Common use of Lease Commencement Date Clause in Contracts

Lease Commencement Date. The “Lease Commencement Date” shall be the date of Substantial Completion of the Premises in accordance with the Tenant Work Letter (as defined below), estimated to be March 1, 2013. “Substantial Completion” means (i) a certificate of occupancy (permanent or temporary), or equivalent building inspection sign-off, from the City of Carlsbad has been issued with respect to the Tenant Improvements (as defined below), (ii) all Building Systems (as defined below) are in good working order to support the operation of the Premises for the uses permitted under this Lease, and (iii) the office portion of the Tenant Improvements (which shall not include any machine shop or the installation of the Machine Shop Equipment, as defined below) are complete in accordance with Exhibit D other than with respect to industry standard punchlist items, which Landlord shall correct promptly thereafter. The Parties acknowledge that, if the Lease Commencement Date occurs (a) later than April 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay, defined in Section 5.5 of the Tenant Work Letter), then Tenant shall as its sole remedy for such late delivery be entitled to one and one-half days of free Base Rent for each day beyond April 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs; and (b) later than May 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay), then Tenant shall as its sole remedy for such late delivery be entitled to two days of free Base Rent for each day beyond May 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs (in addition to the free Base Rent already accrued pursuant to subsection “a” above). If the Lease Commencement Date has not occurred by July 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay) then Tenant may at its election terminate this Lease by delivery of written notice to Landlord.

Lease Commencement Date. The “Lease Commencement Date” Date shall be the date of Substantial Completion of the Premises in accordance with the Tenant Work Letter (as defined below)herein) of the Leased Premises, estimated to be March but no sooner than June 1, 20132002 and no later than September 1, 2002. “The Landlord or the Project General Contractor shall keep Tenant informed as to the status of construction so as to provide Tenant advance notice of the anticipated date of Substantial Completion” means (i) a certificate . In the event of occupancy (permanent or temporary), or equivalent building inspection sign-off, from the City of Carlsbad has been issued with respect to the Tenant Improvements Delays (as defined below), (iiherein) all Building Systems (as defined below) are in good working order to support the operation of the Premises for the uses permitted under this Lease, and (iii) the office portion of the Tenant Improvements (which shall not include any machine shop or the installation of the Machine Shop Equipment, as defined below) are complete in accordance with Exhibit D other than with respect to industry standard punchlist items, which Landlord shall correct promptly thereafter. The Parties acknowledge that, if the Lease Commencement Date occurs (a) later than April 1, 2013 (shall be the date which is an equal number of days prior to the date is subject to extension due to of Substantial Completion as the number of total days of such Tenant Delays as reasonably determined by the Project General Contractor and the Tenant shall be responsible for payment of rent and other charges provided for herein as of the Lease Commencement Date DelayDate. In the event the Landlord fails to deliver the Leased Premises on the Lease Commencement Date, defined in Section 5.5 through no fault of the Tenant Work Letter), then (and provided there are no Tenant shall as its sole remedy for such late delivery be entitled to one and one-half days of free Base Rent for each day beyond April 1, 2013 (as extended, if applicableDelays) that the Lease Commencement Date occurs; shall be the date the Landlord delivers the Leased Premises Substantially Completed and ready for occupancy. Leased Premises: The area located on the fifth (b5th) later than May 1floor of the Building which is outlined in black on the floor plan, 2013 (which date is subject attached hereto as Exhibit A and incorporated herein, and containing the following amount of Rentable Area: Fifth Floor: 7,703 Square Feet to extension due to Lease Commencement Date Delay)be known as Suite #510 TOTAL: 7,703 Square Feet Operating Expense Base: For each calendar year ending during the Term, then Tenant shall as its sole remedy for such late delivery be entitled to two days the sum of free Base Rent the 2003 actual Operating Expenses for each day beyond May 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs (in addition to the free Base Rent already accrued pursuant to subsection “a” above). If the Lease Commencement Date has not occurred by July 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay) then Tenant may at its election terminate this Lease by delivery square foot of written notice to LandlordBuilding Rentable Area.

