Common use of Punchlist Clause in Contracts

Punchlist. Concurrently with Landlord's delivery of the Premises to --------- Tenant, a representative of Landlord and a representative of Tenant shall perform a walk-through inspection of the Improvements in the Premises to identify any "punchlist" items (i.e., minor defects or conditions in such Improvements that do not impair Tenant's ability to utilize the Premises for the purposes permitted hereunder), which items Landlord shall repair or correct no later than thirty (30) days after the date of such walk-through (unless the nature of such repair or correction is such that more than thirty (30) days are required for completion, in which case, Landlord shall commence such repair or correction work within such thirty (30) day period and diligently prosecute the same to completion). EXHIBIT "D" Initials:_______ -4- _______ SCHEDULE 1 ---------- TIME DEADLINES -------------- Dates Actions to be Performed ----- ----------------------- A. December, 2000* Tenant to deliver Final Space Plan to Landlord. B. December, 2000* Tenant to deliver Final Working Drawings to Landlord. C. Five (5) business days after the Tenant to approve Cost receipt of the Cost Proposal by Tenant. Proposal and deliver Cost Proposal to Landlord. * Landlord and Tenant agree that these dates will be flexible, that as a result, Substantial Completion of the Improvements is unlikely to occur upon the date originally contemplated, but that the Abatement Period shall nevertheless expire upon the date specified in Article 2 of the Lease, subject to extension only for Landlord Delays as provided in, and subject to, Section 5.2 of the Tenant Work Letter. SCHEDULE 1 Initials:_______ -1- _______ EXHIBIT "E" ----------- CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTIONS OF NEWPORT CORPORATION The undersigned, being the duly elected Corporate Secretary of Newport Corporation, a Nevada corporation ("Corporation"), hereby certifies that the following is a true, full and correct copy of the resolutions adopted by the Corporation by unanimous written consent in lieu of a special meeting of its Board of Directors, and that said resolutions have not been amended or revoked as of the date hereof. RESOLVED, that the Corporation, is hereby authorized to execute, deliver and fully perform that certain document entitled Standard Office Lease ("Lease") by and between the Corporation and Arden Realty Limited Partnership, a Maryland limited partnership, for the lease of space at 0000 X. Xxxx Road, Santa Ana, California. RESOLVED FURTHER, that the Corporation is hereby authorized and directed to make, execute and deliver any and all, consents, certificates, documents, instruments, amendments, confirmations, guarantees, papers or writings as may be required in connection with or in furtherance of the Lease (collectively with the Lease, the "Documents") or any transactions described therein, and to do any and all other acts necessary or desirable to effectuate the foregoing resolution. RESOLVED FURTHER, that the following officers acting together: _______________ as _____________; and ____________ as _______________ are authorized to execute and deliver the Documents on behalf of the Corporation, together with any other documents and/or instruments evidencing or ancillary to the Documents, and in such forms and on such terms as such officer(s) shall approve, the execution thereof to be conclusive evidence of such approval and to execute and deliver on behalf of the Corporation all other documents necessary to effectuate said transaction in conformance with these resolutions. Date: _____________, 200_ __________________________________ __________, Corporate Secretary EXHIBIT ONLY ***DO NOT SIGN - INITIAL ONLY*** EXHIBIT "E" Initials:_______ -1- _______ STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND NEWPORT CORPORATION, a Nevada corporation, AS TENANT SUITES 100 and 225 0000 X. Xxxx Road Initials:_________ _________ TABLE OF CONTENTS -----------------

Punchlist. Concurrently with Landlord's delivery The portion of the Premises Purchase Price payable at Closing as computed pursuant to --------- Tenantthe provisions of Paragraph 13.02 hereof and the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, a representative of Landlord which amount shall equal one hundred and a representative of Tenant shall perform a walk-through inspection twenty five percent (125%) of the Improvements in reasonably estimated cost of (i) completing all of the Premises tenant improvements for work for Leases and New Leases that are Qualified Leases as of the Closing Date, and/or Earn-Out date. The amount of the Footage Payment payable hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty-five percent (125%) of the reasonably estimated cost of constructing and completing substantially to identify any "punchlist" items (i.e., minor defects or conditions in such Improvements that do not impair Tenant's ability to utilize the Premises those standards for the purposes permitted hereundershell and core portion of those Improvements comprising the Project that are each set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in respect to the first and second sentences of this Paragraph 13.11, "Punchlist Holdback"). The Punchlist Holdback shall be compiled in a line item format in respect to major segments for completing such incomplete items and shall set forth the reasonable cost of completing each such line item. If Seller, Contractor and Purchaser, within fifteen (15) days prior to the Closing Date, are unable to agree on the scope or amount of each Punchlist Holdback line item, Seller, Contractor and Purchaser shall appoint a third party contractor to make such determination, and the scope and amount so determined by the third party contractor shall be binding upon the Parties and Contractor. When the scope and amount of the Punchlist Holdback is determined as aforesaid, it shall be attached to this Agreement, respectively, as Schedule 13.11(a)(1), which items Landlord shall repair or correct no later than thirty (30) days after the date of such walk-through (unless the nature of such repair or correction is such that more than thirty (30) days are required for completion13.11(a)(2), in which case, Landlord shall commence such repair or correction work within such thirty (30) day period and diligently prosecute the same to completion)etc. EXHIBIT "D" Initials:_______ -4- _______ SCHEDULE 1 ---------- TIME DEADLINES -------------- Dates Actions to be Performed ----- ----------------------- A. December, 2000* Tenant to deliver Final Space Plan to Landlord. B. December, 2000* Tenant to deliver Final Working Drawings to Landlord. C. Five (5) business days after the Tenant to approve Cost receipt of the Cost Proposal by Tenant. Proposal and deliver Cost Proposal to Landlord. * Landlord and Tenant agree that these dates will be flexible, that as a result, Substantial Completion of the Improvements is unlikely to occur upon the date originally contemplated, but that the Abatement Period shall nevertheless expire upon the date specified in Article 2 of the LeaseThereafter, subject to extension only for Landlord Delays as provided inForce Majeure, Seller and subject toContractor, Section 5.2 jointly and severally, at their sole cost and expense (regardless of the Tenant Work Letter. SCHEDULE 1 Initials:_______ -1- _______ EXHIBIT "E" ----------- CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTIONS OF NEWPORT CORPORATION The undersignedamount of the Punchlist Holdback), being the duly elected Corporate Secretary of Newport Corporation, a Nevada corporation agrees to diligently prosecute to completion ("CorporationPunchlist Work") all of the items on each Schedule 13.11(a) attached hereto. The obligation of Seller and Contractor to complete the Punchlist Work