Common use of Substantial Completion Clause in Contracts

Substantial Completion. For purposes of the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvements.

Substantial Completion. For purposes As used herein, "Substantial Completion" shall mean (and each floor of the Third Amendment Premises shall be deemed "Substantially Complete") when (i) installation of Building Standard Improvements and this Tenant Work Letter: "Extra Improvements in such portion of the Premises has occurred, to the extent such improvements can, in Landlord's reasonable judgment, be installed within the timeframe for completion of Building Standard Improvements, (ii) Tenant has direct access to the elevator lobby on the floor (or floors) where the Premises are located, (iii) Basic Services are available to the Premises, and (iv) the City of Bellevue has issued a temporary or permanent certificate of occupancy permitting Tenant to occupy such portion of the Premises for the Permitted Use or has taken such other action as may be customary to permit occupancy or use thereof for the Permitted Use. Notwithstanding the foregoing, Substantial Completion of shall be deemed to have occurred on the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings date on which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and Xxxxxx takes occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items Premises and commences to do business therein. Substantial Completion shall be completed deemed to have occurred even if a "punch-list" or similar corrective work remains to be completed. Within ten (10) days after Landlord delivers possession of the Premises to Tenant, Landlord, Tenant, and the Landlord's Architect shall prepare a "punch-list" which shall consist of the items that have not been, but should have been, finished or furnished prior to such date or which do not conform to the TI Working Drawings or the Base Building Drawings (but only to the extent that the Base Building Improvements were not complete at the time of Tenant's inspection under Paragraph 8 above). ----------- Landlord shall complete and furnish all punch-list items within thirty (30) days after Substantial Completion or as soon thereafter as is possible with the exercise of due diligence. The cost thereof shall be borne by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniturethe General Contractor under its contract to construct the Base Building Improvements or Upgrades, or equipment to be installed by Tenant or the TI Contractor under the supervision of Contractorin TI Construction Contract, as the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementscase may be.

Substantial Completion. For purposes “Substantial Completion” of construction of the Third Amendment and this Second Expansion Improvements shall be defined as the date upon which the Space Planner or other consultant engaged by Landlord determines that the Second Expansion Improvements have been substantially completed except for Punch List items (defined below), unless the completion of such improvements was delayed due to any Tenant Work Letter: "Delay (defined below), in which case the date of Substantial Completion shall be the date such improvements would have been completed, but for the Tenant Delays. The term “Punch List” items shall mean items that constitute minor defects or adjustments which can be completed after occupancy without causing any material interference with Tenant’s use of the Second Expansion Space Premises. After the completion of the Second Expansion Improvements, Tenant Improvements" shall, upon demand, execute and deliver to Landlord a letter of acceptance of improvements performed on the Second Expansion Premises. The term “Tenant Delay” shall occur upon include, without limitation, any delay in the completion of construction of Second Expansion Improvements resulting from (i) Tenant’s failure to comply with the provisions of this Work Letter, (ii) any additional time as reasonably determined by Landlord required for ordering, receiving, fabricating and/or installing items or materials or other components of the construction of Second Expansion Space Improvements, including, without limitation, mill work, (iii) delay in work caused by submission by Tenant Improvements pursuant of a request for any change order (defined below) following Tenant’s approval of the Final Plans, or for the implementation of any change order, or (iv) any delay by Tenant in timely submitting comments or approvals to the Challenger Approved Working drawings which relate specifically Temporary Plans or Final Plans. The failure of Tenant to take possession of or to occupy the Second Expansion Space Premises (or any portion thereof) shall not serve to relieve Tenant Improvements, with of obligations arising on the exception Second Expansion Commencement Date or delay the payment of (A) any punch list items (i.e., minor defects rent or conditions in the Expansion Space other sums payable by Tenant Improvements that do not materially under and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use as set forth in the Lease. SCHEDULE 1 TO EXHIBIT “C” DESCRIPTION OF SUITE 110 EXPANSION IMPROVEMENTS [ATTACHED] BROKERAGE SERVICES Office Buildings July 21, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures2006 CBRE CB XXXXXXX XXXXX CB Xxxxxxx Xxxxx 0000 Xxxx Xxxxxxxxxx Xxxxxxx Xxxxx 000 Xxxx Xxxx Xxxx, work-stationsXX 00000 T 000 000 0000 F 000 000 0000 xxxxx.xxxxxxxx@xxxx.xxx Xxxxx Xxxxxxxx Senior Vice President Office Buildings/Corporate Services Xx. Xxxx Xxxxxx Eschelon Telecom, built-in furnitureInc. 0000 XX Xxxxxxxx Xxxx, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion Xxxxx 000 Xxxxxxxx, XX 00000 RE: LEASE PROPOSAL FOR ESCHELON TELECOM AT THE PARKSIDE TOWER Dear Phil: On behalf of the Challenger Building” shall occur upon completion of construction Parkside office building, we would like to thank you for your patience over the last few months as we have worked through the sale of the entire Challenger Tenant Improvements pursuant to building. Eschelon Telecom is a valued tenant of the Challenger Approved Working Drawings, with Parkside Tower and we are excited about the exception prospect of (1) any punch list items (i.e., minor defects or conditions expanding their presence in the Challenger Tenant Improvements that do not materially and adversely interfere with building. Landlord: Parkside Salt Lake Corporation Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below): Eschelon Telecom, (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvements.Inc.

Substantial Completion. For purposes Subject to the provisions of Section 35, Landlord shall use its reasonable efforts to “substantially complete” the Third Amendment and this Premises by the Target Date, provided that the Target Date shall be extended for the number of days that Tenant Work Letterfails to satisfy its obligations under Section 35. “Substantially complete” means that: "Substantial Completion of (i) the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvementsimprovements described in Section 35, including Building Systems, has been completed in accordance with the exception of Approved Plans and Specifications (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided defined in Section 3.3 below); and (B35) any tenant fixturesso that Tenant can use the Premises for its intended purposes without material interference to Tenant conducting its ordinary business activities, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) the Premises have been approved for occupancy by governmental authorities having jurisdiction, (iii) Tenant has ready access to the Building and Premises, and (iv) the Premises are ready for installation of any equipment, furniture, fixtures or decoration that Tenant will install. Landlord shall keep Tenant advised as to its progress with regard to “substantially completing” the Premises by the Target Date. Notwithstanding the foregoing, the requirements of subsection (ii) shall be deemed satisfied if all of the other subsections have been satisfied and the government approval is delayed solely as a result of either (x) the installation of furniture, fixtures or equipment which is not included within the scope of Landlord’s responsibilities under Section 35 below or (y) certification of the Secure Area (as defined in Section 54 below). If Landlord fails to Substantially Complete the Premises by May 1, 2009 (as extended by any Tenant Delays or force majeure events, as described in Section 27) (such date, the “Outside Completion Date”), then an abatement equal to one day of Base Rent for every day after the Outside Completion Date that Substantial Completion fails to occur. Notwithstanding the foregoing, if a Tenant Caused Delay (below defined) shall occur, and as a result thereof substantial completion of the Challenger Building” Premises shall not occur by the Target Date, then and in such event the Commencement Date shall be deemed to be the date that substantial completion of the Premises would have occurred (but in no event prior to the Target Date or later than July 1, 2009) in the absence of the Tenant Caused Delay. For purposes hereof, a Tenant Caused Delay shall occur upon on a day for day basis for each day of delay in the substantial completion of the Premises resulting from (i) Tenant’s failure to provide Landlord with the information necessary for Landlord to prepare final (subject to modifications resulting by reason of county code review) construction design drawings for the Premises within thirty (30) days following the Effective Date of this Lease; (ii) Tenant’s failure to provide Landlord with its final finish selections within fifteen (15) days following receipt by Tenant of Landlord’s written approval of the final construction design drawings of the Premises; (iii) Tenant withholding its written authorization to proceed with a change order affecting the construction of the entire Challenger Premises or otherwise modifying the Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and more than three (3) business days after its receipt of a written request therefor; or (iv) Tenant’s written direction to “stop-work” at the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant ImprovementsPremises.

