Common use of Landlord’s Work Clause in Contracts

Landlord’s Work. 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 and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). 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 I Work (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of 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 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 the “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. 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 and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). Based upon and in conformity with the Base Shell and Core Description, Landlord shall cause its architect and engineersA) Landlord, at Landlord’s its 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 I Work (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and perform Landlord’s receipt Work in the 20th Floor Premises and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the Base Building Working Drawings20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, Tenant and then (x) Landlord shall approve or disapprove the same, which approval shall not be unreasonably withheld; providedsubject to any liability for such failure, howeverand (y) the Lease, that Tenant may only disapprove as modified by this Agreement, shall remain in full force and effect without extension of the Base Building Working Drawings 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 the extent such Base Building Working Drawings are inconsistent with necessary to correspond to the Baseactual 20th and 21st Floor Premises Commencement Date, Shell as applicable. The foregoing notwithstanding, (1) if the 20th and Core Description and only if Tenant delivers notice thereof to Landlord within such seven (7) day period. If 21st Floor Premises Commencement Date has not occurred by September 1, 2017 for 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 provisionsreason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the parties 20th and 21st Floor Commencement Date actually occurs, Tenant shall follow receive an abatement of Fixed Annual Rent with respect to the foregoing procedures 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Fixed Annual Rent for approving the Base Building Working Drawings each day from and after September 1, 2017 until the same are finally approved by Landlord 20th and Tenant. Upon Landlord’s 21st Floor Premises Commencement Date (and Tenant’s approval of as applied to the Base Building Working Drawings21st Floor Premises, the same period that Tenant does not pay Fixed Annual Rent shall be referred to as extended accordingly) and (2) if the “Approved Working Drawings for Landlord’s Phase I Work”. Based upon 20th 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”) 21st Floor Premises Commencement Date has not occurred by no later than October 1, 2019. Within seven (7) days after Tenant’s 2017 for any reason, and Landlord’s receipt of provided such delay is not due to any Tenant Delay or Force Majeure, then once the Phase II Base Building Working Drawings20th 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 shall approve or disapprove the same, which approval shall not be unreasonably withheld; provided, however, that Tenant may only disapprove subject to any additional liability for penalties or damages for failure to substantially complete Landlord’s Work by the Phase II Base Building Working Drawings 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s sole remedies therefor. The provisions of this Article are intended to constitute an “express provision to the extent such Phase II Base Building Working Drawings are inconsistent with contrary” within the Base, Shell and Core Description and only if Tenant delivers notice thereof to Landlord within such seven (7meaning of Section 223(a) 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 the “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”New York Real Property Law.

Landlord’s Work. Prior to (a) No later than the execution of the Lease, Landlord and Tenant have approved the detailed description of base, shell and core work for the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). Based upon and in conformity with the Base Shell and Core DescriptionEffective Date, Landlord shall cause its architect and engineers, at Landlord’s sole cost and expense, to prepare and deliver be delivered to Tenant, Tenant for Tenant’s approval, detailed specifications review (or otherwise make available to Tenant in the plan room located in the lower level of the Building) all construction and engineered working 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 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 in CAD format, which shall include, without limitation, ADA path for the third floor of travel, restroom locations the Building and counts, exit lighting hard copy plans for the Phase I Work (remainder of the “Base Building, but otherwise cannot assure Tenant or its architect that it can provide further existing architectural or mechanic plans for the Building Working Drawings”) by no later than that Tenant or its architect may require. Tenant shall cause to be delivered to Landlord on or before June 115, 2019. Within seven (7) days after Tenant’s and 2017 the Construction Drawings for Landlord’s receipt of the Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the sameapproval, which approval of Landlord shall not be unreasonably withheld; provided, however, that Tenant may only disapprove the Base Building Working Drawings conditioned or delayed and will be granted or withheld within five (5) days after Txxxxx’s delivery of same 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 periodLandlord. If any specific changes Landlord disapproves the proposed by Tenant to rectify any inconsistencies with the Base, Shell and Core Description are timely and properly proposed by TenantConstruction Drawings, Landlord shall specify the basis for such disapproval in reasonable detail, and Tenant will cause its architect and engineers to revise the Base Building Working Construction Drawings to incorporate address such revisions deficiencies and promptly submit the same for Tenantto 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 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 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 the “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”this Lease.