is absolute and unconditional. Monthly, after the Closing Date, when Punchlist Work pertaining to various line items on the Punchlist Holdback is complete, Purchaser shall pay to Seller one hundred percent (100%) of that portion of the Punchlist Holdback applicable to such completed Punchlist Work (thereby retaining twenty-five percent (25%) thereof), hereby certifies that the following is a true, full and correct copy of the resolutions adopted by the Corporation by unanimous written consent in lieu of a special meeting of its Board of Directors, and that said resolutions have not been amended or revoked as of the date hereof. RESOLVED, that the Corporation, is hereby authorized to execute, deliver and fully perform that certain document entitled Standard Office Lease ("Lease") by and between the Corporation and Arden Realty Limited Partnership, a Maryland limited partnership, for the lease of space at 0000 X. Xxxx Road, Santa Ana, California. RESOLVED FURTHER, that the Corporation is hereby authorized and directed to make, execute and deliver any and all, consents, certificates, documents, instruments, amendments, confirmations, guarantees, papers or writings as may be required in connection with or in furtherance of the Lease (collectively with the Lease, the "Documents") or any transactions described therein, and to do any and all other acts necessary or desirable to effectuate the foregoing resolution. RESOLVED FURTHER, that the following officers acting together: _______________ as _____________; and ____________ as _______________ are authorized to execute and deliver the Documents on behalf of the Corporation, together with any other documents and/or instruments evidencing or ancillary to the Documents, and in such forms and on such terms as such officer(s) shall approve, the execution thereof to be conclusive evidence of such approval and to execute and deliver on behalf of the Corporation all other documents necessary to effectuate said transaction in conformance with these resolutions. Date: _____________, 200_ __________________________________ __________, Corporate Secretary EXHIBIT ONLY ***DO NOT SIGN - INITIAL ONLY*** EXHIBIT "E" Initials:_______ -1- _______ STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND NEWPORT CORPORATION, a Nevada corporation, AS TENANT SUITES 100 and 225 0000 X. Xxxx Road Initials:_________ _________ TABLE OF CONTENTS -----------------provided Contractor has delivered to

Punchlist. Concurrently with Landlord's delivery The portion of the Premises Purchase Price payable at Closing as computed pursuant to --------- Tenantthe provisions of Paragraph 13.02 hereof and the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, a representative of Landlord which amount shall equal one hundred and a representative of Tenant shall perform a walk-through inspection twenty five percent (125%) of the Improvements in the Premises to identify any "punchlist" items (i.e., minor defects or conditions in such Improvements that do not impair Tenant's ability to utilize the Premises for the purposes permitted hereunder), which items Landlord shall repair or correct no later than thirty (30) days after the date reasonably estimated cost of such walk-through (unless the nature of such repair or correction is such that more than thirty (30) days are required for completion, in which case, Landlord shall commence such repair or correction work within such thirty (30) day period and diligently prosecute the same to completion). EXHIBIT "D" Initials:_______ -4- _______ SCHEDULE 1 ---------- TIME DEADLINES -------------- Dates Actions to be Performed ----- ----------------------- A. December, 2000* Tenant to deliver Final Space Plan to Landlord. B. December, 2000* Tenant to deliver Final Working Drawings to Landlord. C. Five (5) business days after the Tenant to approve Cost receipt completing all of the Cost Proposal by Tenant. Proposal tenant improvements for work for Leases and deliver Cost Proposal to Landlord. * Landlord and Tenant agree New Leases that these dates will be flexible, that as a result, Substantial Completion of the Improvements is unlikely to occur upon the date originally contemplated, but that the Abatement Period shall nevertheless expire upon the date specified in Article 2 of the Lease, subject to extension only for Landlord Delays as provided in, and subject to, Section 5.2 of the Tenant Work Letter. SCHEDULE 1 Initials:_______ -1- _______ EXHIBIT "E" ----------- CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTIONS OF NEWPORT CORPORATION The undersigned, being the duly elected Corporate Secretary of Newport Corporation, a Nevada corporation ("Corporation"), hereby certifies that the following is a true, full and correct copy of the resolutions adopted by the Corporation by unanimous written consent in lieu of a special meeting of its Board of Directors, and that said resolutions have not been amended or revoked are Qualified Leases as of the date hereofClosing Date and/or Earn-Out date. RESOLVED, that the Corporation, is hereby authorized to execute, deliver and fully perform that certain document entitled Standard Office Lease ("Lease") by and between the Corporation and Arden Realty Limited Partnership, a Maryland limited partnership, for the lease of space at 0000 X. Xxxx Road, Santa Ana, California. RESOLVED FURTHER, that the Corporation is hereby authorized and directed to make, execute and deliver any and all, consents, certificates, documents, instruments, amendments, confirmations, guarantees, papers or writings as may be required in connection with or in furtherance The amount of the Footage Payment payable hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty When all of the Punchlist Work has been completed and the Forms G704 therefor have been delivered to the Purchaser, Purchaser shall pay to Seller the remaining twenty-five percent (25%) of the Punchlist Holdback, provided Seller has delivered to the Purchaser the following documents: (a) Evidence that all payment in the manner required by the applicable contract, agreement or undertaking is paid in full in respect to the subject Punchlist Work; (b) Lien waivers required by (and that are reasonably satisfactory to) the Title Company from the Seller and its contractor and subcontractors that are necessary to insure over Liens in respect to the Punchlist Work; and (c) In respect to the portion(s) of Punchlist Work for incomplete tenant improvements under a Lease (collectively with the or New Lease, an acknowledgment from the "Documents") subject Tenant or any transactions described thereinNew Tenant, in form and substance reasonably acceptable to do any and all other acts necessary Purchaser, setting forth the applicable Tenant's or desirable to effectuate the foregoing resolution. RESOLVED FURTHER, that the following officers acting together: _______________ as _____________; and ____________ as _______________ are authorized to execute and deliver the Documents on behalf New Tenant's acceptance of completion of the Corporation, together with any other documents and/or instruments evidencing or ancillary to the Documents, and in such forms and on such terms as such officer(s) shall approve, the execution thereof to be conclusive evidence of such approval and to execute and deliver on behalf of the Corporation all other documents necessary to effectuate said transaction in conformance with these resolutions. Date: _____________, 200_ __________________________________ __________, Corporate Secretary EXHIBIT ONLY ***DO NOT SIGN - INITIAL ONLY*** EXHIBIT "E" Initials:_______ -1- _______ STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND NEWPORT CORPORATION, a Nevada corporation, AS TENANT SUITES 100 and 225 0000 X. Xxxx Road Initials:_________ _________ TABLE OF CONTENTS -----------------subject tenant improvements.