Substantial Completion. For purposes of the Third Amendment Lease and this Tenant Work Letter: ", “Substantial Completion” of the Landlord Improvements to the Premises shall mean the date upon which Landlord shall deliver to Tenant (a) fully signed permit card(s) for the Landlord Improvements to the Premises that legally allow Tenant to fully occupy and ship/receive product at the Premises; and (b) an AIA G704-2000 Certificate of Substantial Completion signed by Landlord’s architect with respect to the Landlord Improvements to the Premises. Notwithstanding anything to the contrary contained in the Lease or this Work Letter (including the provisions of Section 2.04 of the Expansion Space Lease) and Tenant’s right to construct the Additional Tenant Improvements" shall occur , Tenant’s Early Access rights and rights to construct the Additional Tenant Improvements is expressly conditioned upon (i) Tenant cooperating with Landlord and General Contractor and any subcontractors engaged in the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Landlord Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of Tenant and Tenant’s Agents (hereinafter defined) not interfering with Landlord or General Contractor or such subcontractors access to or work in the Challenger Building” shall occur upon completion of Premises or the construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) Landlord Improvements. If at any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with time Tenant’s use and and/or occupancy during Tenant’s exercise of the Challenger Building Early Access rights or construction of the Additional Tenant Improvements causes or threatens to cause any delay or interference with the completion of the Landlord Improvements, Landlord has the right to immediately revoke Tenant’s privilege to access, use and/or partially occupy the Premises for Early Access or to construct the permitted use set forth in Additional Tenant Improvements and such interference actually caused by Tenant shall be deemed a “Tenant Delay.” Tenant agrees that such Early Access and the construction of the Additional Tenant Improvements shall be governed under all of the terms, covenants, conditions and provisions of the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsthis Work Letter.

Substantial Completion. For purposes Landlord shall cause the Work to be “substantially completed” on or before (i) the 3rd Floor North Scheduled Completion Date, and (ii) the 3rd Floor South Scheduled Completion Date, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Third Amendment Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work or any other matter beyond the control of Landlord (or beyond the control of Landlord’s contractors or subcontractors performing the Work) and also subject to “Tenant Delays” (as defined and described in Paragraph 6 of this Tenant Work Letter: "Substantial Completion of ). The Work shall be deemed to be “substantially completed” for all purposes under this Work Letter and the Expansion Space Tenant Improvements" shall occur upon Lease if and when Landlord’s architect issues a written certificate to Landlord and Tenant, certifying that the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items Work has been substantially completed (i.e., minor defects completed except for “punchlist” items listed in such architect’s certificate) and reasonably approved by Tenant in substantial compliance with the Working Drawings and Landlord has obtained a certificate of occupancy or conditions in “signed off” job cards with respect to the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy respective portion of the Expansion Space for Work. If the permitted applicable portion of the Work is not deemed to be substantially completed on or before the scheduled date of the 3rd Floor North Commencement Date or the Third Floor South Scheduled Completion Date(a) Landlord agrees to use set forth reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, except as otherwise provide in the Lease, (which punchlist items c) Landlord shall not be completed by Landlord deemed to be in breach or default of the Lease or this Work Letter as a result thereof and except as and to the extent expressly provided in Section 3.3 belowthe Lease, Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise); , and (Bd) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant except to the Challenger Approved Working Drawingsextent of Tenant Delays, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth notwithstanding anything contained in the Lease (which punchlist items to the contrary, the 3rd Floor North Commencement Date of the Lease Term as specified in Section 1.5 of the Lease shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment extended to the date on which the Work is deemed to be installed by Tenant or under the supervision of Contractor substantially completed. Landlord agrees to use reasonable diligence to complete all punchlist work listed in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsaforesaid architect’s certificate promptly after substantial completion.

Substantial Completion. For purposes Landlord and Tenant shall walk through and inspect Landlord's Work just before the anticipated date of completion of Landlord's Work. If, at the time of the Third Amendment and this Tenant inspection, any materially defective or unfinished items of Landlord's Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements(excluding minor details, with the exception of (A) adjustments, or any punch other punch-list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do would not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space Premises for the permitted use set forth in the Leasenormal business operations), (which punchlist items then Landlord shall promptly cause those items, if any, to be completed or corrected, as the case may be. Tenant shall, within five (5) days after confirmation of Substantial Completion (as defined below) pursuant to the inspection, execute a certificate confinning that Landlord's Work is Substantially Complete and identifying all punch-list items (the "Substantial Completion Certificate"). Landlord shall complete all punch-list items identified by Landlord as provided in Section 3.3 below); and Tenant within thirty (B30) any tenant fixtures, work-stations, built-in furnituredays after the issuance of the Substantial Completion Certificate, or equipment a longer period of time if reasonably necessary to be installed by Tenant complete the punch-list items. "Substantial Completion" or under "Substantially Completed" means that: (i) there are no materially defective or materially unfinished items in Landlord's Work that would materially interfere with Tenant's use of the supervision of Contractorin the Expansion Space Premises for normal business operations; and (ii) “Substantial Completion the Premises have been completed by Landlord substantially pursuant to the Final Plans, except for any punch-list items. Landlord's Work may include variations from the Final Plans without Tenant's prior approval if those variations are necessary to comply with any laws, ordinances, or regulations or are otherwise reasonably necessary, as determined by Landlord in its sole discretion. In the event of a dispute between Landlord and Tenant as to whether Landlord has Substantially Completed the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working DrawingsPremises as required in this Work Letter, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items a certificate executed by Landlord's architect shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsdeemed conclusive.

Substantial Completion. For purposes Except as otherwise specifically provided in this Lease (including without limitation a delay in Landlord’s achieving Substantial Completion by reason of a Tenant Delay), and consistent with the provisions of Sections 6.2 and 6.3 of this Lease, Tenant shall not be liable to Landlord for the payment of Rent or any other payment under this Agreement applicable to a Phase (“Tenant Payment Obligations”) until the Landlord’s Work with respect to the applicable Phase is substantially completed in accordance with all Legal Requirements and the Final Plans, as certified by Architect in an executed and dated document on Architect’s letterhead (the “Architect’s Certificate of Substantial Completion”), the Phase is ready for occupancy by Tenant, and Landlord has obtained a certificate of occupancy therefor, or Tenant has taken occupancy of substantially all of a Phase and commenced doing business therein (hereinafter, “Substantial Completion”). Subject to the preceding sentence, if Tenant occupies any portion of the Third Amendment and this Tenant Work Letter: "Building prior to Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception terms of (A) this Lease shall apply to such occupancy. By occupying any punch list items (i.e.Phase, minor defects or conditions Tenant shall be deemed to have accepted the same and to have acknowledged that such Phase, as applicable, is in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space condition required by this Lease except for the permitted use those items set forth in the “Punch Lists” (defined herein), if any, and latent defects in Landlord’s Work. Tenant Payment Obligations shall commence upon the Phase Commencement Date (defined herein) applicable to a Phase in accordance with Sections 6.2 and 6.3 (or, if earlier, the date such Phase Commencement would have occurred but for a Tenant Delay); provided, however, if the Building is partially completed and partially ready for occupancy, and is occupied by Tenant, or Tenant is required to occupy same, a pro rata portion of all Tenant Payment Obligations shall be payable commencing with such date of partial occupancy, and shall be equitably adjusted from time-to-time based upon the portion of the Phase substantially completed and occupied by Tenant. Tenant shall notify Landlord when it needs to obtain access to the applicable Phase to perform Tenant Fixturing Work and in response thereto Landlord shall notify Tenant of the date when Substantial Completion of each Phase of the Premises is expected to be achieved (“Substantial Completion Target Date”). With the exception of the Existing Renovated Office Space, absent such notification, Landlord shall give notice to Tenant approximately forty-five (45) days prior to the Substantial Completion Target Date. After the applicable notice is either given or received by Landlord, Tenant shall be permitted (a) access to the First Phase upon execution of this Lease, and (which punchlist items b) limited access to the Second Phase on or before April 1, 2003 (such date of limited access to the Second Phase is referred to herein as the “Limited Access Date”) to perform Tenant Fixturing Work; provided that: (a) Section 19 (Indemnification) and Section 20 (Insurance), shall be completed by applicable and effective as of the Limited Access Date; (b) Tenant shall deliver to Landlord as provided the Certificate of Insurance noted in Section 3.3 below)20 prior to the Limited Access Date and the insurance shall be effective as of that date; (c) Tenant will avoid any interference with Landlord’s completion of the Landlord’s Work; and (Bd) Tenant shall submit its installation plans to Landlord for Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed. The Vivarium Phase shall not be deemed to have obtained Substantial Completion if the certificate of occupancy with respect thereto has any tenant fixturesprohibition against the use of the vivarium for animal research (other than a prohibition against on-site disposal by burning of dead animals), work-stationsand any such prohibition shall be deemed, built-in furniturefor purposes of this Lease, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion equivalent of the Challenger Building” shall occur upon completion pendency of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of any Zoning Amendment Appeal (1defined herein) any punch list items or Subsequent Appeal (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in defined herein) under Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvements9 .

