southeast corner of the Premises, (H) separate conduit with pull strings for telephone and data stubbed into the Premises (and Landlord to remove all old phone equipment within the existing MPOE cabinet or expand the existing MPOE cabinet to allow space for Tenant’s equipment and secure access to the Tenant’s conduit from the adjacent tenant) and (I) new, ADA compliant perimeter sidewalks with ADA compliant handicap parking stalls based upon the existing location of entry/exit doors (collectively, the “Supplemental Building Work”). All such Supplemental Work has been completed as soon thereafter of the date hereof except item (B). All of such Supplemental Building Work shall be constructed as reasonably practicabledetermined by Landlord’s in its discretion, by a contractor chosen by Landlord. In the event that Tenant requires additional HVAC capacity, Landlord shall cooperate with Tenant to obtain same, at no cost to Landlord. All HVAC work below the roof structure, including, but not limited to, ducting, thermostats and grills, shall not be included in the Supplemental Building Work. Landlord’s Work shall not include (1) telecommunications cabling for Tenant, (2) Tenant’s furniture, fixtures and equipment, (3) Tenant’s signage and (4) Tenant’s antennas pursuant to Section 48.10. All such items shall be the responsibility of Tenant, both as to performance and payment of the costs thereof.

Landlord’s Work. The Premises shall be delivered to Tenant (i) with Landlord shall, at its sole cost and expense, fully fund and complete the Landlord’s Work substantially completed in accordance as described on Exhibit B. Landlord shall select and contract with general contractor, manage architectural drawings (subject to Tenant’s reasonable approval), and coordinate and manage the Core construction project and Shell Plans attached hereto as Exhibit C and activities. Landlord shall enter into a construction contract or contracts for the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in purpose of constructing the Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Work. Landlord as to shall cause the condition of the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayedcompleted in a first-class workmanlike manner using existing Building standard finishes (unless otherwise expressly stated), in accordance with the Commencement Date floor plans and architectural drawings approved by Tenant, and in accordance with all applicable laws, ordinances, and statutes. Landlord warrants that the Landlord’s Work shall be free from defect in material and workmanship. Landlord shall obtain all necessary permits for the date thatLandlord’s Work and to the extent required by applicable law, a new certificate of occupancy for the Leased Premises. Xxxxxxxx agrees that the Landlord’s Work shall be completed on or before October 1, 2019 (the “Outside Completion Date”). In the opinion of event that Xxxxxxxx fails to complete the Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers Work and deliver possession of the Leased Premises to Tenant with on or before the Outside Completion Date, then Tenant shall receive a per diem credit against the next installments of Monthly Rent due under the Lease for each day after the Outside Completion Date that Landlord fails to complete the Landlord’s Work substantially completedand deliver the Leased Premises. In addition, Tenant and Landlord will conduct a joint walk-through inspection of in the Premises and event that Xxxxxxxx fails to complete the Landlord’s Work and deliver possession of the Leased Premises to create an agreed Tenant on or before December 1, 2019 (the “Extended Completion Date”), then Tenant, in addition to any other remedies afforded at law or in equity, may terminate this Lease upon list specifying those decoration notice to Landlord. Upon such termination, all prepaid Monthly Rent and other punch-list items which require completionamounts shall be promptly returned to Tenant. Notwithstanding anything to the contrary herein, which items one day shall be added to the Outside Completion Date and the Extended Completion Date, for each day that Landlord will thereafter diligently complete at is delayed because of a Tenant Delay (as hereinafter defined). For purposes hereof, the term “Tenant Delay” shall mean any actual delays to the completion of the Landlord’s sole cost and expense Work stemming from (i) any changes in writing from Ms. Xxxxx Xxxxx (of Tenant) to the scope of the Landlord’s Work, or (ii) any failure of Tenant to respond to Xxxxxxxx’s request for information or approval in connection with the completion of the Landlord’s Work within thirty four (304) business days after mutual agreement such request. Upon completion of the Landlord’s Work, Tenant shall have the right to inspect the Leased Premises and to prepare and submit to Landlord a punch list of any incomplete or nonconforming work included in the Landlord’s Work. Landlord shall complete such work as is detailed on said punchpunch list in a commercially-list or as soon thereafter as reasonably practicablereasonable time.