Punchlist. Concurrently with Landlord's delivery The portion of the Premises Purchase Price payable at Closing as computed pursuant to --------- Tenantthe provisions of Paragraph 13.02 hereof and the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, a representative of Landlord which amount shall equal one hundred and a representative of Tenant shall perform a walk-through inspection twenty five percent (125%) of the Improvements in reasonably estimated cost of completing all of the Premises tenant improvements for work for Leases and New Leases that are Qualified Leases as of the Closing Date and/or Earn-Out date. The amount of the Footage Payment payable hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty five percent (125%) of the reasonably estimated cost of constructing and completing substantially to identify any "punchlist" items (i.e., minor defects or conditions in such Improvements that do not impair Tenant's ability to utilize the Premises those standards for the purposes permitted hereundershell and core portion of those Improvements comprising the Project that are each set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in respect to the first and second sentences of this Paragraph 13.11, "Punchlist Holdback"). The Punchlist Holdback shall be compiled in a line item format in respect to major segments for completing such incomplete items and shall set forth the reasonable cost of completing each such line item. If Seller and Purchaser, within fifteen (15) 31 37 days prior to the Closing Date, are unable to agree on the scope or amount of each Punchlist Holdback line item, Seller and Purchaser shall appoint a third party contractor to make such determination, and the scope and amount so determined by the third party contractor shall be binding upon the Parties. When the scope and amount of the Punchlist Holdback is determined as aforesaid, it shall be attached to this Agreement, respectively, as Schedules 13.11(a)(1), which items Landlord shall repair or correct no later than thirty (30) days after the date of such walk-through (unless the nature of such repair or correction is such that more than thirty (30) days are required for completion13.11(a)(2), in which case, Landlord shall commence such repair or correction work within such thirty (30) day period and diligently prosecute the same to completion)etc. EXHIBIT "D" Initials:_______ -4- _______ SCHEDULE 1 ---------- TIME DEADLINES -------------- Dates Actions to be Performed ----- ----------------------- A. December, 2000* Tenant to deliver Final Space Plan to Landlord. B. December, 2000* Tenant to deliver Final Working Drawings to Landlord. C. Five (5) business days after the Tenant to approve Cost receipt of the Cost Proposal by Tenant. Proposal and deliver Cost Proposal to Landlord. * Landlord and Tenant agree that these dates will be flexible, that as a result, Substantial Completion of the Improvements is unlikely to occur upon the date originally contemplated, but that the Abatement Period shall nevertheless expire upon the date specified in Article 2 of the LeaseThereafter, subject to extension only for Landlord Delays as provided inForce Majeure, Seller, at its sole cost and subject to, Section 5.2 expense (regardless of the Tenant Work Letter. SCHEDULE 1 Initials:_______ -1- _______ EXHIBIT "E" ----------- CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTIONS OF NEWPORT CORPORATION The undersignedamount of the Punchlist Holdback), being the duly elected Corporate Secretary of Newport Corporation, a Nevada corporation agrees to diligently prosecute to completion ("CorporationPunchlist Work") all of the items on each Schedule 13.11(a) attached hereto. The obligation of Seller to complete the Punchlist Work is absolute and unconditional. Monthly, after the Closing Date, when Punchlist Work pertaining to various line items on the Punchlist Holdback is complete, Purchaser shall pay to Seller one hundred percent (100%) of that portion of the Punchlist Holdback applicable to such completed Punchlist Work (thereby retaining twenty-five percent (25%) thereof), hereby certifies provided Seller has delivered to Purchaser a Form G704 in the form attached to the Exhibit Agreement as Schedule 13.11(b), executed by Seller (or its contractor) setting forth that the following is a true, full and correct copy subject line item of Punchlist Work has been completed. When all of the resolutions adopted Punchlist Work has been completed and the Forms G704 therefor have been delivered to the Purchaser, Purchaser shall pay to Seller the remaining twenty-five percent (25%) of the Punchlist Holdback, provided Seller has delivered to the Purchaser the following documents: (a) Evidence that all payment in the manner required by the Corporation applicable contract, agreement or undertaking is paid in full in respect to the subject Punchlist Work; (b) Lien waivers required by unanimous written consent in lieu of a special meeting of its Board of Directors, (and that said resolutions have not been amended are reasonably satisfactory to) the Title Company from the Seller and its contractor and subcontractors that are necessary to insure over Liens in respect to the Punchlist Work; and (c) In respect to the portion(s) of Punchlist Work for incomplete tenant improvements under a Lease or revoked as New Lease, an acknowledgment from the subject Tenant or New Tenant, in form and substance reasonably acceptable to Purchaser, setting forth the applicable Tenant's or New Tenant's acceptance of completion of the date hereof. RESOLVED, that the Corporation, is hereby authorized to execute, deliver and fully perform that certain document entitled Standard Office Lease ("Lease") by and between the Corporation and Arden Realty Limited Partnership, a Maryland limited partnership, for the lease of space at 0000 X. Xxxx Road, Santa Ana, California. RESOLVED FURTHER, that the Corporation is hereby authorized and directed to make, execute and deliver any and all, consents, certificates, documents, instruments, amendments, confirmations, guarantees, papers or writings as may be required in connection with or in furtherance of the Lease (collectively with the Lease, the "Documents") or any transactions described therein, and to do any and all other acts necessary or desirable to effectuate the foregoing resolution. RESOLVED FURTHER, that the following officers acting together: _______________ as _____________; and ____________ as _______________ are authorized to execute and deliver the Documents on behalf of the Corporation, together with any other documents and/or instruments evidencing or ancillary to the Documents, and in such forms and on such terms as such officer(s) shall approve, the execution thereof to be conclusive evidence of such approval and to execute and deliver on behalf of the Corporation all other documents necessary to effectuate said transaction in conformance with these resolutions. Date: _____________, 200_ __________________________________ __________, Corporate Secretary EXHIBIT ONLY ***DO NOT SIGN - INITIAL ONLY*** EXHIBIT "E" Initials:_______ -1- _______ STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND NEWPORT CORPORATION, a Nevada corporation, AS TENANT SUITES 100 and 225 0000 X. Xxxx Road Initials:_________ _________ TABLE OF CONTENTS -----------------subject tenant improvements.

Punchlist. Concurrently with Landlord's delivery The portion of the Premises Purchase Price payable at each Closing as computed pursuant to --------- Tenantthe provisions of Paragraph 13.02 hereof and the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, a representative which amount shall equal one hundred and twenty five percent (125%) of Landlord the reasonably estimated cost of completing all of the tenant improvements work for Leases and a representative New Leases that are Qualified Leases in the applicable Phase as of Tenant the applicable Closing Date and/or Phase I Earn-Out Payment date. The amount of the Footage Payment payable hereunder shall perform a walk-through inspection be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty five percent (125%) of the reasonably estimated cost of constructing and completing substantially to those standards for the shell and core portions of the Improvements for Phase I that are set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in respect to the Premises first and second sentences of this Paragraph 13.11, "Punchlist Holdback"). The Punchlist Holdback shall be compiled in a line item format in respect to identify any "punchlist" major segments for completing such incomplete items and shall set forth the reasonable cost of completing each such line item. If Seller and Purchaser, within fifteen (i.e.15) days prior to the date the foregoing payments hereunder are due, minor defects are unable to agree on the scope or conditions in amount of each applicable Punchlist Holdback line item, Seller and Purchaser shall appoint a third party contractor to make such Improvements that do not impair Tenant's ability determination, and the scope and amount so determined by the third party contractor shall be binding upon the Parties. When the scope and amount of the applicable Punchlist Holdback is determined as aforesaid, it shall be attached to utilize the Premises for the purposes permitted hereunderthis Agreement, respectively, as Schedules 13.11(a)(1), which items Landlord shall repair or correct no later than thirty (30) days after the date of such walk-through (unless the nature of such repair or correction is such that more than thirty (30) days are required for completion, in which case, Landlord shall commence such repair or correction work within such thirty (30) day period and diligently prosecute the same to completion13.11(a)(2). EXHIBIT "D" Initials:_______ -4- _______ SCHEDULE 1 ---------- TIME DEADLINES -------------- Dates Actions to be Performed ----- ----------------------- A. December, 2000* Tenant to deliver Final Space Plan to Landlord. B. December, 2000* Tenant to deliver Final Working Drawings to Landlord. C. Five (5) business days after the Tenant to approve Cost receipt of the Cost Proposal by Tenant. Proposal and deliver Cost Proposal to Landlord. * Landlord and Tenant agree that these dates will be flexible, that as a result, Substantial Completion of the Improvements is unlikely to occur upon the