Substantial Completion. For purposes The “Substantial Completion Date” shall be the date that (i) Landlord, its architect, engineer or construction manager determines that Landlord’s Work has been completed, except for (1) finishing details, minor omissions, mechanical adjustments, and similar items of the Third Amendment and this Tenant Work Letter: "Substantial Completion of type customarily found on an architectural punch-list (the Expansion Space Tenant Improvements" shall occur upon “Punch-List Items”), the correction or completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do will not materially and adversely substantially interfere with Tenant's ’s occupancy and use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below)Premises; and (B2) any tenant trade fixtures, work-stationsworkstations, telecommunications or computer cabling or built-in furniture, furniture or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space (“Substantial Completion”) and (ii) “Tenant is legally permitted to occupy the Premises (as evidenced by a temporary or final certificate of occupancy, or final inspection and sign-off on the job card for Landlord’s Work, or reasonable equivalent); provided, however, (i) if Landlord is delayed in completing Landlord’s Work or in delivering possession of the Premises to Tenant as a result of any Tenant Delay, the Substantial Completion Date shall be deemed to have occurred on the date the Substantial Completion Date would have occurred in the absence of such Tenant Delay, as reasonably determined by Landlord or Landlord’s architect; and (ii) if Tenant takes possession and commences business operations in the Premises prior to the Substantial Completion Date, the Substantial Completion Date shall be deemed to have occurred on the date Tenant commences business operations in the Premises. Tenant shall be responsible for and shall pay any costs and expenses incurred by Landlord in connection with, or as a consequence of, any Tenant Delay. As used in this Lease, the term “Tenant Delay” means a delay in the completion of Landlord’s Work or the delivery of possession of the Challenger Building” shall occur upon completion Premises to Tenant, to the extent caused by the act, omission, neglect or failure of construction Tenant or any of Tenant’s agents, employees, contractors or subcontractors, including, without limitation, to the extent caused by Change Order Requests. EXHIBIT C-1 APPROVED SPACE PLAN [See Attached] EXHIBIT C-2 TI SPECIFICATIONS [See Attached] EXHIBIT C-3 PRLIMINARY PRICING [See Attached] EXHIBIT D COMMENCEMENT DATE CONFIRMATION THIS CONFIRMATION AGREEMENT is entered into as of , 20 by and between CarrAmerica Realty Corporation, a Maryland corporation (“Landlord”), and Pericom Semiconductor Corporation, a California corporation (“Tenant”), with respect to that certain Lease dated as of October 27, 2003 (the “Lease”) respecting certain premises (the “Premises”) located in the building known as 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx. Pursuant to Section 1.A of the entire Challenger Lease, Landlord and Tenant Improvements pursuant to hereby confirm and agree that the Challenger Approved Working Drawings, with the exception of Commencement Date (1) any punch list items (i.e., minor defects or conditions as defined in the Challenger Tenant Improvements Lease) is , 20 and that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth Termination Date (as defined in the Lease (which punchlist items Lease) is , 20 . This Confirmation Agreement supplements, and shall be completed by Landlord as provided in Section 3.3 below)a part of, (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant ImprovementsLease.

Substantial Completion. For purposes The terms “substantial completion,” “Substantial Completion,” “Substantially Complete,” “Substantially complete” and words of similar import (whether or not spelled with initial capitals) as used in the Third Amendment and this Tenant Work Letter: "Substantial Completion shall mean the date of the Expansion Space Tenant Improvements" shall occur upon the substantial completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings Plans (as amended by any Change Orders) such that Tenant may commence the installation of any of Tenant’s equipment and occupy the Expansion Space for the conduct of its business (subject to the completion of any additional construction to be performed by Tenant). The Expansion Space Tenant Improvements shall be deemed substantially complete notwithstanding the fact that minor details of construction, mechanical adjustments or decorations which relate specifically do not materially interfere with Tenant’s use and enjoyment of the Expansion Space remain to be performed (items normally referred to as “punch list” items). Certification by the Architect as to the substantial completion of the Expansion Space Tenant ImprovementsImprovements shall be conclusive and binding upon Landlord and Tenant. By taking occupancy of the Expansion Space, with Tenant shall be deemed to have accepted the exception of (A) Expansion Space Tenant Improvements as substantially complete, except for any punch list items (i.e., minor latent defects or conditions in the Expansion Space Tenant Improvements and except that do not materially Tenant shall, within five business days after entering into possession of the Expansion Space, provide Landlord with a list of incomplete and/or corrective items present in the Expansion Space Tenant Improvements and adversely interfere with subject to reasonable discovery by Tenant's use and occupancy . Tenant shall give written notice to Landlord of discovery of any latent defects in the construction of the Expansion Space for Tenant Improvements within five business days of discovery of any such defect and in no event later than one year following the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision date of Contractorin substantial completion of the Expansion Space and (ii) “Substantial Completion of the Challenger Building” Tenant Improvements. Landlord shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawingsdiligently complete, with the exception of (1) any as soon as reasonably possible, all punch list items (i.e.and adjustments that are not completed upon substantial completion of the Expansion Space Tenant Improvements. Landlord shall diligently complete, minor as soon as reasonably possible following Tenant’s notice thereof, the repair of any latent defects or conditions in the Challenger Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy if Tenant gives notice of such defects to Landlord within one year following the date of substantial completion of the Challenger Building for the permitted use set forth in the Lease (which punchlist items Expansion Space Tenant Improvements. The Expansion Space Commencement Date shall not be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part delayed because of the Challenger Tenant Improvementsexistence of uncorrected punch list items.

Substantial Completion. For purposes of the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Punch-List. The Tenant Improvements pursuant shall be deemed to be "substantially completed" when Lessor: (a) is able to provide Lessee reasonable access to the Challenger Approved Working drawings which relate specifically to Premises; (b) has substantially completed the Expansion Space Tenant Improvements, Improvements in accordance with the exception of (A) any punch list Plans, other than decoration and minor "punch-list" type items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that and adjustments which do not materially and adversely interfere with TenantLessee's access to or use of the Premises; and (c) has obtained a temporary certificate of occupancy or other required equivalent approval from the local governmental authority permitting occupancy of the Expansion Space for Premises; provided, however, that if substantial completion of the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord Tenant Improvements is delayed as provided a result of any Tenant Delays described in Section 3.3 below); and (B) any tenant fixtures4 below then, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth notwithstanding anything in the Lease (which punchlist items or this Addendum to the contrary and subject to the Abatement Period, Lessee's rental obligations and the time period for calculating the term of the Lease shall commence as of the date the Tenant Improvements would have been substantially completed but for such Tenant Delays, and provided further that if substantial completion of the Tenant Improvements is delayed as a result of any Force Majeure Delays described in Section 5 below, then the substantial completion of the Tenant Improvements shall be completed by Landlord as provided in Section 3.3 below)subject to extension for such Force Majeure Delays. Within five (5) business days after such substantial completion, (2) any tenant fixtures, workLessee shall conduct a walk-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part through inspection of the Challenger Tenant ImprovementsPremises with Lessor and provide to Lessor a written punch-list specifying those decoration and other punch-list items which require completion, which items Lessor shall thereafter diligently complete; provided, however, that Lessee shall be responsible, at Lessee's sole cost and expense, for the remediation of any items on the punch-list caused by Lessee's acts or omissions. The term "substantial completion" shall have the same meaning as the term "substantially completed."