Lease Commencement Date. The “Lease Commencement Date” Date for the Premises shall be the date later of the following dates: (a) Substantial Completion of the Premises in accordance with Building; or (b) December 23, 2005. As used herein, the Tenant Work Letter (as defined below), estimated to be March 1, 2013. terms “Substantial Completion” and “Substantially Complete” means that (i) a certificate temporary Certificate of occupancy (permanent or temporary), or equivalent building inspection sign-off, from Occupancy for the City of Carlsbad Building has been issued with respect to the Tenant Improvements (as defined below), issued; (ii) at least ninety-five percent (95%) of all detail work that is the responsibility of the Landlord is in place; (iii) all mechanical, electrical, HVAC, elevators, life-safety and communication systems shall be operational in the Building Systems and on the Premises; (iv) a punch list that reflects less than five percent (5%) of the total work that is the obligation or under the control of the Landlord is left to be completed; (v) all common area improvements for the Premises shall be at least ninety-five percent (95%) complete, including, but not limited to, the roadways, parking lot, landscaping, Building lobby, and entrances thereto, corridors and restrooms; and (vi) the Premises are suitable for the conduct of Tenant’s daily business operations. Tenant may, after receipt of Landlord’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, (and subject to local municipal approval as defined belowapplicable) are in good working order enter onto the Premises from time to support time prior to the operation Lease Commencement Date for the purpose of employee training and to install its furniture, equipment and phone system, all at Tenant’s expense. Landlord covenants, represents and warrants that the data center portion of the Premises will be completed on or before August 26, 2005; Landlord shall permit Tenant to have access to the data center portion of Premises for the purpose of installing data center equipment at Tenant’s expense on or before said date. Landlord shall permit Tenant to have early access to the remainder of the Premises for the uses permitted under this Lease, and (iii) the office portion of the Tenant Improvements (which shall not include any machine shop or the installation of the Machine Shop Equipment, as defined below) are complete in accordance with Exhibit D other than with respect to industry standard punchlist items, which Landlord shall correct promptly thereafter. The Parties acknowledge that, if the Lease Commencement Date occurs purpose of: (a) later than April 1installing of furniture and equipment on or before December 13, 2013 (which date is subject to extension due to Lease Commencement Date Delay, defined in Section 5.5 of the Tenant Work Letter), then Tenant shall as its sole remedy for such late delivery be entitled to one and one-half days of free Base Rent for each day beyond April 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs2005; and (b) later than May 1conducting public relations events, 2013 including a job fair and related activities, on or before December 13, 2005 (which date is both at Tenant’s expense and subject to extension due Tenant’s receipt of municipal approval as applicable). All early access granted hereunder shall be deemed to Lease Commencement Date Delay)be upon all the terms, then covenants, conditions and provisions of this Lease, including specifically Section F of Exhibit “B”, except for the payment of Rent. Deadlines and performance obligations of Landlord and Tenant shall as its sole remedy for such late delivery be entitled to two days of free Base Rent for each day beyond May 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs (in addition to the free Base Rent already accrued pursuant to subsection “a” above). If the Lease Commencement Date has not occurred by July 1, 2013 (which date is this Section 9.1 are subject to extension due to Lease Commencement Date Delay) then Tenant may at its election terminate this Lease by delivery of written notice to LandlordForce Majeure, as defined in Section 31.

Lease Commencement Date. The “base term of this Lease shall commence on the first day of the month following the Commencement Date” Date and terminate upon the expiration of the number months specified in "Terms" above. This Lease may be terminated by Lessee at the end of the base term if one hundred eighty (180) days prior to the end of the base term, written notice of such termination is delivered to Lessor (by certified mail). This Lease may be terminated by Lessor at the end of the base term if at least thirty (30) days prior to the end of the base term, written notice of such termination is delivered to Lessee (by certified mail). Otherwise the term of this Lease automatically shall be extended for a successive one-year period following the date of Substantial Completion end of the Premises initial base term at the monthly rent stated in accordance "Terms" above. During this extension period, Lessor, at its sole option, may terminate this Lease upon sixty (60) days prior written notice to Lessee (by certified mail). After the extension period, this Lease may be terminated by either Lessor or Lessee at the end of any calendar month, provided one hundred twenty (120) days prior written notice of such termination is delivered to the other party (by certified mail). Lessor and Lessee agree