date originally contemplated, but that the Abatement Period shall nevertheless expire upon the date specified in Article 2 of the Lease, subject to extension only for Landlord Delays as provided in, and subject to, Section 5.2 of the Tenant Work Letter. SCHEDULE 1 Initials:_______ -1- _______ EXHIBIT "E" ----------- CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTIONS OF NEWPORT CORPORATION The undersigned, being the duly elected Corporate Secretary of Newport Corporation, a Nevada corporation ("Corporation"), hereby certifies that the following is a true, full and correct copy of the resolutions adopted by the Corporation by unanimous written consent in lieu of a special meeting of its Board of Directors, and that said resolutions have not been amended or revoked as of the date hereof. RESOLVED, that the Corporation, is hereby authorized to execute, deliver and fully perform that certain document entitled Standard Office Lease ("Lease") by and between the Corporation and Arden Realty Limited Partnership, a Maryland limited partnership, for the lease of space at 0000 X. Xxxx Road, Santa Ana, California. RESOLVED FURTHER, that the Corporation is hereby authorized and directed to make, execute and deliver any and all, consents, certificates, documents, instruments, amendments, confirmations, guarantees, papers or writings as may be required in connection with or in furtherance of the Lease (collectively with the Lease, the "Documents") or any transactions described therein, and to do any and all other acts necessary or desirable to effectuate the foregoing resolution. RESOLVED FURTHER, that the following officers acting together: _______________ as _____________; and ____________ as _______________ are authorized to execute and deliver the Documents on behalf of the Corporation, together with any other documents and/or instruments evidencing or ancillary to the Documents, and in such forms and on such terms as such officer(s) shall approve, the execution thereof to be conclusive evidence of such approval and to execute and deliver on behalf of the Corporation all other documents necessary to effectuate said transaction in conformance with these resolutions. Date: _____________, 200_ __________________________________ __________, Corporate Secretary EXHIBIT ONLY ***DO NOT SIGN - INITIAL ONLY*** EXHIBIT "E" Initials:_______ -1- _______ STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND NEWPORT CORPORATION, a Nevada corporation, AS TENANT SUITES 100 and 225 0000 X. Xxxx Road Initials:_________ _________ TABLE OF CONTENTS -----------------

Punchlist. Concurrently with Landlord's delivery The portion of the Premises Purchase Price payable at each Closing as computed pursuant to --------- Tenantthe provisions of Paragraph 13.02 hereof and the amount of each Earn-Out Payment due hereunder shall be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, a representative which amount shall equal one hundred and twenty five percent (125%) of Landlord the reasonably estimated cost of completing all of the tenant improvement work for Leases and a representative New Leases that are Qualified Leases in the applicable Phase as of Tenant the applicable Closing Date and/or Earn-Out Payment date. The amount of the Footage Payment payable hereunder shall perform a walk-through inspection be reduced by an amount which shall be held by Purchaser and disbursed as hereafter provided, which amount shall equal one hundred twenty five percent (125%) of the reasonably estimated cost of constructing and completing substantially to those standards for the shell and core portions of the Improvements in the Premises to identify any "punchlist" items (i.e., minor defects or conditions in such Improvements that do not impair Tenant's ability to utilize the Premises for the purposes permitted hereundersubject Phase that are each set forth on the Shell and Core List and Standard attached hereto as Schedule 13.11 (collectively, in respect to the first and second sentences of this Paragraph 13.11, "Punchlist Holdback"). The Punchlist Holdback shall be compiled in a line item format in respect to major segments for completing such incomplete items and shall set forth the reasonable cost of completing each such line item. If Seller and Purchaser, within fifteen (15) days prior to the date the foregoing payments hereunder are due, are unable to agree on the scope or amount of each applicable Punchlist Holdback line item, Seller and Purchaser shall appoint a third party contractor to make such determination, and the scope and amount so determined by the third party contractor shall be binding upon the Parties. When the scope and amount of the applicable Punchlist Holdback is determined as aforesaid, it shall be attached to this Agreement, respectively, as Schedules 13.11(a)(1), which items Landlord shall repair or correct no later than thirty (30) days after the date of such walk-through (unless the nature of such repair or correction is such that more than thirty (30) days are required for completion13.11(a)(2), in which case, Landlord shall commence such repair or correction work within such thirty (30) day period and diligently prosecute the same to completion)etc. EXHIBIT "D" Initials:_______ -4- _______ SCHEDULE 1 ---------- TIME DEADLINES -------------- Dates Actions to be Performed ----- ----------------------- A. December, 2000* Tenant to deliver Final Space Plan to Landlord. B. December, 2000* Tenant to deliver Final Working Drawings to Landlord. C. Five (5) business days after the Tenant to approve Cost receipt of the Cost Proposal by Tenant. Proposal and deliver Cost Proposal to Landlord. * Landlord and Tenant agree that these dates will be flexible, that as a result, Substantial Completion of the Improvements is unlikely to occur upon the date originally contemplated, but that the Abatement Period shall nevertheless expire upon the date specified in Article 2 of the LeaseThereafter, subject to extension only for Landlord Delays as provided inForce Majeure, Seller, at its sole cost and subject to, Section 5.2 expense (regardless of the Tenant Work Letter. SCHEDULE 1 Initials:_______ -1- _______ EXHIBIT "E" ----------- CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTIONS OF NEWPORT CORPORATION The undersignedamount of the Punchlist Holdback), being the duly elected Corporate Secretary of Newport Corporation, a Nevada corporation agrees to diligently prosecute to completion ("CorporationPunchlist Work") all of the items on each Schedule 13.11(a) attached hereto. The obligation of Seller to complete the Punchlist Work is absolute and unconditional. Monthly, after each Punchlist Holdback is established as aforesaid, when Punchlist Work pertaining to various line items on the applicable Punchlist Holdback is complete, the Purchaser shall pay to Seller one hundred percent (100%) of that portion of the applicable Punchlist Holdback applicable to such completed Punchlist Work (thereby retaining twenty-five percent (25%) thereof), hereby certifies provided Seller has delivered to Purchaser a Form G704 in the form attached to the Exhibit Agreement as Schedule 13.11(b), executed by Seller (or its contractor) setting forth that the following is a true, full and correct copy subject line item of such Punchlist Work has been completed. When all of the resolutions adopted Punchlist Work in respect to the applicable Punchlist Holdback has been completed in respect to the applicable Phase and the Forms G704 therefor have been delivered to Purchaser, Purchaser shall pay to Seller the remaining twenty-five percent (25%) of the subject Punchlist Holdback, provided Seller has delivered to Purchaser the following documents: (a) Evidence that all payment in the manner required by the Corporation applicable contract, agreement or undertaking is paid in full in respect to the subject Phase Punchlist Work; (b) Lien waivers required by unanimous written consent in lieu of a special meeting of its Board of Directors, (and that said resolutions have not been amended or revoked as are reasonably satisfactory to) the Title Company from the Seller and its contractor and subcontractors that are necessary to insure over Liens in respect to the subject Punchlist Work; and (c) In respect to the portion(s) of the date hereof. RESOLVEDsubject Punchlist Work that pertains to incomplete tenant improvements under a Lease or New Lease, that an acknowledgment from the Corporationsubject Tenant or New Tenant, is hereby authorized in form and substance reasonably acceptable to executePurchaser, deliver and fully perform that certain document entitled Standard Office Lease ("Lease") by and between setting forth the Corporation and Arden Realty Limited Partnership, a Maryland limited partnership, for the lease applicable Tenant's or New Tenant's acceptance of space at 0000 X. Xxxx Road, Santa Ana, California. RESOLVED FURTHER, that the Corporation is hereby authorized and directed to make, execute and deliver any and all, consents, certificates, documents, instruments, amendments, confirmations, guarantees, papers or writings as may be required in connection with or in furtherance completion of the Lease (collectively with the Lease, the "Documents") or any transactions described therein, and to do any and all other acts necessary or desirable to effectuate the foregoing resolution. RESOLVED FURTHER, that the following officers acting together: _______________ as _____________; and ____________ as _______________ are authorized to execute and deliver the Documents on behalf of the Corporation, together with any other documents and/or instruments evidencing or ancillary to the Documents, and in such forms and on such terms as such officer(s) shall approve, the execution thereof to be conclusive evidence of such approval and to execute and deliver on behalf of the Corporation all other documents necessary to effectuate said transaction in conformance with these resolutions. Date: _____________, 200_ __________________________________ __________, Corporate Secretary EXHIBIT ONLY ***DO NOT SIGN - INITIAL ONLY*** EXHIBIT "E" Initials:_______ -1- _______ STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND NEWPORT CORPORATION, a Nevada corporation, AS TENANT SUITES 100 and 225 0000 X. Xxxx Road Initials:_________ _________ TABLE OF CONTENTS -----------------subject tenant improvements.