Substantial Completion. For The Tenant Improvements and the Base Building Work shall be deemed “Substantially Complete”, “Substantially Completed” or in a state of “Substantial Completion” when both: (a) Contractor and/or Landlord have obtained all sign-offs, inspections and approvals required by the District of Columbia (as a sovereign entity, and not as a tenant under this Lease) and any other applicable governmental authorities for the issuance of certificate(s) of occupancy (which may, for purposes of achieving Substantial Completion be a temporary certificate of occupancy provided that Landlord obtains a permanent certificate of occupancy within 90 days thereafter and such temporary certificate(s) of occupancy allow for the Third Amendment District’s unrestricted and uninterrupted occupancy of the Premises) covering the Premises and have delivered such certificate of occupancy to the District (issuance of such a temporary certificate of occupancy shall be deemed to be conclusive evidence that Landlord and Contractor have obtained all required sign-offs, inspections and approvals for achieving substantial completion provided that Landlord obtains permanent certificates of occupancy within 90 days thereafter); (b) the Project Architect and the Base Building Project Architect (if different) have certified (on a standard AIA Form) that the Tenant Improvements and the Base Building Work, respectively, have been completed substantially in accordance with the Final Plans and Specifications (as modified by the terms of this Work Exhibit), including the placement of furniture and equipment; and (c) the Parking Facility and all applicable Additional Parking Areas necessary to satisfy the parking requirements in this Lease as of the Rent Commencement Date, are complete, secured and Landlord has obtained all sign-offs, inspections and approvals required by the District of Columbia (as PAGE 76 OF 135 (as modified) DC DGS FORM L-105 (3/2018) 0000 Xxxxxxxxx Xxxxxx XX XX 000000000x0 EXECUTION VERSION a sovereign entity, and not as a tenant under this Lease) and any other applicable governmental authorities to allow the District to use the Parking Spaces, and the Base Building Project Architect or other applicable architect or engineer engaged by Landlord has certified (on a standard AIA Form) that all site work undertaken by Landlord on the Land, including without limitation sidewalks, landscaping and exterior lighting have been completed, the foregoing (a), (b) and (c) subject to completion of punch list items that do not materially impair the ability of the District to occupy or utilize the Premises, the Parking Facility or the Additional Parking Areas for the Permitted Use under this Lease (the “Punch List”). Within seven (7) Business Days after Landlord notifies the District that it has or will shortly achieve Substantial Completion, the District together with Landlord (if it elects) and Contractor shall make a final inspection of the Premises to ensure that the Tenant Improvements are Substantially Complete. At such time, Landlord shall cause to be prepared a Punch List by the District, Landlord (if it elects), the Base Building Architect or the Project Architect, as applicable, and Contractor, and Landlord shall cause such Punch List to be delivered by the Project Architect to Landlord and the District. Landlord’s contract with Contractor shall: (i) provide that the Contractor shall complete all Punch List items within 30 Business Days of its receipt thereof provided that Landlord shall have up to 120 days to complete items identified on the Punch List as “long lead time” items provided that the Punch List includes an explanation as to why additional time is required for such items, and (ii) contain a warranty as to Latent Defects, which shall provide in substance that the Contractor shall promptly commence and diligently proceed to correct any Latent Defects in the Tenant Improvements or the Base Building Work Letter: "upon receipt of the District’s written notice to Landlord of a Latent Defect, provided such notice is delivered to Landlord within 12 months after the date of Substantial Completion of the Expansion Space Tenant Improvements" . As used herein, the term “Latent Defect”, shall occur upon mean a defect in the completion of construction of the Expansion Space Tenant Improvements pursuant or the Base Building Work that could not have reasonably been discovered prior to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy District taking possession of the Expansion Space for Premises by a commercially reasonable inspection of the permitted use set forth Premises performed by a reasonably prudent architect or engineer exercising a professionally reasonable level of due diligence in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “such inspection. No later than 30 calendar days following Substantial Completion of the Challenger Building” Tenant Improvements, Landlord shall occur upon completion of deliver to the District (x) any and all manuals, booklets, specification sheets, and manufacturer’s warranty information that accompanied any and all non-construction element items that are a part of the entire Challenger Tenant Improvements, and (y) as-built plans for any buildings or other structures, including for parking or vehicle maintenance, that constitute Base Building Work or Tenant Improvements in “Revit”. In the event any Punch List item remains incomplete or outstanding after 30 Business Days or 120 days, as applicable pursuant to the Challenger Approved Working Drawingsforegoing, with then for each day following such applicable period that any Punch List item remains incomplete or outstanding, the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items District shall be completed by Landlord as provided entitled to an abatement of Annual Rental in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment an amount equal to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvements$2,000 per day.

Substantial Completion. For purposes of the Third Amendment and this Tenant Work Letter: "Upon Substantial Completion of the Expansion Space Landlord Work, Landlord shall deliver the Premises and "Base Building", as that term is defined below, to Tenant, and Tenant Improvementsshall accept the Premises and Base Building from Landlord in their then existing "as-is" condition, subject to the terms and condition contained in the Lease and Landlord's Construction Warranty (defined below). The "Base Building" shall consist of those portions of the Premises which were in existence prior to the construction of the Tenant Improvements in the Premises (including the Landlord Work). Landlord's contractor shall be designated and retained by Landlord to construct the Landlord Work. For purposes of this Lease, "Substantial Completion" of the Landlord Work in the Premises shall occur upon the completion of construction of all of the Expansion Space Tenant Improvements pursuant Landlord Work in the Premises in accordance with the Base Building Specifications and all applicable Legal Requirements and Private Restrictions in effect as of the date of Substantial Completion (as the same shall be certified by Landlord's architect to Landlord and Tenant) and Landlord’s receipt of all required sign-offs directly related to the Challenger Approved Working drawings which relate specifically to Landlord Work by applicable governmental authorities with jurisdiction over the Expansion Space Tenant ImprovementsProject, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements Punch List Items that do not materially and adversely interfere with Tenant's use and occupancy impair Tenant from commencing construction of the Expansion Space for Tenant Improvements, the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); Tenant Improvements and (B) any tenant fixtures, work-stations, built-in furniture, furniture or equipment to be installed by Tenant. Notwithstanding the foregoing, in the event that a sign-off by a governmental authority cannot be obtained as a result of Tenant's particular use of the Premises or any additional work to be performed by or on behalf of Tenant outside of the scope of the Landlord Work (including, without limitation, the installation of any of the Tenant Improvements and/or Tenant's trade fixtures or under equipment), then the supervision receipt of Contractorin such sign-offs by the Expansion Space and (ii) “applicable governmental authority shall not be required for Substantial Completion of the Challenger Building” Landlord Work to occur (and only the certification by Landlord's architect shall occur upon completion be required). In the event of construction any dispute between Landlord and Tenant as to whether Substantial Completion of the entire Challenger Landlord Work has occurred, the sign-off and approval of the Landlord Work by the municipal building inspector shall be conclusive. Within ten (10) business days after Substantial Completion of the Landlord Work (as reasonably determined by Landlord), Tenant Improvements pursuant to and Landlord shall jointly conduct a walk-through of the Challenger Approved Working Drawings, with the exception of (1) any Premises and shall jointly prepare a punch list ("Punch List") of items needing additional work (i.e."Punch List Items"); provided, minor defects or conditions in however, the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items Punch List shall be completed limited to items which are required by the Base Building Specifications and any other changes mutually agreed to in writing by the parties. Landlord agrees to repair the Punch List Items promptly following the joint walk through but, in no event, later than thirty (30) days thereafter; provided, however, if any item on the Punch List cannot reasonably be corrected or remedied within such 30-day period, then Landlord shall have such additional time as provided shall be reasonably necessary to correct or remedy such item; provided, further, that the Punch List shall have no effect on Substantial Completion. If Landlord and Tenant are unable to conduct such walk-through within such ten (10) business day period due to scheduling conflicts, then the parties shall conduct the walk-through as soon as reasonably practical; provided, however, in Section 3.3 below), (2) any tenant fixtures, workno event shall the date of Substantial Completion and/or the Commencement Date be impacted to accommodate such walk-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsthrough.

Substantial Completion. For The work shall be deemed substantially completed (“Substantial Completion”) for the purposes of this Paragraph 5, notwithstanding the Third Amendment fact that minor or insubstantial details of construction, mechanical adjustment or decoration remain to be performed, when (i) the Tenant Improvements have been substantially completed in accordance with the Final Drawings and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the all mechanical systems installed by Landlord therein are in good working condition, subject only to completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any minor punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that which do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use of the Premises as contemplated and permitted under the Lease, and (ii) a Certificate of Occupancy for the Premises has, to the extent required for Tenant’s occupancy of the Challenger Building Premises, been issued by the City of Frisco, Texas, and obtained by Landlord. Tenant Delays. Tenant will be responsible for any delay in completion of Landlord’s work and construction of the permitted use set forth Tenant Improvements resulting from: any request by Tenant that Landlord delay the completion of any of such work; Tenant’s failure to supply timely any information necessary to complete the Final Drawings; any breach or default by Tenant in the Lease performance of Tenant’s obligations under this Lease; any modifications, revisions and changes to the Final Drawings requested by Tenant; Tenant’s request for any Non-Building Standard work or delays resulting from revision of the Approved Bid (which punchlist items to the extent such delays are caused by Tenant’s acts or omissions to act) after the Final Drawings are approved; and any other delay of any kind or nature caused by Tenant, its employees, agents or independent contractors. Any such delay (individually, a “Tenant Delay,” and collectively, the “Tenant Delays”) shall extend the time for performance by Landlord of Landlord’s obligations under this Exhibit “E” by an amount of time equal to the length of such Tenant Delay, and the Commencement Date shall in such event be deemed to have occurred on the date that Substantial Completion would have occurred but for such Tenant Delays (it being agreed that, in such event, the delay so caused shall be completed the “net” delay, however, determined by multiplying the number of days that Tenant Delays exceed Landlord as provided in Section 3.3 belowDelays). In addition, (2) any tenant fixturesTenant shall, work-stations, built-in furniture, or equipment to be installed by Tenant or on the Commencement Date under the supervision Lease, pay to Landlord an amount equal to one (1) day of Contractor Base Rental multiplied by the number of days of Tenant Delays in order to compensate Landlord for lost rentals resulting therefrom. If the Challenger Building and (3) the fire suppression system cost to be installed in the Challenger Building as part Landlord of the Challenger Tenant ImprovementsImprovements is increased in any way by a Tenant Delay, Tenant shall also pay to Landlord on the Commencement Date the additional cost so incurred.