Landlord’s Work. Prior Landlord shall construct and, except as provided below to the execution of the Leasecontrary, Landlord and Tenant have approved the detailed description of base, shell and core work pay for the Phase I Premises and Phase II Premises entire cost of constructing the leasehold improvements (“Landlord’s Work”) described in the specifications identified in Schedule D-1 attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”"Specifications"). Based upon and in conformity with the Base Shell and Core Description, Landlord shall cause its architect and engineers, at prepare construction drawings for the Landlord’s sole cost Work and expense, submit to prepare and deliver to Tenant, Tenant for TenantXxxxxx’s approval, detailed specifications not to be unreasonably withheld, conditioned or delayed and engineered working such consent shall not be withheld so long as (and to the extent that) the construction drawings are consistent with the Specifications. Tenant shall respond in CAD formatwriting to Xxxxxxxx’s submission within five (5) business days and 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 to this Lease as 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 include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the Phase I Work (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of the Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the same, which approval shall not be unreasonably withheld, provided that (a) the changes shall meet or exceed Xxxxxxxx's standard specifications for tenant improvements for the Building; provided, however, that (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 unless Tenant may only disapprove agrees to be responsible for the Base Building Working Drawings to payment of such additional building services; (d) the extent such Base Building Working Drawings are inconsistent with changes do not have any adverse affect on 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 structural integrity or systems of the Base Building Working DrawingsBuilding; and (e) the changes will not, the same shall be referred to as the “Approved Working Drawings for in Landlord’s Phase I Work”. Based upon and in conformity with the Base's reasonable opinion, 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 the “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 “delay Landlord’s Work”, unless Xxxxxx agrees to compensate Landlord on a day-for-day basis for any such delay. The Approved Working Drawings for LandlordIf Landlord approves a change requested by Xxxxxx, Landlord will provide Tenant with Xxxxxxxx’s Phase I Work contractor’s estimate of the cost of such changes and Tenant shall pay the Approved Working Drawings for Landlord’s Phase II Work are sometimes collectively referred actual third-party costs attributable to herein as such change upon receipt of invoice therefor. To the “Approved Working Drawings for extent any such change results in a delay of Landlord’s Work”, then such delay shall constitute a Tenant Delay.

Landlord’s Work. Prior to the execution of the LeaseLandlord shall, Landlord with diligence and Tenant have approved the detailed description of base, shell and core work for the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). Based upon and in conformity with the Base Shell and Core Description, Landlord shall cause its architect and engineersdispatch, at Landlord’s its --------------- sole cost and expense, demolish the existing tenant installation as necessary, install the electric submeters referred to prepare 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 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 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 (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt use of the Base Building Working DrawingsUPS/EPS system is Eight Thousand Dollars ($8,000.00); however, Tenant and Landlord shall approve or disapprove the same, which approval this shall not be unreasonably withheld; providedintended 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, howeverincluding substantial Building and tenant enhancements and alterations, and, subject only to the foregoing provisions concerning Landlord's Work, Tenant agrees to accept the Leased Premises in 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 Tenant may only disapprove (i) if at any time after the Base Building Working Drawings commencement of the Term, any Governmental Authority shall contend or declare that the Common Areas do not comply with the 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 expense to the extent such Base Building Working Drawings are inconsistent the Common Areas do not comply in all material respects with the BaseAct as of the date hereof, Shell and Core Description and only (ii) if Tenant delivers notice thereof to Landlord within such seven (7) day period. If at any specific changes proposed by Tenant to rectify time after the commencement of the Term, any inconsistencies Governmental Authority shall contend or declare that the Leased Premises do not comply with the BaseAct, Shell and Core Description are timely and properly proposed by Tenant, Landlord Tenant shall promptly perform such work as is necessary to cause its architect and engineers the Leased Premises to revise the Base Building Working Drawings to incorporate such revisions and submit the same for Tenant’s approval in accordance comply 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 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 engineersAct, at Landlord’s Tenant's sole cost and 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, to prepare and deliver to Tenantif necessary, for Tenant’s approval, detailed specifications and engineered working drawings in CAD format's Initial Work to the Leased Premises. Landlord shall provide Tenant with the use of two (2) 40 ton Liebert Air Handler Units (the "Liebert Units") with dehumidification for Tenant's data center on an "as-is" basis", which shall includebe in working condition at the time of turnover to Tenant. Landlord expressly disclaims all warranties and representations express or implied, without limitationas to such Units or the condition thereof, ADA path including warranties of travelmerchantability and fitness for use. Tenant to be responsible for any costs associated with relocation of the Units, restroom locations as well as the operation, replacement and counts, exit lighting plans maintenance of these Units. Landlord shall be responsible for the Phase II Work (costs of repiping chilled water connections to the “Phase II Base Building Working Drawings”) by no later than October 1, 2019Liebert Units. 