Punchlist. Concurrently with Landlord's delivery Landlord shall make commercially reasonable efforts to substantially complete the Tenant Improvements by the Anticipated Delivery Date. When Xxxxxxxx believes that the Leased Premises are in the Delivery Condition, Landlord shall deliver a notice to Tenant (a) stating that Landlord believes that the Leased Premises are in the Delivery Condition and (b) which designates a date (a “Delivery Initial Walk-Through Date”) not less than five (5) Business Days after, but approximately five (5) Business Days after, the giving of such notice, for the Premises Tenant to --------- Tenant, conduct a representative of Landlord and a representative of Tenant shall perform a walk-through scheduled inspection of the Improvements Leased Premises (it being understood that Landlord shall have the right to accompany Tenant during any such inspection). Tenant shall be deemed to have acknowledged that the Leased Premises are in the Delivery Condition as of such Delivery Initial Walk-Through Date, unless Tenant indicates in a notice given to Landlord on or before the fifth (5th) Business Day after the Delivery Initial Walk-Through Date that the Leased Premises are not in the Delivery Condition (“Delivery Deficiency Notice”). If Tenant does not send a Delivery Deficiency Notice, Landlord and Tenant shall reasonably cooperate to establish a reasonable number of dates for the parties to conduct one or more inspections of the Leased Premises to identify any "punchlist" punchlist items in respect thereof. No later than twenty-one (i.e.21) days following the Delivery Initial Walk-Through Date, minor defects or conditions in such Tenant shall deliver to Landlord a list of the elements of Tenant Improvements that do not impair Tenant's ability remain incomplete (each such list being referred to utilize the Premises for the purposes permitted hereunderherein as a “Draft Delivery Punchlist”). No later than five (5) Business Days following receipt of a Draft Delivery Punchlist, which items Landlord shall repair or correct no later than notify Tenant whether Landlord contests any items on the Draft Delivery Punchlist. Xxxxxxxx’s failure to reply to the Draft Delivery Punchlist within such five (5) Business Day period will be deemed Landlord’s acceptance of the Draft Delivery Punchlist. Within three (3) Business Days following Xxxxxx’s receipt of Xxxxxxxx’s comments to the Draft Delivery Punchlist, Tenant shall revise the Draft Delivery Punchlist and re-submit it to Landlord. This process will repeat until the parties agree on a Draft Delivery Punchlist (the “Delivery Punchlist”). Landlord shall use commercially reasonable efforts to complete the items identified on the Delivery Punchlist approved by Tenant within thirty (30) days after thereafter (and in any event will complete such items within 90 days thereafter). 5. Extensions of the Anticipated Delivery Date. The Anticipated Delivery Date will be extended one day for each day of (a) Tenant Delay (as defined below) or (b) actual delay in the delivery of the Leased Premises to Tenant in the Delivery Condition to the extent resulting from a Force Majeure Event. As used herein, “Tenant Delay” means any actual delay that would not have occurred but for (i) any Change Order (defined below) approved by Tenant in accordance with the terms of Section 6 below (however Tenant acknowledges and agrees that Landlord shall have no obligation to cease or temporarily halt ongoing construction of the Tenant Improvements between the date of such walk-through Tenant’s Change Request(s) and the date of Tenant’s execution of a Change Order with respect to the same); and/or (unless ii) the nature failure of such repair or correction is such that more than thirty (30) days are Tenant to furnish within the time provided in this Lease any information required for completion, in which case, Landlord shall commence such repair or correction work within such thirty (30) day period and diligently prosecute the same to completion). EXHIBIT "D" Initials:_______ -4- _______ SCHEDULE 1 ---------- TIME DEADLINES -------------- Dates Actions by this Lease to be Performed ----- ----------------------- A. December, 2000* furnished by Tenant to deliver Final Space Plan to Landlord. B. December, 2000* Tenant to deliver Final Working Drawings to Landlord. C. Five (5) business days after the Tenant to approve Cost receipt of the Cost Proposal by Tenant. Proposal and deliver Cost Proposal to Landlord. * Landlord and Tenant agree that these dates will be flexible, that as a result, Substantial Completion of the Improvements is unlikely to occur upon the date originally contemplated, but that the Abatement Period shall nevertheless expire upon the date specified in Article 2 of the Lease, subject to extension only for Landlord Delays as provided in, and subject to, Section 5.2 of the Tenant Work Letter. SCHEDULE 1 Initials:_______ -1- _______ EXHIBIT "E" ----------- CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTIONS OF NEWPORT CORPORATION The undersigned, being the duly elected Corporate Secretary of Newport Corporation, a Nevada corporation ("Corporation"), hereby certifies that the following is a true, full and correct copy of the resolutions adopted by the Corporation by unanimous written consent in lieu of a special meeting of its Board of Directors, and that said resolutions have not been amended or revoked as of the date hereof. RESOLVED, that the Corporation, is hereby authorized to execute, deliver and fully perform that certain document entitled Standard Office Lease ("Lease") by and between the Corporation and Arden Realty Limited Partnership, a Maryland limited partnership, for the lease of space at 0000 X. Xxxx Road, Santa Ana, California. RESOLVED FURTHER, that the Corporation is hereby authorized and directed to make, execute and deliver any and all, consents, certificates, documents, instruments, amendments, confirmations, guarantees, papers or writings as may be required in connection with or in furtherance of the Lease (collectively with the Lease, the "Documents") or any transactions described therein, and to do any and all other acts necessary or desirable to effectuate the foregoing resolution. RESOLVED FURTHER, that the following officers acting together: _______________ as _____________; and ____________ as _______________ are authorized to execute and deliver the Documents on behalf of the Corporation, together with any other documents and/or instruments evidencing or ancillary to the Documents, and in such forms and on such terms as such officer(s) shall approve, the execution thereof to be conclusive evidence of such approval and to execute and deliver on behalf of the Corporation all other documents necessary to effectuate said transaction in conformance with these resolutions. Date: _____________, 200_ __________________________________ __________, Corporate Secretary EXHIBIT ONLY ***DO NOT SIGN - INITIAL ONLY*** EXHIBIT "E" Initials:_______ -1- _______ STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND NEWPORT CORPORATION, a Nevada corporation, AS TENANT SUITES 100 and 225 0000 X. Xxxx Road Initials:_________ _________ TABLE OF CONTENTS -----------------