that the Lessee has no option to purchase the Equipment at the end of the base term unless a purchase option agreement has been duly executed by both parties. ------------------------------------------------------------------------------- SECTION 4. DISCLAIMER OF WARRANTIES AND CLAIMS: LIMITATION OF REMEDIES. THERE ARE NO WARRANTIES BY OR ON BEHALF OF LESSOR: Lessee acknowledges and agrees by his signature below as follows: A. LESSOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, ITS FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE, ITS DESIGN, ITS CAPACITY, ITS QUALITY, OR WITH RESPECT TO ANY CHARACTERISTICS OF THE EQUIPMENT; B. Lessee has fully inspected the Equipment which it has requested Lessor to acquire and Lease to Lessee, and the Equipment is in good condition and to Lessee's complete satisfaction; C. Lessee leases the Equipment "as is" and with all faults; D. Lessee specifically acknowledges that the Tenant Work Letter (as defined below)Equipment is leased to Lessee solely for commercial or business purposes and is not for personal, estimated to be March 1family, 2013. “Substantial Completion” means (i) a certificate of occupancy (permanent or temporary)household, or equivalent building inspection sign-offagricultural purposes; E. If the Equipment is not properly installed, from does not operate as represented or warranted by the City supplier, vendor or manufacturer, or is unsatisfactory for any reason, regardless of Carlsbad has been issued with respect to cause or consequence, Lessee's only remedy, if any, shall be against the Tenant Improvements (as defined below), (ii) all Building Systems (as defined below) are in good working order to support the operation supplier/vendor or manufacturer of the Premises for the uses permitted Equipment and not against Lessor; F. Provided Lessee is not in default under this Lease, and (iii) Lessor assigns to Lessee any warranties made by the office portion supplier/vendor or manufacturer of the Tenant Improvements (which shall not include any machine shop or the installation of the Machine Shop Equipment, as defined below) are complete in accordance with Exhibit D other than with respect to industry standard punchlist items, which Landlord shall correct promptly thereafter. The Parties acknowledge that, if the Lease Commencement Date occurs (a) later than April 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay, defined in Section 5.5 of the Tenant Work Letter), then Tenant shall as its sole remedy for such late delivery be entitled to one and one-half days of free Base Rent for each day beyond April 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs; G. LESSEE SHALL HAVE NO REMEDY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AGAINST LESSOR; and (b) later than May 1H. NO DEFECT, 2013 (which date is subject to extension due to Lease Commencement Date Delay), then Tenant shall as its sole remedy for such late delivery be entitled to two days of free Base Rent for each day beyond May 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs (in addition to the free Base Rent already accrued pursuant to subsection “a” above). If the Lease Commencement Date has not occurred by July 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay) then Tenant may at its election terminate this Lease by delivery of written notice to LandlordDAMAGE OR UNFITNESS OF THE EQUIPMENT FOR ANY PURPOSE SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR RELIEVE LESSEE OF ANY OTHER OBLIGATION UNDER THIS LEASE.

Lease Commencement Date. Tenant acknowledges that Landlord will construct the office building in accordance with the provisions of Article III of the Lease. The “obligations of the Landlord and Tenant as set forth in this Lease are expressly CONTINGENT upon the Landlord obtaining from all governmental entities having jurisdiction over the Leased Premises, all permits and authorizations to construct and shall commence construction of Pavilion 6 on or before September 15, 1989. Subject to the foregoing, Landlord agrees to deliver to Tenant the Leased Premises not later than July 15, 1990. If for any reason Landlord is unable to deliver the Leased Premises to the Tenant with tenant improvements reasonably complete (provided Tenant has selected Landlord to construct the tenant improvements) by July 15, 1990, then in that event Tenant's sole and exclusive remedy shall be the right of the Tenant to terminate this Lease, receive a refund of any deposit made by Tenant to Landlord and thereafter, this Lease will become null and void. Should Tenant elect to terminate this Lease pursuant to this Paragraph 1, then Tenant must deliver written notice of such election during the period July 16, 1990 to July 25, 1990, time being of the essence as to Tenant's notice obligation. The Lease Commencement Date” Date shall commence upon (a) Tenant occupying the Leased Premises, or (b) ninety (90) days subsequent to the date Landlord obtains a Certificate of Occupancy (either temporary or permanent) for Pavilion 6 (shell), whichever event shall first occur; provided, however, if Tenant has complied with the provisions of Paragraph 2 below AND Tenant elects that the Landlord's contractor will construct the Tenant Improvements, then the Lease Commencement Date shall be the date that a Certificate of Substantial Completion of the Premises in accordance with Occupancy is issued for the Tenant Work Letter (as defined below)Improvements. If Tenant elects to use a