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; providedSaid Units shall, however, that Tenant may only disapprove remain 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 property of Landlord’s and Tenant’s approval of the Phase II Base Building Working Drawings, the same shall be referred to as the “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. 2.1 Prior to the execution delivery of the Lease, Landlord and Tenant have approved the detailed description of base, shell and core work for the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). Based upon and in conformity with the Base Shell and Core Descriptionpossession, Landlord shall cause its architect furnish and engineersinstall, at Landlord’s sole cost and expense, to prepare and deliver to Tenant, for Tenant’s approval, detailed specifications and engineered working drawings certain new leasehold improvements in CAD format, which shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the Phase I Work Demised Premises (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of 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 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 the “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”), which shall be performed by Landlord and/or its agents and subcontractors in a good and workmanlike manner. The Approved Working Drawings for An affiliate of Landlord’s Phase I Work , namely, Minkoff Development Corporation (“MDC”), shall act as general contractor and the Approved Working Drawings for Landlord’s Phase II Work are sometimes collectively referred to herein as the “Approved Working Drawings 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) 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 completion of the Landlord’s Work. Tenant, as 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 part 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. 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 and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). Based upon and in conformity with the Base Shell and Core Description, Landlord shall cause its architect and engineersshall, at Landlord’s its sole cost and expense, to prepare fully fund and deliver complete the Landlord’s Work as described on Exhibit B. Landlord shall select and contract with general contractor, manage architectural drawings (subject to Tenant’s reasonable approval), for Tenant’s approval, detailed specifications and engineered working drawings in CAD format, which coordinate and manage the construction project and activities. Landlord shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans enter into a construction contract or contracts for the Phase I Work (purpose of constructing the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of 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 periodWork. 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 the Landlord’s Work to revise the Base be completed in a first-class workmanlike manner using existing Building Working Drawings to incorporate such revisions and submit the same for Tenant’s approval standard finishes (unless otherwise expressly stated), in accordance with the foregoing provisionsfloor plans and architectural drawings approved by Tenant, and in accordance with all applicable laws, ordinances, and statutes. Landlord warrants that the parties Landlord’s Work shall follow be free from defect in material and workmanship. Landlord shall obtain all necessary permits for the foregoing procedures Landlord’s Work and to the extent required by applicable law, a new certificate of occupancy for approving the Base Building Working Drawings until Leased Premises. Xxxxxxxx agrees that the same are finally approved by Landlord’s Work shall be completed on or before October 1, 2019 (the “Outside Completion Date”). In the event that Xxxxxxxx fails to complete the Landlord’s Work and deliver possession of the Leased Premises to Tenant 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 and deliver the Leased Premises. In addition, in the event that Xxxxxxxx fails to complete the Landlord’s Work and deliver possession of the Leased Premises to 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 notice to Landlord. Upon such termination, all prepaid Monthly Rent and other amounts shall be promptly returned to Tenant. Upon Notwithstanding anything to the contrary herein, one day shall be added to the Outside Completion Date and the Extended Completion Date, for each day that Landlord 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 and Work stemming from (i) any changes in writing from Ms. Xxxxx Xxxxx (of Tenant’s approval ) to the scope of the Base Building Working Drawings, the same shall be referred to as the “Approved Working Drawings for Landlord’s Phase I Work”. Based upon and , or (ii) any failure of Tenant to respond to Xxxxxxxx’s request for information or approval in conformity connection with the Base, Shell and Core Description, Landlord shall cause its architect and engineers, at completion of the Landlord’s sole cost Work within four (4) business days after such request. Upon completion of the Landlord’s Work, Tenant shall have the right to inspect the Leased Premises 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 submit to Landlord within such seven (7) day period. If a punch list of any specific changes proposed by Tenant to rectify any inconsistencies with incomplete or nonconforming work included in 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 the “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 Landlord shall complete such work as the “Approved Working Drawings for Landlord’s Work”is detailed on said punch list in a commercially-reasonable time.