Landlord’s Work. The parties acknowledge that in each case of such expansion, Tenant shall timely cooperate with Landlord in the preparation and finalization of Space Plans, and other submissions, Working Drawings, renderings, comments and requirements, in the same manner and subject to the same terms and conditions for Landlord's Work [to the Premises at the inception of the initial Lease term hereof, as set out in the Lease and EXHIBIT B thereto], but modified as follows: (i) the delivery date of the initial Space Plan shall be twenty (20) days after Tenant delivers its Expansion Notice or Available Expansion Space Notice, as applicable; (ii) the contemplated work shall be limited to the applicable Expansion Space only; (iii) the provisions which provide for certain items of work [including "ADA" compliance and fire sprinkler installations] to be performed at Landlord's sole cost and without right of reimbursement from the Allowance, are modified so as to allow Landlord to draw against the Allowance for all such costs and expenses respecting the applicable Expansion Space; (iv) the applicable Allowance shall be a value computed as the product of the square feet of rentable area of the applicable Expansion Space, multiplied by the value $22.00, further multiplied by a fraction, the numerator of which shall be the number of months (rounded up to the next whole number) remaining after Landlord's Tender of such Expansion Space through the Termination Date of the initial Term of this Lease, and the denominator of which shall be 126; (v) references in the Landlord's Work provisions to the Building shall be deemed references to the Office in the Americas Building and references in the Landlord's Work provisions to the Premises shall be delivered to Tenant (i) with Landlord’s Work substantially completed in accordance with the Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working order, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as deemed references to the condition of applicable Expansion Space; and (vi) the Premises, the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Scheduled Commencement Date shall be changed to the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within is thirty (30) days after mutual agreement Tender of said punch-list or as soon thereafter as reasonably practicablepossession of the applicable Expansion Space.

Landlord’s Work. The A. A complex of building 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 shall install metal stud framing only, after Tenant has performed any demolition necessary to accommodate installation of said framing. Such stud framing shall extend from the floor slab of the Leased Premises to the underside of the floor or roof structure. Texxxx’s reimbursement to Landlord for Texxxx’s share of the cost of such work is included in the fee identified in Exhibit B-1 for Landlord provided facilities. 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. 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 delivered able to Tenant (i) with Landlord’s Work substantially completed in accordance with complete its construction within the Core and Shell Plans attached hereto as Exhibit C and Leased Premises prior to such opening, Landlord shall not provide a temporary barricade at the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in Landlord’s Work in good working orderstorefront lease line, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition extent that Landlord shall determine that such barricade is necessary or desirable. If the Leased Premises are not located in such a development or in such an expansion wing, or if Tenant shall be unable to complete the construction of the PremisesLeased Premises and to open for business at the time that such development or expansion wing, as applicable, first opens for business to the habitability public, Landlord shall provide, for Tenant’s use during construction and demolition, a temporary barricade at the storefront lease line. Tenant shall reimburse Landlord $45.00 per lineal foot of storefront lease line for any such temporary barricade provided by Landlord. Landlord shall remove the Premises, the fitness of the Premises for the Permitted Use and/or the conduct storefront barricade upon completion of Tenant’s Work and when Texxxx xs prepared to open for business in as determined by Landlord. Landlord shall have the option, by written notice to Tenant, to require Tenant to remove the storefront barricade and to store the same at a location specified by Landlord within the regional retail development. In the event of such removal by Tenant, Tenant shall be responsible for any damage 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 occupant, the 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, and the following utilities or utility stubs are not contained within the Leased Premises, or Landlord shall cause said utilities to be extended to within the zoning of the PremisesLeased Premises at a point which is closest to Landlord’s pickup point. The existence of any “punchlist”-type items Such utilities shall not postpone the Commencement Date of 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 to other construction exhibits, if any, attached to this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place) for additional information on certain utilities. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. The Premises (a) No later than the Effective Date, Landlord shall cause to be delivered to Tenant for Tenant’s review (ior otherwise make available to Tenant in the plan room located in the lower level of the Building) with all construction and mechanical engineering plans and documents (both those in hard copy and CAD) in Landlord’s possession in order for Tenant’s architect to review and complete the Tenant fitout planning for Landlord’s Work substantially completed for the Premises containing sufficient detail in order for Landlord (or the Approved Contractor) to obtain all applicable permits and governmental approvals and otherwise consistent with the Landlord’s Work (the “Construction Drawings”). Landlord represents to Tenant it has provided to Tenant a full set of CAD drawings for the third floor of the Building and hard copy plans for the remainder of the Building, but otherwise cannot assure Tenant or its architect that it can provide further existing architectural or mechanic plans for the Building that Tenant or its architect may require. Tenant shall cause to be delivered to Landlord on or before June 15, 2017 the Construction Drawings for Landlord’s approval, which approval of Landlord shall not be unreasonably withheld, conditioned or delayed and will be granted or withheld within five (5) days after Tenant’s delivery of same to Landlord. If Landlord disapproves the proposed Construction Drawings, Landlord shall specify the basis for such disapproval in reasonable detail, and Tenant will cause its architect to revise the Construction Drawings to address such deficiencies and promptly submit the same to Landlord. The scope of Landlord’s review of any such revised Construction Drawings will be limited to Tenant’s architect’s correction of the items specified by Landlord in Landlord’s notice of disapproval. Landlord will notify Tenant of Landlord’s approval or disapproval of such revised Construction Drawings within five (5) days following receipt of same, and this process shall continue until Landlord has approved the Construction Drawings (with such approved Construction Drawings constituting the “Approved Construction Drawings”). Landlord and Tenant confirm and agree that the Approved Constructing Drawings shall be fully approved by July 1, 2017 in order to allow the parties sufficient time to timely approve the Landlord’s Approved Contractor and complete Landlord’s Work in accordance with this Lease. (b) As set forth in the prior paragraph (a), Landlord and Tenant shall on or before July 1, 2017 agree upon the work to be done within the Premises as shown on the Approved Construction Drawings by the Landlord (by and through the Approved Contractor) prior to the Term Commencement Date (the “Landlord’s Work”) pursuant to the Approved Construction Drawings. Tenant shall have the right, as part of Landlord’s Work, to install in the Premises and thereafter maintain and operate its own heating, ventilating, and/or air-conditioning units to provide heating, ventilating and cooling to the Premises, including without limitation, equipment and support structures in a portion of the Building or Land outside the Premises as requested by Tenant and reasonably approved by Landlord (collectively, the “Supplemental HVAC”), which Supplemental HVAC shall be subject to Landlord’s reasonable approval, as more particularly described in Section 3.5(a) hereof. Landlord and Tenant agree to mutually cooperate with one another in finalizing the Landlord’s Work schedule. The portion of the cost of Landlord's Work in the amount of the Tenant’s Share of the Landlord’s Work Costs shall be borne by Tenant, with the balance borne and paid for entirely by Landlord, as more fully set forth below in Section 3.6. The Landlord's Work shall be performed by Landlord's Approved Contractor to be selected in accordance with this Lease and the cost of Landlord's Work shall include, without limiting the generality of the foregoing, (a) the entire cost of demolishing the existing improvements and building out the Premises in accordance with the Core Approved Construction Drawings, (b) the cost of all materials and Shell Plans attached hereto labor related to the Landlord's Work and all permit fees, (c) the cost of full scale architectural and engineering costs in connection therewith (including the cost of Tenant’s architect), (d) a construction management fee payable to Lincoln Property Company (or any affiliated entity) equal to three percent (3%) of the so-called “hard costs” of the Landlord’s Work, and (e) the "Cost of the Work", as Exhibit C defined in AIA Document A111 (1987 Edition) (and also specifically including the Building Shell Description cost of the general conditions of the Approved Contractor). Landlord’s Work shall otherwise be performed in a good and Definition attached hereto as Exhibit C-1 workmanlike manner. Notwithstanding anything to the contrary contained in this Lease, Landlord and with all Building systems Tenant hereby agree that Landlord, unless included in Landlord’s Work in good working orderWork, and (ii) except as otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition of the Premises, the habitability of the Premises, the fitness of the Premises shall not be responsible for the Permitted Use and/or construction, relocation or installation of security card readers, office furniture, security systems, internal/external telecommunications, voice and data cabling or other telephone, data and communications equipment (collectively the conduct “Tenant’s Initial Work”) nor shall Landlord have any obligation to pay therefore. Tenant shall have the right to install as part of Tenant’s business in Initial Work its own security system at the entry to and within the Premises, or the zoning of the Premises. The existence of any “punchlist”-type items shall not postpone the Commencement Date of this Lease. If Tenant or Tenant’s employees, agents or contractors cause construction of Landlord’s Work to be delayed, the Commencement Date shall be the date that, In the opinion of Landlord’s architect or space planner, substantial completion would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant with Landlord’s Work substantially completed, Tenant and Landlord will conduct a joint walk-through inspection of the Premises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.