Substantial Completion. For purposes At settlement, Seller shall deliver the Property and the appurtenances thereto substantially in accordance with the Condominium Plat and Plans, as may be modified and amended from time to time, with all standard fixtures, appliances, and equipment listed on the attached Schedule A, as well as all Purchaser=s Options listed on the attached Schedule B. Purchaser acknowledges that any measurements shown on the Plats and Plans or otherwise quoted by Seller or Agent are approximations and that actual dimensions may not be exactly as shown. Seller shall not be required to install or provide any fixtures or appliances not actually installed in the Property at the time of the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements Pre-Settlement Inspection pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant ImprovementsSection 9, with the exception of (A) any punch list items (i.e., minor defects or conditions unless otherwise agreed in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment writing to be installed by Tenant or under Seller. Seller shall have the supervision absolute right to make minor changes in the dimensions of Contractorin the Expansion Space and (ii) “Substantial Completion any portion of the Challenger Building” shall occur upon completion Condominium and to substitute materials, fixtures, equipment, and appliances that Seller determines to be of construction substantially equal quality or performance as those specified in the Plat and Plans, Schedule A or B hereto, any of the entire Challenger Tenant Improvements pursuant Condominium Instruments, or any sales or marketing documents. Seller further reserves the right, but shall not be obligated, to make changes in construction as may be necessitated from time to time due to the Challenger Approved Working Drawingsparticular requirements of Purchaser=s or Seller=s mortgage lenders, the Veteran=s Administration, or any other governmental authority having jurisdiction over the Property or the Condominium; or as may be otherwise required by material shortages, work stoppages, emergencies, or necessary changes to the Plat and Plans discovered in constru ction for reasons of impossibility, structural soundness, or aesthetics; or as may result from acts of God, labor disputes, fire or other casualty, Seller=s inability to obtain materials and/or labor for any options, decorator selections, or other extra work requested by Purchaser and approved by Seller, zoning requirements and laws, governmental approvals of any kind, inclement weather, or any other similar or dissimilar causes or reasons beyond the reasonable or practical control of Seller. Any dispute involving delivery of the Property in accordance with the exception of (1) any punch list items (i.e., minor defects or conditions in Plat and Plans and Schedules A and B hereto shall be submitted to the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building Architect for the permitted use set forth in the Lease (which punchlist items project, whose decision shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsbinding.

Substantial Completion. For purposes Landlord shall cause the Work to be ---------------------- "substantially completed" on or before twelve (12) months following the issuance of building permits by the appropriate governmental authorities, subject to delays caused by strikes, lockouts, boycotts or other labor problems not directly related to the project, casualties, discontinuance of any utility or other service required for performance of the Third Amendment and this Tenant Work Letter: "Substantial Completion Work, unavailability or shortages of materials, force majeure as defined in Section 2.3(b) of the Expansion Space Tenant Improvements" shall occur upon the completion of construction Lease Agreement or other problems in obtaining materials necessary for performance of the Expansion Space Work, and also subject to "Tenant Improvements pursuant Delays" (as defined and described in Paragraph 6 of this Build-to-Suit Letter). No allowance shall be made for any time lost due to fault of Landlord or Landlord's general contractor. The Work shall be deemed to be "substantially completed" for all purposes under this Build-to-Suit Letter and the Lease if and when a certificate of occupancy or temporary certificate of occupancy is issued, regardless of any "punch list" items that remain to be completed. Subject to the Challenger Approved Working drawings which relate specifically Drop Dead provisions of Section 2.3, if the Work is not deemed to be substantially completed on or before twelve (12) months following the issuance of building permits by the appropriate governmental authorities, (a) Landlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect subject to Section 2.4, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Build-to-Suit Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the event of Tenant Delays, and notwithstanding anything contained in the Lease to the Expansion Space contrary, the Commencement Date of the Term shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Term shall be extended by an equal number of days. At the request of either Landlord or Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially event of such extensions in the Commencement Date and adversely interfere with Tenant's use and occupancy Expiration Date of the Expansion Space for the permitted use set forth in Term of the Lease, (which punchlist items Tenant and Landlord shall be completed by Landlord as provided in Section 3.3 below); execute and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant deliver an amendment to the Challenger Approved Working Drawings, with the exception of (1) any punch Lease reflecting such extensions. Landlord agrees to use reasonable diligence to complete all punch-list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementspromptly after substantial completion.

Substantial Completion. For purposes Landlord’s N2 Work, Tenant’s N2 Work, Landlord’s N3 Work and Tenant’s N3 Work, as applicable, shall be deemed to be substantially complete if such work is completed in compliance with the Building N2 Plans or Building N3 Plans, as applicable, and all applicable laws and regulations, subject only, following Tenant’s inspection thereof, to adjustments, cosmetic finishing work or “punch list” items for such work remaining incomplete. By no later than ten (10) days after Landlord notifies Tenant of the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the its completion of construction of Landlord’s N2 Work, Tenant’s N2 Work, Landlord’s N3 Work or Tenant’s N3 Work, as applicable, the Expansion Space Tenant Improvements pursuant shall inspect such work and furnish to the Challenger Approved Working drawings Landlord a punch list of such items of construction which relate specifically are then incomplete or defective and which require correction by the General Contractor. The Landlord agrees to the Expansion Space Tenant Improvements, with the exception of (A) any use its commercially reasonable efforts to cause such punch list items to be corrected within thirty (i.e.30) days of receipt of the punch list, minor defects or conditions such longer period as is reasonably required if the nature of the corrective work cannot be performed within thirty (30) days. If the Building N2 Work or the Building N3 Work, as applicable, is delayed for any of the reasons set forth in parts (i) through (v) below (each, a “Tenant Delay”), the Building N2 Work or the Building N3 Work, as applicable, shall be deemed to have been substantially completed at the time it would have been completed if not for such delay: (i) a material default or delay in meeting a deadline by Tenant under the terms of this Lease; (ii) changes to any of Building N2 Plans or the Building N3 Plans requested by Tenant after approval of same by Landlord (which delay shall be identified by Landlord at the time of Landlord’s approval); (iii) a request by Tenant for materials, fixtures or installations other than those in Landlord’s building standard or those contained in the Expansion Space Building N2 Plans or Building N3 Plans, as applicable, or as set forth in Exhibit G-1 or Exhibit G-2 (which request shall be identified by Landlord at the time of Landlord’s approval); (iv) the performance of any work or installations by Tenant Improvements that do not materially and adversely interfere with or by contractors hired by Tenant's use and occupancy ; or (v) any other act or omission caused by or on behalf of Tenant, its contractors, agents, servants or employees which delay the Expansion Space for construction, including the permitted use failure of Tenant to have used commercially reasonable efforts to cooperate in reaching the specified benchmarks by the applicable deadlines set forth in the LeaseMaster Timeline or the Building N3 Master Timeline as applicable, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) but excluding any tenant fixtures, work-stations, built-in furniture, or equipment to be installed bona fide action by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements exercising its expressly granted rights pursuant to the Challenger Approved Working Drawingsterms of this Lease which has the effect of causing such a delay. If the Building N2 Work or the Building N3 Work, with the exception of (1) as applicable, is delayed for any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building reasons set forth in parts (i) through (v) below (each, a “Landlord Delay”) such that the said Work is not complete by forty-five (45) days after the completion date for the permitted use such work as set forth in the Lease (which punchlist items Building N2 Master Timeline with respect to the Building N2 Work and with respect to the Building N3 Work, the completion date for such work as set forth in the Building N3 Master Timeline, Tenant shall be completed granted a one (1) day credit of Annual Fixed Rent (calculated based on 61,895 rental rentable square feet) for each one (1) day of Landlord Delay beyond such forty-fifth (45th) day, such credit to be immediately applicable to any Annual Fixed Rent due Landlord from Tenant (i) a material default or delay in meeting a deadline by Landlord under the terms of this Lease; (ii) changes to any of Building N2 Plans or the Building N3 Plans requested by Landlord after approval of same by Landlord; (iii) a request by Landlord for materials, fixtures or installations other than those contained in the Building N2 Plans or Building N3 Plans, as provided applicable, or as set forth in Section 3.3 below), Exhibit G-1 or Exhibit G-2 or (2iv) any tenant fixturesother act or omission caused by or on behalf of Landlord, work-stationsits contractors, built-agents, servants or employees which delay the construction, including the failure of Landlord to have used commercially reasonable efforts to cooperate in furniture, or equipment to be installed reaching the specified benchmarks by Tenant or under the supervision of Contractor applicable deadlines set forth in the Challenger Building and (3) Master Timeline, but excluding any action by Landlord exercising its rights pursuant to the fire suppression system to be installed in the Challenger Building as part terms of the Challenger Tenant Improvementsthis Lease.