Tenant Improvement contractor selected by Tenant, estimated to be March 1, 2013. “Substantial Completion” means (i) a certificate of occupancy (permanent or temporary), or equivalent building inspection sign-off, from then in that event the City of Carlsbad has been issued with respect Landlord agrees that the Tenant Improvement contractor will have access to the Tenant Improvements (as defined below)Leased Premises not later than April 15, (ii) all Building Systems (as defined below) are in good working order 1990 to support the operation of the Premises for the uses permitted under this Lease, and (iii) the office portion begin construction of the Tenant Improvements (which provided, however, that Tenant must comply with all governmental regulations and obtain all governmental permits prior to access to the Leased Premises and initiating the Tenant Improvements construction). Landlord shall not include any machine shop or the installation notify Tenant of the Machine Shop Equipment, as defined belowdate construction is initiated for Pavilion 6 (shell) are complete in accordance with Exhibit D other than with respect to industry standard punchlist items, which Landlord shall correct promptly thereafter. The Parties acknowledge that, if and the Lease Commencement Date occurs estimated date of completion of Pavilion 6 (ashell) later than April 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay, defined in Section 5.5 so that Tenant may coordinate construction of the Tenant Work Letter), then Tenant shall as its sole remedy for such late delivery be entitled to one and one-half days of free Base Rent for each day beyond April 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs; and (b) later than May 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay), then Tenant shall as its sole remedy for such late delivery be entitled to two days of free Base Rent for each day beyond May 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs (in addition to the free Base Rent already accrued pursuant to subsection “a” above). If the Lease Commencement Date has not occurred by July 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay) then Tenant may at its election terminate this Lease by delivery of written notice to LandlordImprovements.

Lease Commencement Date. The “Except as otherwise provided in Exhibit B, the Lease Commencement Date” Date shall occur sixty (60) days after Landlord has delivered the-Leased Premises to Tenant in a Floor Ready Condition (the "Tenant Work Period") provided that the Date of Substantial Completion has occurred. If the Date of Substantial Completion has not occurred by the end of the Tenant Work Period, the Lease Commencement Date shall be the date Date of Substantial Completion. Landlord and Tenant anticipate the following schedule: (i) the Leased Premises will be delivered to Tenant in a Floor Ready Condition on August 1, 1996; (ii) the Date of Substantial Completion of the Premises in accordance with the Tenant Work Letter (as defined below), estimated to will be March September 1, 2013. “Substantial Completion” means (i) a certificate of occupancy (permanent or temporary), or equivalent building inspection sign-off, from the City of Carlsbad has been issued with respect to the Tenant Improvements (as defined below), (ii) all Building Systems (as defined below) are in good working order to support the operation of the Premises for the uses permitted under this Lease1996, and (iii) the office portion of the Tenant Improvements (which shall not include any machine shop or the installation of the Machine Shop Equipment, as defined below) are complete in accordance with Exhibit D other than with respect to industry standard punchlist items, which Landlord shall correct promptly thereafter. The Parties acknowledge that, if the Lease Commencement Date occurs (a) later than April will be October 1, 2013 (which date is subject to extension due to Lease Commencement 1996. If the Date Delayof Substantial Completion for the Base Building has not occurred by October 15, defined 1996, Landlord shall pay Tenant liquidated damages in Section 5.5 the amount of the Tenant Work Letter), then Tenant shall as its sole remedy for such late delivery be entitled to one and one-half days of free Base Rent $1,424.00 per day for each day beyond April 1of delay after October 15, 2013 1996 not caused by Tenant's Delay (as extended, if applicabledefined in Exhibit B) that until the Lease Commencement Date occurs; and (b) later than May 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay), then Tenant shall as its sole remedy for such late delivery be entitled to two . Within 10 days of free Base Rent for each day beyond May 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs (in addition to the free Base Rent already accrued pursuant to subsection “a” above). If after the Lease Commencement Date has not occurred by July 1been determined, 2013 (which date Tenant shall, at the request of Landlord, execute and deliver to Landlord a written instrument setting forth the precise dates of commencement and expiration of the Term and the Rentable Area, and certifying that Tenant is subject to extension due to Lease Commencement Date Delay) then Tenant may at its election terminate this Lease by delivery in possession of written notice to the Leased Premises and has no claims, defenses, offsets or counterclaims against Landlord, or specifying each such claim, defense, offset or counterclaim.