Punchlist. Concurrently with Landlord's On a date reasonably specified by Landlord after Substantial Completion of the Base Building Work and the Finish Work (or delivery of a portion of the Premises if Tenant takes partial occupancy, with respect to --------- such portion), Landlord and Tenant shall inspect the Building and the Premises (or portion of the Premises) for the purpose of preparing a mutually satisfactory list of the punchlist type items then remaining to be completed (the “Final Punchlist”). Landlord shall submit the Final Punchlist to Tenant. Items shall not be added to the Final Punchlist by Tenant after it is delivered to Landlord. If the Final Punchlist is not timely delivered by Tenant, a representative that the Finish Work (or portion of the Finish Work so inspected) shall be deemed final and complete (except for matters shown on the version prepared by Landlord and a representative of Tenant shall perform a walk-through inspection of the Improvements in the Premises to identify any "punchlist" items (i.e., minor defects or conditions in such Improvements that do not impair Tenant's ability to utilize the Premises except for the purposes permitted hereunderlatent defects), which items and Landlord shall repair or correct have no later than further obligation to cause any other Finish Work with respect to such portion (except for punchlist work shown on Landlord’s punchlist and correction of latent defects) to be completed. With respect to items on the Final Punchlist not in dispute, Landlord shall cause such items to be completed in a diligent manner and, in any event, within thirty (30) days after the date of such walk-through (unless the nature of such repair or correction is such that more than which time period shall be extended for items which cannot reasonably be completed within thirty (30) days are required days) during regular business hours, but in a manner that will seek to minimize interruption of Tenant’s use and occupancy. With respect to any disputed Final Punchlist items, Landlord and Tenant shall submit such dispute to Landlord’s architect for completionresolution. Except for latent defects and uncompleted items of Finish Work and/or Base Building Work specified in one or more Final Punchlists, Tenant shall be deemed to have accepted all elements of Finish Work (or portion thereof if Tenant takes partial occupancy) and Base Building Work on the Delivery Date or applicable Partial Rent Commencement Date. In the case of a dispute concerning the completion of items of Finish Work and/or Base Building Work specified in one or more Final Punchlists, such items shall be deemed completed and accepted by Tenant upon the delivery to Tenant of a certificate of Landlord’s architect that such items have been completed. In the case of latent defects in Finish Work and/or Base Building Work appearing after the Delivery Date, Tenant shall be deemed to have waived any claim for correction or cure thereof on the date nine (9) months following the Delivery Date or applicable Partial Rent Commencement Date if Tenant has not then given notice of such defect to Landlord. With respect to items as to which caseTenant his given adequate and timely notice hereunder, Landlord shall commence such exercise reasonable efforts to cause Landlord’s contractor so to remedy, repair or correction work within such thirty (30) day period and diligently prosecute the same to completion). EXHIBIT "D" Initials:_______ -4- _______ SCHEDULE 1 ---------- TIME DEADLINES -------------- Dates Actions to be Performed ----- ----------------------- A. Decemberreplace any incomplete, 2000* Tenant to deliver Final Space Plan to Landlord. B. December, 2000* Tenant to deliver Final Working Drawings to Landlord. C. Five (5) business days after the Tenant to approve Cost receipt defective or malfunctioning aspects of Finish Work or Base Building Work that materially affect Tenant’s occupancy of the Cost Proposal by Premises, such action to occur as soon as practicable during normal working hours and so as to avoid any unreasonable interruption of Tenant. Proposal and deliver Cost Proposal to Landlord. * Landlord and Tenant agree that these dates will be flexible, that as a result, Substantial Completion ’s use of the Improvements is unlikely Premises. If timely and adequate notice has been given and if Landlord has other guarantees, contract rights, or other claims against contractors, materialmen or architects Landlord shall, with regard to occur upon any incomplete, defective or malfunctioning aspects of Finish Work or Base Building Work, exercise reasonable efforts to enforce such guarantees or contract rights. The foregoing shall constitute Landlord’s entire obligation with respect to all incomplete, defective or malfunctioning aspects of Finish Work. Notwithstanding the date originally contemplatedforegoing, but that Tenant’s rights with respect to latent defects in the Abatement Period Base Building Work and uncompleted items of Base Building Work shall nevertheless expire upon the date specified in Article 2 only extend to those elements of Base Building Work that, if left uncompleted or unrepaired, would have a material adverse effect on Tenant’s use of the Lease, subject to extension only for Landlord Delays as provided in, and subject to, Section 5.2 of the Tenant Work Letter. SCHEDULE 1 Initials:_______ -1- _______ EXHIBIT "E" ----------- CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTIONS OF NEWPORT CORPORATION The undersigned, being the duly elected Corporate Secretary of Newport Corporation, a Nevada corporation ("Corporation"), hereby certifies that the following is a true, full and correct copy of the resolutions adopted by the Corporation by unanimous written consent in lieu of a special meeting of its Board of Directors, and that said resolutions have not been amended or revoked as of the date hereof. RESOLVED, that the Corporation, is hereby authorized to execute, deliver and fully perform that certain document entitled Standard Office Lease ("Lease") by and between the Corporation and Arden Realty Limited Partnership, a Maryland limited partnership, for the lease of space at 0000 X. Xxxx Road, Santa Ana, California. RESOLVED FURTHER, that the Corporation is hereby authorized and directed to make, execute and deliver any and all, consents, certificates, documents, instruments, amendments, confirmations, guarantees, papers or writings as may be required in connection with or in furtherance of the Lease (collectively with the Lease, the "Documents") or any transactions described therein, and to do any and all other acts necessary or desirable to effectuate the foregoing resolution. RESOLVED FURTHER, that the following officers acting together: _______________ as _____________; and ____________ as _______________ are authorized to execute and deliver the Documents on behalf of the Corporation, together with any other documents and/or instruments evidencing or ancillary to the Documents, and in such forms and on such terms as such officer(s) shall approve, the execution thereof to be conclusive evidence of such approval and to execute and deliver on behalf of the Corporation all other documents necessary to effectuate said transaction in conformance with these resolutions. Date: _____________, 200_ __________________________________ __________, Corporate Secretary EXHIBIT ONLY ***DO NOT SIGN - INITIAL ONLY*** EXHIBIT "E" Initials:_______ -1- _______ STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND NEWPORT CORPORATION, a Nevada corporation, AS TENANT SUITES 100 and 225 0000 X. Xxxx Road Initials:_________ _________ TABLE OF CONTENTS -----------------Premises.