Landlord’s Work. Prior to the execution Attached hereto as Exhibit B-2 are a floor plan of the Lease, Premises approved by Landlord and Tenant have approved the detailed description 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 baseTurnkey Work vs. Tenant Work” dated June 6, shell and core work for the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 2013 (the “Base, Shell and Core DescriptionTurn-Key Matrix”). Based upon 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 conformity with Turn-Key Matrix shall be deemed to be Change Proposal(s) (as defined below) and shall be subject to the Base Shell terms and Core Descriptionprovisions 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 in Landlord’s sole discretion), Landlord shall cause its architect prepare and engineersdeliver a Landlord’s Change Order Response (as defined in subsection (2) below) in accordance with the provisions of subsection (2) below and 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 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 the “Plans” and deemed incorporated herein by reference. Landlord shall perform the 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 Tenant Delays, Landlord shall diligently perform Landlord’s Work in a good and workmanlike manner in compliance with the final approved Plans and all applicable Legal Requirements, at Landlord’s sole cost and expense, to prepare and deliver to Tenant, except 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 (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of 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 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 the “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”Plan Excess Costs.

Landlord’s Work. 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 and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). Based upon and in conformity with the Base Shell and Core Description, Landlord shall cause its architect and engineersprovide Landlord’s Work, at Landlord’s sole cost and its expense, to prepare in accordance with plans and deliver to specifications approved by 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 (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of the Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the same, which approval shall not be unreasonably withheld; providedwithheld or delayed. All electrical and plumbing work by Landlord shall be in compliance with all applicable codes and Landlord will be responsible for delivering the Leased Premises in compliance with all applicable federal, howeverstate, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances and codes. In the event that Tenant may only disapprove Landlord will deliver the Base Building Working Drawings to Leased Premises more than sixty (60) days before or after 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 Planned Delivery Date (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 Tenantas hereinafter defined), Landlord shall cause its architect and engineers immediately send a written notice to revise Tenant not less than thirty (30) days prior to the Base Building Working Drawings Delivery Date. Landlord’s Work is estimated to incorporate be completed on or before October 15, 2011 (time being of the essence) (the “Planned Deliver Date”). In the event the actual Deliver Date does not occur prior to November 1, 2011, Tenant will not be required to take possession of the Leased Premises until January 1, 2012 and, in such revisions and submit event the same for Tenant’s approval in accordance with the foregoing provisions, and the parties Rent Commencement Date shall follow the foregoing procedures for approving the Base Building Working Drawings be postponed until the same are finally approved by Landlord and Tenantdate on which Tenant opens for business in the Leased Premises. Upon Landlord’s and Tenant’s approval of Additionally, in the Base Building Working Drawingsevent the Delivery Date occurs (a) after the Planned Delivery Date but on or before November 18, the same shall be referred to as the “Approved Working Drawings for Landlord’s Phase I Work”. Based upon and in conformity with the Base, Shell and Core Description2011, Landlord shall cause its architect and engineers, at Landlord’s sole cost and expense, to prepare and deliver pay to Tenant, for upon ten (10) days of Tenant’s approvalwritten demand, detailed specifications a late delivery fee equal to Two Thousand and engineered working drawings in CAD format00/100 Dollars ($2,000.00) for each day completion of Landlord’s Work is delayed beyond the Planned Delivery Date prior to November 18, which 2011, and (b) after November 18, 2011 Landlord shall includepay to Tenant, without limitationupon ten (10) days of written demand, ADA path an additional late delivery fee equal to Three Thousand and 00/100 Dollars ($3,000.00) for each day completion of travelLandlord’s Work is delayed beyond November 18, restroom locations and counts, exit lighting plans for 2011. In the Phase II Work (event the “Phase II Base Building Working Drawings”) by no later than October Deliver Date does not occur prior to March 1, 2019. Within seven 2012, Tenant shall have the right at its election to either (7i) 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 rents and charges due hereunder shall be adjusted so that, 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 after Tenant’s of Minimum Rent and Landlord’s receipt all rents other charges due hereunder for each day the completion of the Phase II Base Building Working Drawings, Leased Premises is delayed. In the event 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 elects 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 terminate this Lease pursuant 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 Tenantthis Subparagraph 9.1, 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 reimburse Tenant, within sixty (60) days of receipt of Tenant’s approval 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 accordance with addition to all rights and remedies provided herein and under applicable law, shall have the foregoing provisionsright to offset such amount, plus interest at the Interest Rate 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 any costs and Tenant. Upon charges related to Landlord’s and 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 approval Use or the accessibility or appearance of the Phase II Base Building Working Drawings, Leased Premises. In the same shall be referred to as the “Approved Working Drawings for even such punchlist items or any portion of Landlord’s Phase II Work”. The improvements shown on Work (including any items to be purchased by Landlord) are not completed within thirty (30) days of the Approved Working Drawings date Tenant opens for Landlord’s Phase I Work business in the Leased Premises, Tenant shall have the right, but not the obligation, to complete all or a portion of the aforementioned items and offset 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 cost of such work against 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”rent due hereunder.