Lease Commencement Date. The “Lease Commencement Date” shall be the date of Substantial Completion first day of the Premises in accordance calendar month during which Tenant receives the Notice to Proceed with the Tenant Work Letter (as defined below), estimated to be March 1, 2013Initial Improvements. “Substantial Completion” means (i) a certificate of occupancy (permanent or temporary), or equivalent building inspection sign-off, from the City of Carlsbad has been issued with respect to the Tenant Improvements (as defined below), (ii) all Building Systems (as defined below) are in good working order to support the operation of the Premises for the uses permitted under this Lease, and (iii) the office portion of the Tenant Improvements (which shall not include any machine shop or the installation of the Machine Shop Equipment, as defined below) are complete in accordance with Exhibit D other than with respect to industry standard punchlist items, which Landlord shall correct promptly thereafter. The Parties acknowledge that, if confirm the Lease Commencement Date occurs in writing. Term (Section 3.1): The term of the Lease shall be for a period of Sixty Six (66) years following the Lease Commencement Date, as set forth in Section 3.1. Expiration Date: Sixty Six (66) years following the Lease Commencement Date, but in no event later than December 31, 2086. If Tenant has not started construction of the Initial Improvements within two (2) years following Lease Commencement Date, then Landlord shall have the right to terminate this Agreement by delivery of sixty (60) days prior written notice to Tenant, and this Agreement shall automatically terminate six (6) month thereafter (the “Termination Date”) unless Tenant fulfills all conditions needed to obtain the Notice to Proceed with the Initial Improvements and actually begins construction of the Initial Improvements before the Termination Date (subject to any extension that may be agreed to by Landlord in its sole discretion). On the Lease Commencement Date, the Interim Sublease shall automatically terminate without further action by either party. Nothing in this Lease impacts Landlord’s rights under the Interim Lease before the Lease Commencement Date, including the right to terminate for default in accordance with its terms. Base Rent (Section 4.1): Minimum Base Rent from the Effective Date shall be Ten Thousand Dollars ($10,000.00) per year (the “Minimum Base Rent”). Tenant shall make monthly payments of Minimum Base Rent, on or before the tenth (10th) day of each calendar month, initially in the amount of Eight Hundred Thirty Three Dollars and thirty-three cents ($833.33) in consideration of the Tenant’s obligation to assume all responsibility for development, maintenance, and repairs to the Premises, and provide a public benefit to the community as outlined and further described in Exhibit N attached hereto. Rent Adjustments (Section 4.2): Starting on the first January 1 following the Lease Commencement Date, and each January 1 thereafter, Minimum Base Rent will increase by percentage increases in CPI, but not less than two percent (2%) or more than four percent (4%), as set forth in Section 4.2. Until the new Minimum Base Rent is finally determined, Tenant shall continue to pay the previous amount, and pay any difference between what has been paid and what is owed within thirty (30) days following the final determination. Percentage Rent (Section 4.3): Starting on the first January 1 following the Lease Commencement Date, and each January 1 thereafter, Tenant shall pay to Landlord the higher of: (a) later than April 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay, defined in Section 5.5 of the Tenant Work Letter), then Tenant shall as its sole remedy for such late delivery be entitled to one and one-half days of free current Minimum Base Rent for each day beyond April 1, 2013 (as extended, if applicable) that increased pursuant to the Lease Commencement Date occursprovisions of Section 4.2); and or (b) later than May 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay), then Tenant shall as its sole remedy for such late delivery be entitled to two days of free Base the Percentage Rent for each day beyond May 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs (set forth in addition to the free Base Rent already accrued pursuant to subsection “a” aboveSection 4.3). If Percentage Rent shall be paid in arrears at the Lease Commencement Date has not occurred by July 1end of each calendar year during the Term, 2013 and for the last year, at the time of expiration or termination. Rent Credit (which date is subject to extension due to Lease Commencement Date Delay) then Tenant may at its election terminate this Lease by delivery of written notice to LandlordSection 4.5): None.