Punchlist. Concurrently Prior to RFFGI, RFSU, RLFC, and Substantial Completion, as applicable, Owner and Contractor shall inspect the Work related to Train 4, and Contractor shall prepare a proposed a list of Punchlist items identified as needing to be completed or corrected as a result of such inspection. Contractor shall promptly provide the proposed Punchlist to Owner for its review and approval, together with Landlord's delivery an estimate of the Premises time and cost necessary to --------- Tenantcomplete or correct each Punchlist item. Contractor shall add to the proposed Punchlist any items that are identified by Owner during its review, a representative and Contractor shall immediately initiate measures to complete or correct, as appropriate, any Punchlist item on Contractor’s proposed list or otherwise that Owner in the exercise of Landlord its reasonable judgment, believes must be completed or corrected for Train 4 to achieve Substantial Completion. Upon Contractor’s completion or correction of any Punchlist item necessary to achieve RFFGI, RFSU, RLFC, and a representative of Tenant Substantial Completion, as applicable, and the Parties agreement on Contractor’s proposed Punchlist, as modified by any Owner additions, such Punchlist shall perform a walk-through inspection govern Contractor’s performance of the Improvements in the Premises Punchlist up to identify any "punchlist" items (i.e.RFSU, minor defects or conditions in such Improvements that do not impair Tenant's ability to utilize the Premises for the purposes permitted hereunder), which items Landlord shall repair or correct no later than thirty (30) days after the date of such walk-through (unless the nature of such repair or correction is such that more than thirty (30) days are required for completion, in which case, Landlord shall commence such repair or correction work within such thirty (30) day period and diligently prosecute the same to completion). EXHIBIT "D" Initials:_______ -4- _______ SCHEDULE 1 ---------- TIME DEADLINES -------------- Dates Actions to be Performed ----- ----------------------- A. December, 2000* Tenant to deliver Final Space Plan to Landlord. B. December, 2000* Tenant to deliver Final Working Drawings to Landlord. C. Five (5) business days after the Tenant to approve Cost receipt of the Cost Proposal by Tenant. Proposal and deliver Cost Proposal to Landlord. * Landlord and Tenant agree that these dates will be flexible, that as a resultRLFC, Substantial Completion or Final Completion, as applicable; provided that the failure to include any items on the Punchlist shall not alter the responsibility of Contractor to complete all Work in accordance with the terms and provisions of this Agreement. After Substantial Completion, Owner shall provide reasonable access to those portions of the Improvements is unlikely Site sufficient for Contractor to occur upon perform its Punchlist so long as such activities (a) do not interfere with the date originally contemplatedoperation of (i) the Train 4 Facility, but that (ii) Train 1 or Train 2 after substantial completion of Train 1 or Train 2 (as applicable) under the Abatement Period shall nevertheless expire upon Trains 1 and 2 EPC Agreement or (iii) Train 3 after substantial completion of Train 3 under the date specified in Article 2 of the Lease, Train 3 EPC Agreement and (b) are subject to extension only for Landlord Delays as provided in, and subject to, Section 5.2 of the Tenant Work LetterOwner’s permit to work system. SCHEDULE 1 Initials:_______ -1- _______ EXHIBIT "E" ----------- CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTIONS OF NEWPORT CORPORATION The undersigned, being the duly elected Corporate Secretary of Newport Corporation, a Nevada corporation ("Corporation"), hereby certifies that the following is a true, full and correct copy of the resolutions adopted by the Corporation by unanimous written consent in lieu of a special meeting of its Board of Directors, and that said resolutions have not been amended or revoked as of the date hereof. RESOLVED, that the Corporation, is hereby authorized to execute, deliver and fully perform that certain document entitled Standard Office Lease ("Lease") by and between the Corporation and Arden Realty Limited Partnership, a Maryland limited partnership, for the lease of space at 0000 X. Xxxx Road, Santa Ana, California. RESOLVED FURTHER, that the Corporation is hereby authorized and directed to make, execute and deliver any and all, consents, certificates, documents, instruments, amendments, confirmations, guarantees, papers or writings as may Punchlist shall be required in connection with or in furtherance of the Lease (collectively with the Lease, the "Documents") or any transactions described therein, and to do any and all other acts necessary or desirable to effectuate the foregoing resolution. RESOLVED FURTHER, that the following officers acting together: _______________ as _____________; and ____________ as _______________ are authorized to execute and deliver the Documents on behalf of the Corporation, together with any other documents and/or instruments evidencing or ancillary to the Documents, and in such forms and on such terms as such officer(s) shall approve, the execution thereof to be conclusive evidence of such approval and to execute and deliver on behalf of the Corporation all other documents necessary to effectuate said transaction in conformance with these resolutions. Date: _____________, 200_ __________________________________ __________, Corporate Secretary EXHIBIT ONLY completed within [***DO NOT SIGN - INITIAL ONLY] ([*** EXHIBIT "E" Initials:_______ -1- _______ STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP*]) Days after Substantial Completion, a Maryland limited partnershipfailing which, AS LANDLORDOwner may, AND NEWPORT CORPORATIONin addition to any other rights that it may have under this Agreement, a Nevada corporationcomplete such Punchlist at the expense of Contractor. In the event Owner elects to complete such Punchlist, AS TENANT SUITES 100 Contractor shall immediately pay Owner (directly, by offset, or by collection on the Letter of Credit, at Owner’s sole discretion) all costs and 225 0000 X. Xxxx Road Initials:_________ _________ TABLE OF CONTENTS -----------------expenses incurred in performing such Punchlist.

Punchlist. Concurrently with Landlord's delivery of When Landlord determines that it has substantially completed the Premises to --------- TenantTenant Finish Work and any Additional Work, a representative of Landlord and a representative of Tenant shall perform a walk-through inspection of the Improvements in the Premises to identify any "punchlist" items (i.e., minor defects or conditions in such Improvements that do not impair Tenant's ability to utilize the Premises for the purposes permitted hereunder), which items Landlord shall repair or correct no later than thirty (30) notify Tenant. Within 3 business days after the date of such walk-through (unless the nature of such repair or correction is such that more than thirty (30) days are required for completion, in which caseLxxxxxxx’s notice to Txxxxx, Landlord and Tenant shall commence such repair meet and inspect the Premises. Tenant shall reasonably specify any part of the Tenant Finish Work or correction work within such thirty the Additional Work that is not in substantial compliance with the Construction Documents by delivering a punchlist to Landlord on the next business day after the date of the inspection. Landlord shall correct the items shown on the punchlist that are not in substantial compliance with the Construction Documents with reasonable due diligence and will have access to the Premises to do so. This Move Out Standards (30Exhibit “F”) day period is dated for the reference purposes as, and diligently prosecute is made between Teachers Insurance and Annuity Association of America, a New York corporation, (“Landlord”), and PLx Pharma Inc., a Texas corporation (“Tenant”) to be a part of that certain Standard Industrial Lease (the same to completion“Lease”) concerning a portion of the Property more commonly known as 8000 Xx Xxx, Xxxxx 000, Xxxxxxx, Xxxxx (the “Premises”). EXHIBIT "D" Initials:_______ -4- _______ SCHEDULE 1 ---------- TIME DEADLINES -------------- Dates Actions to be Performed ----- ----------------------- A. December, 2000* Tenant to deliver Final Space Plan to Landlord. B. December, 2000* Tenant to deliver Final Working Drawings to Landlord. C. Five (5) business days after the Tenant to approve Cost receipt of the Cost Proposal by Tenant. Proposal and deliver Cost Proposal to Landlord. * Landlord and Tenant agree that these dates will the Lease is hereby modified and supplemented as follows: At the expiration of this Lease, Tenant shall surrender the Premises in the same