Landlord’s Work. Prior to Landlord is in the execution process of constructing the Lease, Landlord and Tenant have approved Building at the detailed description of base, shell and core work for the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”)Property. Based upon and in conformity with the Base Shell and Core Description, Landlord shall cause its architect and engineersLandlord, at Landlord’s sole cost and expenseexpense shall construct Landlord’s initial construction of the Building including, but not limited to, all shell and core improvements for the Building (including 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 and deliver to Tenant, the Premises for Tenant’s approvalWork (as defined below), detailed specifications as such construction and engineered working drawings in CAD formatimprovements are shown on Exhibit A-3 attached hereto, which shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for including those items listed under “LL” on the Phase I Landlord/Tenant Work Matrix (the “Base Building Working DrawingsWork Matrix”) by no later than June 1attached hereto as Exhibit A-4 (collectively, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of 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 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 the “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 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 Phase I Work and the Approved Working Drawings for Tenant’s Work, and in accordance with Landlord’s Phase II 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 are sometimes collectively referred 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 herein 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 “Approved Working Drawings for 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 having notice thereof, and all costs and expenses of such corrective work shall be excluded from Operating Costs.

Landlord’s Work. Prior As a condition precedent to the execution of the LeaseCommencement Date, Landlord and Tenant have approved the detailed description of base, shell and core work for the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). Based upon and in conformity with the Base Shell and Core Description, Landlord shall cause its architect and engineersagrees, at Landlord’s its sole cost and expense, except with respect to prepare any increase in costs and deliver expenses directly resulting from an act (or failure to act) of Tenant, for Tenant’s approvalwhich increase shall be paid by Tenant within thirty (30) days after receipt of written demand from Landlord, detailed specifications to have completed or have caused the following to occur: (i) all Building Systems and engineered the Building Structure shall be in good working drawings order and repair; (ii) all existing improvements and trade fixtures that were in CAD format, which shall includeplace in the Premises on the Effective Date including, without limitation, ADA path all process piping and the air compressor, shall be in place and in good working order and repair; (iii) installation of travela TPO, restroom locations and countswelded seam, exit lighting plans for the Phase I Work white reflective 60 mil roof replacement (the “Base Building Working DrawingsRoof Replacement”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of 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 have been approved by Landlord and Tenant. Upon Landlord’s ; and Tenant’s approval of (iv) the Base Building Working Drawings, the same shall be referred to HVAC work as the “Approved Working Drawings for Landlord’s Phase I Work”. Based upon and listed 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 that certain proposal prepared by Oscar Roxxx xx X.X. HVAC attached hereto as Exhibit A (the “Phase II Base Building Working DrawingsHVAC Work”) 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 has been approved by Landlord and Tenant. Upon Landlord’s and Tenant’s approval Tenant (all of the Phase II Base Building Working Drawingsforegoing, the same shall be referred to as the “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 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 Phase I 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 the 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 Approved Working Drawings for Tenant Improvements so as to facilitate the completion on a timely basis. In the event that the Landlord’s Phase II failure to complete the Roof Replacement during the June 2020/July 2020 timeframe and the HVAC Work are sometimes collectively referred during the July/August 2020 timeframe, for any reason other than due to herein as Force Majeure, Excused Delays or the “Approved Working Drawings 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-for-day abatement of Base Rent pursuant to Paragraph 2(b) of the Lease. The Landlord’s Work”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. Prior to Once the execution of the Lease, Landlord and Tenant Approved Preliminary Plans have approved the detailed description of base, shell and core work for the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). Based upon and in conformity with the Base Shell and Core Descriptionbeen determined, Landlord shall cause its architect the Architect, Engineer and engineersContractor, at Landlord’s sole cost and expenseas applicable, to prepare and deliver to Tenant, for Tenant’s approval, detailed specifications and engineered working construction drawings in CAD format, which shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the Phase I Landlord’s Work in accordance with the Approved Preliminary Plans and the requirements of Applicable Law (the “Base Building Working Draft Construction Drawings”). Landlord will provide Tenant with Draft Construction Drawings and Tenant shall have five (5) by no later than June 1, 2019. Within seven business days to review the same and approve them or notify Landlord in writing of any good faith and reasonable objections thereto (7) days after Tenant’s and Landlord’s receipt of the Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the same, which approval shall not be unreasonably withheld“Drawing Objections”); provided, however, that Tenant may only disapprove the Base Building Working Drawings Tenant’s Drawing Objections shall not include matters that conform to the extent such Base Building Working Drawings are inconsistent with the Base, Shell and Core Description and only if Approved Preliminary Plans. If Tenant delivers notice thereof fails to approve or notify Landlord of its Drawing Objections within such seven five (75) business day period, Landlord may so notify Tenant, in which case Tenant shall be deemed to have approved the Draft Construction Drawings unless Tenant provides Landlord with its approval or Drawing Objections within three (3) business days after Landlord’s reminder notice. If Landlord and Tenant shall work together in good faith to resolve any specific changes proposed Drawing Objections that are timely raised 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 provisionsthis paragraph and, and the parties shall follow the foregoing procedures for approving the Base Building Working Drawings until the same if they 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 unable to as 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 do so within five (the “Phase II Base Building Working Drawings”5) by no later than October 1, 2019. Within seven (7) business 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 TenantDrawing Objections, Landlord shall cause its architect and engineers to revise the Phase II Base Building Working Draft Construction Drawings to incorporate such revisions and submit be revised as nearly as possible to conform to the same for Tenant’s approval in accordance with the foregoing provisions, Approved Preliminary Plans and the parties shall follow requirements of Applicable Law. The term “Approved Construction Drawings” means the foregoing procedures for approving final version of the Phase II Base Building Working Draft Office Lease Exhibit G, Page 3 Construction Drawings until the same are finally mutually approved by Landlord and Tenant. Upon Landlord’s and Tenant’s approval Tenant in accordance with this paragraph or, if they are unable to so agree, the final version of the Phase II Base Building Working DrawingsDraft Construction Drawings resulting from the revisions required by the immediately preceding sentence, together with such revisions as may be required as a condition to the same shall be referred to as the “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”Required Approvals (defined below).

Landlord’s Work. Prior At Landlord’s sole cost, Landlord shall be responsible and perform such work to 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. SCHEDULE 1 TO EXHIBIT G IMPROVEMENTS 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 execution City of San Francisco). Schedule 1 to Exhibit G EXHIBIT H LETTER OF CREDIT REQUIREMENTS 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) 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 Tenant have approved shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the detailed description Lease, (iv) shall be for an initial term of basenot less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, shell at least 45 days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and core work (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 final period shall be for a term ending not earlier than the date thirty (the “Base, Shell and Core Description”). 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 I Work (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (730) days after Tenant’s and Landlord’s receipt of the Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the same, which approval shall not Expiration Date (as same may 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 extended in accordance with the foregoing provisionsterms and 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 Lease and 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 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 excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant 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 failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the parties shall follow expiration of any applicable notice or cure period would constitute such a default, within thirty (30) days after 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 expiration or sooner termination of the Base Building Working DrawingsTerm the Letter of Credit and any cash security deposit, to the same extent not applied, shall be referred returned to as the “Approved Working Drawings for Landlord’s Phase I Work”Tenant, without interest. Based upon and in conformity with In the Baseevent of a sale of the Building or lease, Shell and Core Descriptionconveyance or transfer of the Building, Landlord shall cause its architect and engineerstransfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, 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 the transferring Landlord shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans be released by Tenant from all liability for the Phase II Work (return of such security, and Tenant agrees to look to the “Phase II Base Building Working Drawings”) by no later than October 1, 2019transferee solely for the return of said security. Within seven (7) days after Tenant’s and Landlord’s receipt The provisions hereof shall apply to every transfer or assignment made of the Phase II Base Building Working Drawings, security to such a transferee. Tenant and Landlord shall approve further covenants that it will not assign or disapprove encumber or attempt to assign or encumber the same, which approval shall not be unreasonably withheld; provided, however, that Tenant may only disapprove Letter of Credit or 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 provisionsmonies deposited herein as security, and the parties shall follow the foregoing procedures for approving the Phase II Base Building Working Drawings until the same are finally approved by that neither Landlord and Tenant. Upon Landlord’s and Tenant’s approval of the Phase II Base Building Working Drawings, the same nor its successors or assigns shall be referred to as the bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. EXHIBIT I FORM OF SNDA RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: SunAmerica Life Insurance Company 0 XxxXxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000-0000 Attention: Xxxxx X. Xxxxx Space Above This Line for Recorder’s Use SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT 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 (“Approved Working Drawings for Landlord’s Phase II WorkTenant”. 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 ), having xx xxxxxxx xx , , , , a (“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 ), having xx xxxxxxx xx , , , xxx XxxXxxxxxx Life Insurance Company, an Arizona corporation (“Approved Working Drawings for Landlord’s WorkLender”), having an address at 0 XxxXxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000-0000.