Substantial Completion. For purposes The Premises shall be Substantially Completed on or before February 15, 2001, subject to the provisions of paragraph (d) of this Section. All construction shall be done in a good and workmanlike manner, materially in accordance with the Approved Construction Documents and shall comply at the time of completion with all applicable laws and requirements of the Third Amendment and this Tenant Work Letter: governmental authorities having jurisdiction. "Substantial Completion Completion" of the Expansion Space Premises shall mean, with regard to the Premises and the Tenant Improvements" shall occur upon : (i) Landlord's architect (the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, "Architect") has issued a certificate stating that all work except punchlist items have been completed materially in accordance with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space Approved Construction Documents and (ii) “Substantial Completion a temporary certificate of occupancy has been issued by the City of Chesapeake, Virginia for the subject Building, other than with respect to the installation of the Challenger Building” Tenant's Work and subject to punch list items. Landlord, Tenant and the General Contractor shall occur upon in conjunction with the Commencement Date do a "walk thru" inspection of the Premises to determine a punch list and a reasonable date for the completion of construction such items, not to exceed sixty (60) days. Landlord will diligently pursue the open items in the temporary certificate of occupancy in order to obtain a final certificate of occupancy at the earliest practicable date after completion of the entire Challenger Tenant Improvements pursuant Improvements. Tenant's occupancy of the Building shall constitute acceptance thereof for purposes of the commencement of the Payment of Rent and other than as to open items determined by the Challenger Approved Working Drawings, with parties upon such occupancy. Tenant shall have thirty (30) days after its occupancy of the exception of (1) any Premises to notify and discuss supplementary punch list items (i.e., minor defects it believes require correction or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere repair with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant ImprovementsLandlord.

Substantial Completion. For purposes of the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger BuildingShell Improvements” as used in this Tenant Work Letter shall occur mean: (1) the Shell Improvements and the Parking Facilities are substantially complete in substantial accordance with Exhibit B-1 (except for Surface Lot A, which Landlord shall complete in accordance with Section 6.1.1 below and the “Punch List Items,” as hereinafter defined, which Landlord shall complete in accordance with Section 6.3 below) to the extent necessary to allow Tenant to obtain a certificate of occupancy or temporary certificate of occupancy upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below)Improvements, (2) any tenant fixturesthe Shell Improvements and the Parking Facilities are substantially in compliance with all applicable laws as evidenced by an architect’s certificate of substantial completion and a civil engineer’s letter of concurrence, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) all of the fire suppression system Building Systems to be installed constructed by Landlord in accordance with Exhibit B-1 are in good working order, (4) Tenant has been delivered uninterrupted access to the Challenger Building as part Premises, and access to the other required portions of the Challenger Building and the common areas, in all events sufficient to allow Tenant to conduct its business operations from the Premises (after Tenant’s completion of the Tenant Improvements); (5) the delivery by Landlord of a final inspection sign-off for the Shell Improvements and the Parking Facilities (or other similar governmental sign-off adequate to allow Tenant to commence construction of the Tenant Improvements after Tenant has received its building permit for the Tenant Improvements), and (6) the completion of the paving, sidewalks, lighting, curbs, gutters, storm drains, sewers, landscaping, lighting and irrigation within such portion of the common areas as is reasonably necessary to allow access to the Building and to allow tenants of the Building to be open to the public, all in accordance with applicable laws.

Substantial Completion. For purposes Landlord and Tenant shall cause the General Contractor to Substantially Complete (defined below) the Tenant Improvements in accordance with the Approved Working Drawings within a commercially reasonable time with the intention to attempt to complete such improvements by the anticipated Commencement Date of the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord Lease as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (the “Completion Date”), subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Tenant Improvements, moratoriums, governmental agencies, delays on the part of governmental agencies and weather, (b) the lack of availability or shortage of specialized materials used in the construction of the Tenant Improvements, (c) any matters beyond the control of Landlord, the General Contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant’s use or Tenant’s specialized tenant improvements, in which punchlist items shall be completed by Landlord as provided event such delays are considered Tenant Delays) (the events and matters set forth in Section 3.3 belowSubsections (a), (2b), (c) and (d) are collectively referred to as “Force Majeure Delays”), or (e) any tenant fixturesTenant Delays (defined in Section 6 below). The Tenant Improvements shall be deemed substantially complete on the date that the building officials of the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements whether in the form of the issuance of a final permit, work-stations, built-in furniturecertificate of occupancy or the written approval evidencing its final inspection on the building permit(s) (“Substantial Completion”, or equipment “Substantially Completed”, or “Substantially Complete”). Tenant hereby acknowledges and agrees that the term “Substantial Completion” of the Tenant Improvements as used herein will not include the completion of any work associated with Tenant’s Installations, including without limitation, Tenant’s high-pile storage requirements, Tenant’s racking systems, and work related to any requirements of governmental and regulatory agencies with respect to any of Tenant’s Installations. Except as expressly provided to the contrary in the Lease, if the Tenant Improvements are not deemed to be installed Substantially Completed on or before the scheduled Completion Date, (i) Landlord agrees to use reasonable efforts to Substantially Complete the Tenant Improvements as soon as practicable thereafter, (ii) the Lease shall remain in full force and effect, (iii) Landlord shall not be deemed to be in breach or default of the Lease or this document as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of all or any portion of the Rent, or otherwise), and (iv) except in the event of any Tenant Delays, which will not affect the Commencement Date but will extend the Completion Date without any penalty or liability to Landlord. Notwithstanding anything to the contrary contained in the Lease, the Commencement Date and the Expiration Date of the Term of the Lease (as defined in the Lease) shall be extended commensurately by the amount of time attributable to Force Majeure Delays (but the Commencement Date and Expiration Date shall not be extended due to any Tenant Delays), and Landlord and Tenant shall execute a written amendment to the Lease evidencing such extensions of time. In the event that any punch list items remain after Substantial Completion has been achieved, Landlord, at Landlord’s sole cost and expense, shall use reasonable commercial efforts to complete, or cause to be completed, all such punch list items after they are identified to Landlord by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsreasonable detail.

Substantial Completion. For purposes “Substantial Completion” of the Third Amendment Landlord Work shall be deemed to have occurred (and the Landlord Work shall be deemed to be “Substantially Complete”), on the date that (i) all Landlord Work has been performed in accordance with the terms of this Exhibit C, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s lawful use of, or access to, the Premises for first-class business office use; (ii) Landlord has obtained and delivered to Tenant a permanent or temporary certificate of occupancy with respect to the Premises, except to the extent the same cannot be obtained by reason of the incompletion of installations or other work that is the responsibility of Tenant, such as, but not limited to, the installation and making operational of Tenant’s furniture systems and telecommunications equipment, in which case Landlord shall obtain the same within a reasonable time after the same can be obtained; and (iii) Landlord satisfies the Delivery Conditions, as defined in Section 11 below. When Landlord believes the Landlord Work Letter: "is Substantially Complete, Landlord shall notify Tenant thereof in writing and Tenant’s and Landlord’s construction representatives shall at a mutually convenient date and time conduct a joint walk-through of the Premises in order to review the Landlord Work. Notwithstanding anything to the contrary herein contained, if the Landlord Work is delayed by reason of any Tenant Delay, then the Landlord Work shall be deemed to be Substantially Complete on the day that Landlord would have achieved Substantial Completion of the Expansion Space Landlord Work but for such Tenant Improvements" Delay. Based upon said walk-through, Landlord’s and Tenant’s construction representative shall occur upon the completion of construction prepare a “punch-list.” setting forth any items of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings Landlord Work which relate specifically to the Expansion Space Tenant Improvements, are incomplete or not in accordance with the exception of Plans or the requirements hereof, and, subject to Tenant Delays, causes beyond Landlord’s reasonable control and long-lead time items, Landlord shall complete such “punch-list” items within forty-five (A45) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, workdays after such joint walk-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsthrough.