Lease Commencement Date. The earlier to occur of (i) the date upon which Tenant first commences to conduct business in the Premises and (ii) the date upon which the Premises are Ready for Occupancy. The term “Lease Commencement DateReady for Occupancy” shall be mean that the date of Substantial Completion of the Premises Tenant Improvements are substantially completed in accordance with the Tenant Work Letter (as defined below)Approved Plans, estimated to be March 1, 2013. “Substantial Completion” means (i) and a temporary or permanent certificate of occupancy (permanent or temporary), or equivalent building inspection sign-off, from the City of Carlsbad local equivalent) has been issued with respect to the Tenant Improvements (as defined below), (ii) all Building Systems (as defined below) are in good working order to support the operation of the Premises for the uses permitted under this Lease, and (iii) the office portion Premises. The Lease Commencement Date is subject to adjustment on a day-for-day basis for delays in completion of the Tenant Improvements caused by Tenant Delays (which shall not include any machine shop or the installation as defined in Exhibit B), extra lead time required for above-Building Standard items, and change orders made after Landlord’s approval of the Machine Shop Equipment, as defined below) are complete in accordance with Exhibit D other than with respect to industry standard punchlist items, which Landlord shall correct promptly thereafterPlans. The Parties acknowledge thatestimated Lease Commencement Date is July 18, 2014. Tenant acknowledges that the foregoing is only an estimate based on the information available to Landlord as of the Execution Date. Landlord makes no representation or warranty as to what the actual Lease Commencement Date will be. The Base Building Improvements will be substantially completed and delivered to Tenant simultaneously with the Tenant Improvements. Provided this Lease is executed and delivered by Tenant on or before February 28, 2014, if the Lease Commencement Date occurs (a) later than April does not occur on or before June 1, 2013 2014 (which date the “Outside Date”), except to the extent due to governmental delays, Force Majeure and/or Tenant Delays, then, as Tenant’s sole remedy therefor except as otherwise expressly set forth herein, Tenant shall be entitled to a credit against the Base Rent first coming due under this Lease after the Abatement Period equal to the total amount actually paid by Tenant to its current lessor during the period from the Outside Date through the Lease Commencement Date (the “Delay Period”) as a holdover premium (i.e., the premium rental paid in excess of the prior rent), with the credit for the last month of such premium being prorated if the Lease Commencement Date falls on other than the first of a month; provided, however, in no event shall the amount credited on account of such premium rental exceed $25,000 per month during the Delay Period. As a condition to its receipt of such credit, Tenant shall furnish Landlord, promptly following the Lease Commencement Date, with a true, complete and correct copy of the holdover provision from its current lease, as amended prior to the Execution Date, and reasonable evidence of the holdover premium it paid during the Delay Period. The Outside Date is not subject to extension due to Lease Commencement Date Delay, defined delays by Landlord in Section 5.5 of delivering the Tenant Work Letter), then Tenant shall Base Building Improvements as its sole remedy for such late delivery be entitled to one and one-half days of free Base Rent for each day beyond April 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs; and (b) later than May 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay), then Tenant shall as its sole remedy for such late delivery be entitled to two days of free Base Rent for each day beyond May 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs (specified in addition to the free Base Rent already accrued pursuant to subsection “a” above). If the Lease Commencement Date has not occurred by July 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay) then Tenant may at its election terminate this Lease by delivery of written notice to Landlord.Exhibit B.

Lease Commencement Date. The “Lease Commencement Date shall be September 17, 2004 or the date on which Landlord notifies Tenant that Landlord has substantially completed Landlord’s Work, if any (as hereinafter defined). It is presently anticipated that the Premises will be ready for occupancy by Tenant on or about September 17, 2004; provided, however, if Landlord is unable for any reason to deliver possession of the Premises by such date, Landlord shall not have any liability whatsoever to Tenant on account of Landlord’s inability to deliver possession of the Premises to Tenant and this Lease shall not be rendered, void or voidable as a result of such delay. Provided that Tenant does not interfere with or delay the completion by Landlord or its agents or contractors of the construction of any of Landlord’s Work (hereinafter defined), Tenant shall have the right to enter the Premises up to fifteen (15) days prior to the anticipated Lease Commencement Date for the purpose of installing telephone equipment, computer wiring and similar items. Provided that Tenant has not begun operating its business from the Premises, and subject to all of the terms and conditions of this Lease, the foregoing activity shall not constitute the delivery of possession of the Premises to Tenant or occupancy of the Premises by Tenant and neither the Lease Term nor Tenant’s obligation to pay rent shall commence as a result of such activities. Within fifteen (15) days after the Lease Commencement Date” , Landlord and Tenant shall be the date of Substantial Completion of the Premises in accordance with the Tenant Work Letter (as defined below), estimated to be March 1, 2013. “Substantial Completion” means (i) execute a certificate of occupancy (permanent or temporary), or equivalent building inspection sign-off, from in the City of Carlsbad has been issued with respect to the Tenant Improvements (form attached hereto as defined below), (ii) all Building Systems (as defined below) are in good working order to support the operation of the Premises for the uses permitted under this Lease, and (iii) the office portion of the Tenant Improvements (which shall not include any machine shop or the installation of the Machine Shop Equipment, as defined below) are complete in accordance with Exhibit D other than with respect to industry standard punchlist items, which Landlord shall correct promptly thereafter. The Parties acknowledge that, if EXHIBIT B setting forth the Lease Commencement Date occurs (a) later than April 1, 2013 (and the date on which date is subject to extension due to Lease Commencement Date Delay, defined in Section 5.5 of the Tenant Work Letter), then Tenant shall as its sole remedy for such late delivery be entitled to one and one-half days of free Base Rent for each day beyond April 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs; and (b) later than May 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay), then Tenant Term shall as its sole remedy for such late delivery be entitled to two days of free Base Rent for each day beyond May 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs (in addition to the free Base Rent already accrued pursuant to subsection “a” above). If the Lease Commencement Date has not occurred by July 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay) then Tenant may at its election terminate this Lease by delivery of written notice to Landlordexpire.