Landlord’s Work. Prior to the execution of the Lease, Landlord and Tenant have approved the detailed description of base, shell and core work Except for the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). 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, work 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 (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of 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 performed by Landlord and Tenant. Upon Landlord’s and Tenant’s approval of the Base Building Working Drawingsas expressly set forth on attached Exhibit B, the same shall be referred to as 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 if any (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 the “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 ), Landlord shall only be obligated to provide the Premises, including the floor slab, exterior walls, columns, beams, roof and all other structural and non-structural elements on or within the Approved Working Drawings for Landlord’s Phase II Work are sometimes collectively referred Premises to herein Tenant in its present condition, absolutely “as the “Approved Working Drawings for is, where is, with all faults.” Landlord’s Work, if any, shall, at the time of installation, comply with all applicable laws, ordinances, rules and regulations including, but not limited to, the Occupational Safety and Health Act (“OSHA”) and the American with Disabilities Act of 1990, as amended from time to time (“ADA”). Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s acceptance thereof in good order and satisfactory condition. Landlord shall deliver possession of the Arcade space to Tenant on April 6, 2008 and the IMAX Theatre, Tut Museum and Tut Retail Space on April 13, 2008 (the “Delivery Date”) (or such later date as is mutually agreed upon by Landlord and Tenant, such agreement not to be unreasonably withheld, conditioned or delayed). Landlord and Tenant shall each have a right to terminate this Lease with neither having any further obligation or liability if the Delivery Date does not occur on or before July 1, 2008. Subject to the terms and conditions of this Lease, including the Exhibits hereto, Tenant agrees that no representation respecting the condition of the Premises and no warranties or guarantees, expressed or implied, with respect to workmanship or any defects in material, and no promise to decorate, alter, repair or improve the Premises either before or after the execution hereof (except to the extent expressly provided on attached Exhibit B, if at all), have been made by Landlord or Landlord’s agents to Tenant.

Landlord’s Work. Prior The term “Minor Changes” means changes to the execution Approved Construction Drawings or Approved Budget that (a) are necessary or appropriate in the reasonable judgment of Landlord, the Architect or the General Contractor, (b) do not adversely impact the structure of the LeaseNew Building, Landlord and Tenant have approved (c) do not exceed the detailed description of baseapplicable line item in the Approved Budget (including applicable contingencies) by more than $25,000 in a single instance, shell and core work for or by $150,000 in the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”)aggregate. Based upon and in conformity with the Base Shell and Core Description, Landlord shall cause its architect notify Tenant of any Minor Changes in advance, if practical, and engineerspromptly if advance notice is not practical, at Landlord’s sole cost and expensesuch notice shall state the anticipated effect on the Approved Budget as a 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, to prepare and deliver to Tenant, for without Tenant’s approval, detailed specifications prior written consent as to such change and engineered working drawings any increase in CAD formatthe New Building Project Costs associated therewith that are not provided for in or accommodated by the Approved Budget, which shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the Phase I Work (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of the Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the same, which approval consent shall not be unreasonably withheld; provided, howeverconditioned or delayed. If Tenant fails to respond to a request to approve any change, that Tenant may only disapprove the Base Building Working Drawings other than a Minor Change, to the extent such Base Building Working Approved Construction Drawings are inconsistent with the Base, Shell and Core Description and only if Tenant delivers notice thereof to or Approved Budget proposed by Landlord within such seven five (75) day periodbusiness days after Landlord’s request (which request shall be accompanied by reasonable supporting documentation detailing the proposed change), Tenant shall conclusively be deemed to have approved the proposed change. If any specific changes 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 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 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 five (75) business 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 and Tenant shall cause its architect reasonably share records and engineers to revise estimates, rebid the Phase II Base Building Working Drawings to incorporate such revisions and submit the same for Tenant’s approval in accordance with the foregoing provisionschange at issue (if mutually agreed), 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 Tenantcooperate to resolve any such differences as soon as reasonably possible. Upon Landlord’s and Tenant’s approval of the Phase II Base Building Working DrawingsOffice Lease Exhibit G, the same shall be referred to as the “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”.Page 5