Substantial Completion. Tenant shall substantially complete or cause to be substantially completed Tenant’s Work in a good and workmanlike manner, in accordance with the TI Permit subject, in each case, to Minor Variations and normal “punch list” items of a non-material nature which do not interfere with the use or access of the Expansion Premises (“Substantial Completion” or “Substantially Complete”). Upon Substantial Completion of Tenant’s Work, Tenant shall require the TI Architect and the general contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion in the form of the American Institute of Architects (“AIA”) document G704. For purposes of the Third Amendment and this Tenant Expansion Premises Work Letter, “Minor Variations” shall mean any modifications reasonably required: "(i) to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the TI Permit); (ii) to comport with good design, engineering, and construction practices which are not material; or (iii) to make reasonable adjustments for field deviations or conditions encountered during the construction of Tenant’s Work. Substantial Completion of Expansion Premises Tenant Improvements shall have occurred when (i) a certificate or temporary certificate of occupancy (or the equivalent permitting legal occupancy) has been issued for the Expansion Space Tenant Improvements" shall occur upon Premises; (ii) the completion of construction of HVAC and MEP systems serving the Expansion Space Tenant Improvements pursuant to Premises (the Challenger Approved Working drawings “Required Systems”) which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions Landlord is responsible for providing are in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below)good working order; and (Biii) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and Premises Tenant Improvements are substantially complete excepting industry standard punch-list items; provided, however, to the extent the Required Systems are not in good working order pursuant to clause (ii) “Substantial Completion of ), such failure shall constitute a Landlord Delay until the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions Required Systems are delivered in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenantrequired condition at Landlord’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementssole cost.

Substantial Completion. For purposes of the Third Amendment and this Tenant Work Letter: "Lease, “Substantial Completion Completion" of the Expansion Space Lease Improvements and Tenant Improvements" Improvements shall occur upon the upon: (a) completion of construction of the Expansion Space Lease Improvements and Tenant Improvements pursuant in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant ImprovementsLandlord and Tenant), with the exception of (A) any punch punch-list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere together with Tenant's use and occupancy of the Expansion Space agreement for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); timing of completion of such punch-list items) and (B) any tenant Tenant fixtures, work-stationsworkstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following Txxxxx’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and (ii) “Substantial Completion the content of the Challenger Building” shall occur upon punch-list and completion of construction Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the entire Challenger Lease Improvements and Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially extent such permits and adversely interfere with approvals are required for Tenant’s use and occupancy of the Challenger Building as evidenced by a final certificate for the permitted use permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the Lease punch list); (which punchlist items shall d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that Lxxxxxxx agrees to furnish a final lien waiver from such contractor not later than 10 days after Lxxxxxxx receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be completed by Landlord as provided in Section 3.3 below)unreasonably withheld, (2) any tenant fixturesdelayed, work-stations, built-in furnituredenied, or equipment conditioned); provided, however, that Landlord is not required to be installed by Tenant or under breach the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part terms of the Challenger corresponding construction contract. Landlord and Tenant Improvementsshall cooperate reasonably in connection with the completion of such punch-list work.

Substantial Completion. For purposes of Delays in the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Work which occur (a) because of any delay in Tenant's delivery of the final working drawings to Landlord for Landlord's approval, (b) because of any delay by Xxxxxx in designating its architect, engineer, contractors and/or subcontractors for Landlord's approval, (c) because of any change by Tenant Improvements" shall occur upon to the Working Drawings, (d) because of any specification by Tenant of materials or installations in addition to or other than Landlord's standard finish-out materials, (e) because Tenant, any contractor or subcontractor of Tenant, or Tenant's agents otherwise delays completion of construction the Work, (f) because of any delay resulting from Xxxxxx's exercise of the Expansion Space Tenant Improvements pursuant early occupancy option with respect to the Challenger Approved Working drawings which relate specifically 2nd Floor Space, or (g) because of any other reason within Tenant's control are herein called "TENANT'S DELAYS", provided that the foregoing shall not constitute Tenant Delays unless and until Xxxxxxxx gives notice thereof to Tenant and Tenant fails to correct the Expansion Space action, inaction or condition giving rise to such Tenant Improvements, with the exception Delay within one (1) day of (A) any punch list items (i.e., minor defects or conditions such notice. Delays in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall Work which occur upon completion because of construction (i) any delay by Landlord in approving final working drawings or changes in the Work submitted to Landlord for approval, (ii) any delay by Landlord in approving architects, engineers, contractors and/or subcontractors designated by Tenant, (iii) any other reason within Landlord's control, or (iv) Force Majeure are herein called "LANDLORD'S DELAYS". "SUBSTANTIAL COMPLETION" of the entire Challenger Work shall be deemed to have occurred, and the Work shall be deemed to be "SUBSTANTIALLY COMPLETED", when Landlord delivers the Premises to Tenant Improvements with the Work completed to a stage sufficient to permit the conduct by Tenant of its business in the ordinary course, in substantial compliance with all applicable governmental codes and requirements (including the Disabilities Acts to the extent Landlord is responsible therefor pursuant to the Challenger Approved Working Drawingsterms of this Lease), with all applicable Building systems and equipment in first class order and operating condition, and with all legal requirements prerequisite to Tenant's use of the exception Premises for the Permitted Use having been met, other than any required zoning changes for the Permitted Use which shall be governed by Section 26(f). The "COMPLETION DATE" of the Premises shall occur on the earlier of (1) any punch list items fourteen (i.e.14) days after the date on which the Premises are delivered to Tenant in a Substantially Complete condition, minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixturesfourteen (14) days following the date the Premises would have been Substantially Complete but for Tenant Delays (the 14-day period described in clause (1) or (2), workas applicable, being herein called the "MOVE-stationsIN PERIOD"); provided that the Move-In Period shall be extended for one (1) day, builtand the Completion Date shall be delayed by one (1) day, for each day of Landlord's Delays during the Move-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant ImprovementsIn Period.

Substantial Completion. For purposes Within three (3) business days after Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection of the Third Amendment Premises and this Tenant Work Letter: "Substantial Completion agree on those items, if any, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the Expansion Space Tenant Improvements" shall occur upon the correction and completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do will not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building Premises. The Tenant Improvements shall be deemed to be “substantially completed” for the permitted use set forth in purposes of this First Amendment to Lease at such time as the Lease Tenant Improvements have been completed, except for (which punchlist a) mechanical adjustments and items shall be completed by Landlord as provided in Section 3.3 below)on the Punchlist, and (2b) any tenant fixtures, worklong-stations, built-in furniture, or equipment to be installed lead time items requested by Tenant or under Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the supervision date of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part substantial completion of the Challenger Tenant Improvements.. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USE

Substantial Completion. For purposes of The Landlord Work shall be deemed to be “Substantially Complete” with respect to the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Seventh Expansion Space Tenant Improvements" shall occur upon on the completion of construction of date that (i) all Landlord Work with respect to the Seventh Expansion Space Tenant Improvements pursuant to (other than any details of construction, mechanical adjustment or any other similar matter, the Challenger Approved Working drawings noncompletion of which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do does not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and or occupancy of the Challenger Building for Seventh Expansion Space) has been performed in accordance with the permitted use set forth Approved Construction Documents (as modified by any Change Order approved in the Lease (which punchlist items shall be completed writing by Landlord as provided in Section 3.3 belowand Tenant), (2ii) CPS has obtained all required final inspection approvals and/or necessary certificates allowing occupancy from all applicable authorities, (iii) all Building systems and equipment and that of the Landlord Work are fully tested and operational, and (v) at least thirty (30) days have elapsed after Tenant has been afforded access to all parts of the Seventh Expansion Space for installation of communications cabling, and server and IDF equipment installations (which will be performed concurrently with the Landlord Work). Prior to the Premises (or any tenant fixturesportion thereof) being delivered to Tenant, worka representative of Landlord and a representative of Tenant shall walk through the Premises (or such portion thereof) and jointly prepare a list of minor items which, in the mutual opinion of Landlord and Tenant, have not been fully completed or which require repair (the “Punch List Items”). Landlord shall cause its contractor to complete or repair the Punch List Items within 30 days after the date of the “walk-stationsthrough”. Tenant shall not be entitled to any abatement of any rental obligations as pertains to the Premises pending completion of the Punch List Items. In the event that Tenant takes possession of any portion of the Premises following the construction of Landlord Work in such portion of the Premises in the absence of having created a punch list, builtTenant will be deemed to have waived its right to create a punch list with respect to such portion of the Premises and shall be deemed to have accepted such portion of the Premises in its “as is” condition. Time is of the essence in connection with the obligations of CPS and Tenant under this Work Letter. Neither Landlord nor CPS shall be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be the resulting postponement (if any) of the Seventh Expansion Space Commencement Date and the commencement of rental payments for the Seventh Expansion Space under the Eleventh Modification. “Tenant Delay” means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including: (i) Tenant’s failure to furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (ii) Tenant’s selection of long-lead equipment or materials; (iii) changes requested or made by Tenant to previously approved plans and specifications; or (iv) performance of work in furniture, or equipment to be installed the Premises by Tenant or under Tenant’s contractor(s) during the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part performance of the Challenger Tenant Improvements.Landlord Work. The Crescent®/Westwood Management Corp.