Lease Commencement Date. The “Lease Commencement Date” Date shall be occur on the date earlier of (a) seventy-five (75) days after Landlord has delivered the Leased Premises to Tenant in a Floor Ready Condition (the "Tenant Work Period") provided that the Date of Substantial Completion has occurred or (b) the first day Tenant moves in and occupies any significant portion of the Leased Premises in accordance with (the "Occupancy Date"). For purposes of this Lease, (i) significant portion of the Leased Premises shall mean the occupancy of at least 10,000 square feet and (ii) the performance of Tenant Work and the installation of files, furniture, equipment and decorations shall not constitute the taking of occupancy by Tenant. If neither the Occupancy Date nor the Date of Substantial Completion has occurred by the end of the Tenant Work Letter (as defined below)Period, estimated to be March 1, 2013. “Substantial Completion” means (i) a certificate of occupancy (permanent or temporary), or equivalent building inspection sign-off, from the City of Carlsbad has been issued with respect to the Tenant Improvements (as defined below), (ii) all Building Systems (as defined below) are in good working order to support the operation of the Premises for the uses permitted under this Lease, and (iii) the office portion of the Tenant Improvements (which shall not include any machine shop or the installation of the Machine Shop Equipment, as defined below) are complete in accordance with Exhibit D other than with respect to industry standard punchlist items, which Landlord shall correct promptly thereafter. The Parties acknowledge that, if the Lease Commencement Date occurs shall be deferred until the earlier of (ai) later than April the Date of Substantial Completion, or (ii) the Occupancy Date. If the Date of Substantial Completion for the Base Building has not occurred by December 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay1996, defined Landlord shall pay Tenant liquidated damages in Section 5.5 the amount of the Tenant Work Letter), then Tenant shall as its sole remedy for such late delivery be entitled to one and one-half days of free Base Rent $1,424.00 per day for each day beyond April of delay after December 1, 2013 1996 not caused by Tenant's Delay (as extended, if applicabledefined in Exhibit B) that until the Lease Commencement Date occurs; and (b) later than May 1, 2013 (which date is subject to extension due to Lease Commencement Date Delay), then Tenant shall as its sole remedy for such late delivery be entitled to two . Within 10 days of free Base Rent for each day beyond May 1, 2013 (as extended, if applicable) that the Lease Commencement Date occurs (in addition to the free Base Rent already accrued pursuant to subsection “a” above). If after the Lease Commencement Date has not occurred by July 1been determined, 2013 (which date Tenant shall, at the request of Landlord, execute and deliver to Landlord a written instrument setting forth the precise dates of commencement and expiration of the Term and the Rentable Area, and certifying that Tenant is subject to extension due to Lease Commencement Date Delay) then in possession of the Leased Premises and has no claims, defenses, offsets or counterclaims against Landlord, or specifying each such claim, defense, offset or counterclaim. Notwithstanding the foregoing, Tenant may at its election terminate this Lease by delivery elect to use Landlord's Contractor to perform the Tenant Work. In such event, the Floor Ready Condition shall be the earlier of written notice to (a) fifteen (15) days after Landlord.'s Contractor commences Tenant Work or (b) the date the Landlord delivers the Leased Premises in a Floor Ready Condition. 5845EML.jjm 05/10/96