Landlord’s Work. Prior Landlord shall perform the construction work (the "Landlord Work") described in EXHIBIT LW attached hereto in a good and workmanlike manner and in accordance with all Government Regulations and shall substantially complete the Landlord Work (that is, complete the Landlord Work, except for normal "punch list" items which shall be completed within thirty (30) days after substantial completion of the Landlord Work) on or before May 1, 1999. Subject to the execution provisions of the Leasefollowing paragraph, if substantial completion of the Landlord and Tenant have approved Work is delayed beyond May 1, 1999, payment of Base Rent pursuant to Section 3.1 of this Lease shall commence on the detailed description of base, shell and core work for date the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 (Landlord Work is substantially complete. In the “Base, Shell and Core Description”). Based upon and in conformity with event 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 I Work (the “Base Building Working Drawings”) by no later than is not substantially completed on or before June 1, 2019. Within seven 1999 (7) days after Tenant’s and Landlord’s receipt of the Base Building Working Drawings"Outside Date for Completion"), Tenant and Landlord shall approve or disapprove have the same, which approval shall not be unreasonably withheldright to terminate its obligations under this Lease; provided, however, that Tenant may only disapprove (1) the Base Building Working Drawings Outside Date for Completion shall be extended for a period equal to the extent such Base Building Working Drawings 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 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 as a result of change orders or other delays caused by Tenant, Landlord shall cause its architect and engineers to revise the Base Building Working Drawings to incorporate such revisions and submit the same Outside Date 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 Completion shall be referred extended day for day for each such delay caused by Tenant or longer if appropriate to as 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 “Approved Working Drawings Tenant caused delays. Further, if issuance of a temporary or permanent certificate of occupancy for Landlord’s Phase I Work”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. Based upon Except for latent defects and deficiencies in conformity with the Base, Shell and Core DescriptionLandlord Work of which Tenant has given written notice to Landlord not later than thirty (30) days following the Commencement Date, Landlord shall cause its architect be deemed to have satisfactorily completed the Landlord Work, and engineersTenant 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, at Landlord’s sole cost Landlord shall remedy as soon as reasonably practicable any deficiencies specified in such notice 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 begin such remediation within thirty (the “Phase II Base Building Working Drawings”) by no later than October 1, 2019. Within seven (730) days after Tenant’s and Landlord’s receipt 's notice. Landlord shall bear the full cost of the Phase II Base Building Working DrawingsDesign 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 shall approve or disapprove the sameWork, which approval 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 unreasonably withheld; providedthe allowance for any so-called "hard costs" incurred in constructing the Landlord Work, howeverwhich 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, that and Tenant may only disapprove the Phase II Base Building Working Drawings to the extent shall pay such Phase II Base Building Working Drawings are inconsistent with the Base, Shell and Core Description and only if Tenant delivers notice thereof amount to Landlord within such seven thirty (730) day perioddays of receiving an invoice describing the costs with reasonable detail. If any specific changes proposed by The 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 Improvement Allowance shall be referred to as the “Approved Working Drawings used for Landlord’s Phase II Work”. The physical 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”only.

Landlord’s Work. 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 and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). Based upon and in conformity with the Base Shell and Core Description, The Landlord shall cause its architect and engineersconstruct the Building of which the Premises forms part, 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 I Work (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of 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 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 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 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 Tenant (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 the “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”). 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 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) the Tenant’s Work, (ii) the cost of completing Tenant’s Work or (iii) the efficient operation of the Tenant’s business without the consent of the Tenant. For the purposes of this Offer and the Lease the condition of the Building 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 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 Landlord that is not an event of force majeure, the 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 Landlord’s Work is not substantially completed and the Tenant has not been delivered possession of the Premises. The Approved Working Drawings for Fixturing Period shall commence on the Commencement Date of the Lease specified in Section 2(b) hereof. The Landlord undertakes to use reasonable commercial efforts to provide the Tenant with as much advance written notice as is reasonably possible as to the anticipated date of Substantial Completion of the Landlord’s Phase I Work in the Premises, which in any event shall be at least five (5) days advance notice. The parties agree that two (2) days’ free basic rent for each day after December 1, 2004 that the Landlord’s Work is not substantially 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 the Approved Working Drawings for Landlord’s Phase II Work are sometimes collectively referred failure to herein as deliver possession of the “Approved Working Drawings 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 the Landlord for its prior written approval prior to commencing construction, not to be unreasonably withheld or delayed.