condition as they were upon delivery of possession thereto under this Lease, reasonable wear and tear excepted, and shall deliver all keys to Landlord. Before surrendering the Premises, Tenant shall remove all of its Personal Property and trade fixtures and such alterations or additions to the Premises made by Tenant as may be flexiblespecified for removal thereof. If Tenant fails to remove its personal property and fixtures upon the expiration of this Lease, that as a result, Substantial Completion the same shall be deemed abandoned and shall become the property of the Improvements is unlikely to occur upon Landlord. The Tenant shall surrender the date originally contemplatedPremises, but that at the Abatement Period shall nevertheless expire upon time of the date specified in Article 2 expiration of the Lease, subject to extension only for Landlord Delays as provided inin a condition that shall include, and subject but is not limited to, Section 5.2 of the Tenant Work Letter. SCHEDULE 1 Initials:_______ -1- _______ EXHIBIT "E" ----------- CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTIONS OF NEWPORT CORPORATION The undersigned, being the duly elected Corporate Secretary of Newport Corporation, a Nevada corporation ("Corporation"), hereby certifies that addressing the following is a true, full and correct copy of the resolutions adopted by the Corporation by unanimous written consent in lieu of a special meeting of its Board of Directors, and that said resolutions have not been amended or revoked as of the date hereof. RESOLVED, that the Corporation, is hereby authorized to execute, deliver and fully perform that certain document entitled Standard Office Lease ("Lease") by and between the Corporation and Arden Realty Limited Partnership, a Maryland limited partnership, for the lease of space at 0000 X. Xxxx Road, Santa Ana, California. RESOLVED FURTHER, that the Corporation is hereby authorized and directed to make, execute and deliver any and all, consents, certificates, documents, instruments, amendments, confirmations, guarantees, papers or writings as may be required in connection with or in furtherance of the Lease (collectively with the Lease, the "Documents") or any transactions described therein, and to do any and all other acts necessary or desirable to effectuate the foregoing resolution. RESOLVED FURTHER, that the following officers acting together: _______________ as _____________; and ____________ as _______________ are authorized to execute and deliver the Documents on behalf of the Corporation, together with any other documents and/or instruments evidencing or ancillary to the Documents, and in such forms and on such terms as such officer(s) shall approve, the execution thereof to be conclusive evidence of such approval and to execute and deliver on behalf of the Corporation all other documents necessary to effectuate said transaction in conformance with these resolutions. Date: _____________, 200_ __________________________________ __________, Corporate Secretary EXHIBIT ONLY ***DO NOT SIGN - INITIAL ONLY*** EXHIBIT "E" Initialsitems:_______ -1- _______ STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND NEWPORT CORPORATION, a Nevada corporation, AS TENANT SUITES 100 and 225 0000 X. Xxxx Road Initials:_________ _________ TABLE OF CONTENTS -----------------

Punchlist. Concurrently with Landlord's delivery of the Premises to --------- Tenant, a representative of Landlord and a representative of Tenant shall perform a walk-through inspection of the Tenant Improvements in the Premises to identify any "punchlist" items (i.e., minor defects or conditions in such Tenant Improvements that do not impair Tenant's ability to utilize the Premises for the purposes permitted hereunder), which items Landlord shall repair or correct no later than thirty (30) days after the date of such walk-through (unless the nature of such repair or correction is such that more than thirty (30) days are required for completion, in which case, case Landlord shall commence such repair or correction work within such thirty (30) day period and diligently prosecute the same to completion). EXHIBIT "D" Initials:_______ -4- _______ SCHEDULE 1 ---------- TIME DEADLINES -------------- Dates Actions FINAL SPACE PLAN Tenant shall faithfully observe and comply with the following Rules and Regulations. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Project. 1. The sidewalks, driveways, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or used for any purpose other than ingress and egress. 2. No awnings or other projection shall be attached to the outside walls of the Project without Landlord's prior written consent. 3. The sashes, sash doors, skylights, windows and doors that reflect or admit light and air into the halls, passageways or other public places in the Project shall not be covered or obstructed, nor shall any bottles, parcels or other articles be placed on the windowsills. If Tenant desires window coverings, the same must be of such uniform shape, color, material and make as may be prescribed by Landlord. Neither the interior nor the exterior of any windows shall be coated or otherwise sunscreened without Landlord's prior written consent. 4. No sign, advertisement or notice shall be exhibited, painted or affixed by Tenant on any part of, or so as to be Performed ----- ----------------------- A. Decemberseen from the outside of, 2000* its Premises or the Project without Landlord's prior written consent. In the event of Tenant's violation of the foregoing, Landlord may remove the same without any liability and may charge the expense incurred in such removal to Tenant. All signs whether on doors, directory tablets or elsewhere, shall be inscribed, painted or affixed for Tenant to deliver Final Space Plan by Landlord at the expense of Tenant, and shall be of a size, color and style acceptable to Landlord. B. December, 2000* Tenant to deliver Final Working Drawings to Landlord. C. Five (5) business days after the Tenant to approve Cost receipt of the Cost Proposal by Tenant. Proposal and deliver Cost Proposal to Landlord. * Landlord and Tenant agree that these dates will be flexible, that as a result, Substantial Completion of the Improvements is unlikely to occur upon the date originally contemplated, but that the Abatement Period shall nevertheless expire upon the date specified in Article 2 of the Lease, subject to extension only for Landlord Delays as provided in, and subject to, Section 5.2 of the Tenant Work Letter. SCHEDULE 1 Initials:_______ -1- _______ EXHIBIT "E" ----------- CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTIONS OF NEWPORT CORPORATION The undersigned, being the duly elected Corporate Secretary of Newport Corporation, a Nevada corporation ("Corporation"), hereby certifies that the following is a true, full and correct copy of the resolutions adopted by the Corporation by unanimous written consent in lieu of a special meeting of its Board of Directors, and that said resolutions have not been amended or revoked as of the date hereof. RESOLVED, that the Corporation, is hereby authorized to execute, deliver and fully perform that certain document entitled Standard Office Lease ("Lease") by and between the Corporation and Arden Realty Limited Partnership, a Maryland limited partnership, for the lease of space at 0000 X. Xxxx Road, Santa Ana, California. RESOLVED FURTHER, that the Corporation is hereby authorized and directed to make, execute and deliver any and all, consents, certificates, documents, instruments, amendments, confirmations, guarantees, papers or writings as may be required in connection with or in furtherance of the Lease (collectively with the Lease, the "Documents") or any transactions described therein, and to do any and all other acts necessary or desirable to effectuate the foregoing resolution. RESOLVED FURTHER, that the following officers acting together: _______________ as _____________; and ____________ as _______________ are authorized to execute and deliver the Documents on behalf of the Corporation, together with any other documents and/or instruments evidencing or ancillary to the Documents, and in such forms and on such terms as such officer(s) shall approve, the execution thereof to be conclusive evidence of such approval and to execute and deliver on behalf of the Corporation all other documents necessary to effectuate said transaction in conformance with these resolutions. Date: _____________, 200_ __________________________________ __________, Corporate Secretary EXHIBIT ONLY ***DO NOT SIGN - INITIAL ONLY*** EXHIBIT "E" Initials:_______ -1- _______ STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND NEWPORT CORPORATION, a Nevada corporation, AS TENANT SUITES 100 and 225 0000 X. Xxxx Road Initials:_________ _________ TABLE OF CONTENTS -----------------