Substantial Completion. For purposes of The Landlord Work shall be deemed to be “Substantially Complete” on the Third Amendment date that (i) all Landlord Work substantially and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, materially conforms with the exception Approved Construction Documents (other than any details of (A) construction, mechanical adjustment or any punch list items (i.e.other similar matter, minor defects or conditions in the Expansion Space Tenant Improvements that do noncompletion of which does not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and or occupancy of the Challenger Building Substitution Space (“Punch List Items”)) and (ii) all governmental entities having jurisdiction over the Substitution Space have provided written validations and approvals allowing occupancy by Tenant. Time is of the essence in connection with the obligations of Landlord and Tenant under this Work Letter. Except as otherwise provided herein, Landlord shall not be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be the permitted use set forth resulting postponement (if any) of the commencement of rental payments under the Lease and such other rights as are expressly provided in this Ninth Modification. “Tenant Delay” means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including: (i) Tenant’s failure to furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (ii) Tenant’s selection of non-building standard equipment or materials; (iii) changes requested or made by Tenant to previously approved plans and specifications; or (iv) activities or performance of work in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed Substitution Space by Tenant or under Tenant’s contractor(s) during the supervision performance of Contractor in the Challenger Building Landlord Work, including without limitation, installation of items removed from the Expanded Premises. Landlord hereby agrees to notify Tenant of any anticipated Tenant Delay due to items (i) and (3ii) above so that Tenant may decide whether to proceed with such selection or change. To the fire suppression system to be installed extent Landlord is delayed in the Challenger Building as part achieving Substantial Completion of the Challenger Landlord Work due to the immediately preceding sentence, such delays shall also constitute Tenant ImprovementsDelay.

Substantial Completion. Landlord shall obtain all permits and approvals for the construction of the Improvements, and shall diligently proceed with the construction of the Improvements. “Substantial Completion” of the Improvements shall be deemed to have occurred as of the date on which the Improvements have been completed with the exception of minor punchlist items which can be fully completed without unreasonable interference with the use of the Premises for the Permitted Uses by Tenant (“punchlist items”). For purposes of determining the Third Amendment and this Tenant Work Letter: "applicable Commencement Date, such Substantial Completion of the Expansion Space Improvements shall be evidenced by either (i) a certificate of occupancy for the Premises, (ii) a temporary certificate of occupancy allowing Tenant Improvements" to use the Premises for the Permitted Uses, and subject only to punchlist items or (iii) the issuance of a Certificate of Substantial Completion by Landlord’s architect, together with the issuance by the Town of Nxxxxxx Building Inspector of written permission to occupy the applicable Premises. Landlord shall occur notify Tenant of the expected date for Substantial Completion of Landlord’s construction obligations at least fifteen (15) days before such date. Following such notice, Tenant shall have the right to inspect the Premises, together with Landlord’s Representative or other representative of Landlord, for purposes of agreeing upon a “punchlist” of items remaining to be completed. With the exception of items referenced on said punchlist, Tenant shall be deemed to have accepted the condition of the Premises as of the applicable Commencement Date. Landlord shall thereafter promptly commence and diligently pursue to completion the work set forth on the punchlist, to the extent and only to the extent that such work is consistent with the Final Plans and Specifications. Landlord shall provide access the Premises on the date indicated on Exhibit D for the purpose of installing Tenant’s furniture, fixtures and equipment, including without limitation, the installation of telephone and date wiring and equipment, such access to subject to all of the terms, provisions and conditions of this Lease other than the obligation to pay Annual Fixed Rent, Additional Rent or any other charges, provided that any such work to be performed by Tenant or its contractors during such period shall (i) not materially interfere with Landlord’s construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant remaining Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) be coordinated with the remaining Landlord Work in such a manner as to maintain harmonious labor relations and not cause any work stoppage or damage to the Premises or the Building. Notwithstanding the foregoing, in the event that Landlord is prevented from substantially completing the Improvements due to a “Tenant Delay”, as defined in Section 3.5 below, the Improvements shall be deemed to be substantially completed for purposes of this Lease on that date on which said Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building would have occurred but for the permitted use set forth in the Lease (which punchlist items shall be completed applicable Tenant Delay, as reasonably determined by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant ImprovementsLandlord’s architect.

Substantial Completion. For purposes The Premises shall be Substantially Completed on or before January 1, 2002, subject to the provisions of paragraph (d) of this Section. All construction shall be done in a good and workmanlike manner, materially in accordance with the Approved Construction Documents and shall comply at the time of completion with all applicable laws and requirements of the Third Amendment and this Tenant Work Letter: governmental authorities having jurisdiction. "Substantial Completion Completion" of the Expansion Space Premises shall mean, with regard to the Premises and the Tenant Improvements" shall occur upon : (i) Landlord's architect (the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, "Architect") has issued a certificate stating that all work except punchlist items have been completed materially in accordance with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space Approved Construction Documents and (ii) “Substantial Completion a temporary certificate of occupancy has been issued by the City of Chesapeake, Virginia for the subject Building, other than with respect to the installation of the Challenger Building” Tenant's Work and subject to punch list items. Landlord, Tenant and the General Contractor shall occur upon in conjunction with the Commencement Date do a "walk thru" inspection of the Premises to determine a punch list and a reasonable date for the completion of construction such items, not to exceed sixty (60) days. Landlord will diligently pursue the open items in the temporary certificate of occupancy in order to obtain a final certificate of occupancy at the earliest practicable date after completion of the entire Challenger Tenant Improvements pursuant Improvements. Tenant's occupancy of the Building shall constitute acceptance thereof for purposes of the commencement of the Payment of Rent, and other than as to open items determined by the Challenger Approved Working Drawings, with parties upon such occupancy. Tenant shall have thirty (30) days after its occupancy of the exception of (1) any Premises to notify and discuss supplementary punch list items (i.e., minor defects it believes require correction or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere repair with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant ImprovementsLandlord.

Substantial Completion. For purposes Substantial Completion" or "Substantially Completed" as used herein shall mean both (a) delivery of the Third Amendment and this written a certificate of Landlord to Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon certifying the completion of construction of the Expansion Space Tenant Improvements in the Premises pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, approved Construction Documents with the exception of minor details of construction installation, decoration, or mechanical adjustments and punchlist items as certified to by Landlord and (Ab) the issuance by the City of Carlsbad of a certificate of occupancy, a temporary certificate of occupancy or some other authorization necessary to permit Tenant to occupy and receive the beneficial use of the Premises. Substantial Completion shall be deemed to have occurred, and completion of the Tenant Improvements shall be deemed to have occurred, notwithstanding the requirement to complete "punchlist" items or similar corrective work. Tenant agrees that if Landlord shall be delayed in causing such work to be Substantially Completed as a result of any punch list items of the events as defined below (i.e.referred to herein as a "Tenant Delay"), minor defects or conditions then such delay shall be the responsibility of Tenant, and will result in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Commencement Date of the Term or, as applicable, the commencement of any portion of Tenant's use and occupancy Base Monthly Rent obligations hereunder being the earlier of: (i) Tenant's opening of the Expansion Space Premises for business; (ii) the permitted use date of Substantial Completion or (iii) the date when Substantial Completion would have occurred if there had been no Tenant Delay, providing that Landlord shall not be required to work on an overtime basis in order to bring the Premises to Substantial Completion. For the purposes of this Work Letter, a Tenant Delay is defined as follows: (a) Tenant's failure to comply with any time frames set forth herein or in the Lease, (which punchlist items shall be completed by Landlord as provided b) any changes in the Construction Documents after the dates set forth in Section 3.3 below); 1.2 of Exhibit C requested by Tenant after Landlord's and Tenant's approval of the Construction Documents, including, without limitation, any changes made to reduce the Cost Quotation pursuant to Section 3.2.2 of this Work Letter, (Bc) Tenant's failure to furnish any documents required herein or approve any item or any cost estimates as required herein, (d) Tenant's request for materials, finishes, or installations other than Landlord's Building Standard items, (e) Tenant's failure to perform any act or obligation imposed on Tenant by the Lease or this Work Letter as and when requested thereunder or hereunder, or (f) any tenant fixturesother delay otherwise caused by Tenant, work-stationsits agents, built-in furniture, employees or equipment contractors which operates to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “delay Landlord's Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvements, as reasonably determined by Landlord.

Substantial Completion. For purposes The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work (other than any details of construction, mechanical adjustment or any other similar matter, the Third Amendment and this Tenant Work Letter: "Substantial Completion noncompletion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do does not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and or occupancy of the Challenger Building Premises) has been performed and Landlord has obtained a temporary or final Certificate of Occupancy for the permitted use set forth Premises from the City of Austin (or Landlord would otherwise be able to obtain such a certificate but for work not then completed by Tenant’s contractors, vendors, employees or agents). Time is of the essence in connection with the obligations of Landlord and Tenant under this Work Letter. Landlord shall not be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedies for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be (i) the resulting postponement (if any) of the commencement of rental payments under the Lease and (ii) the rights expressly provided Tenant in Section 3.A of the Lease. “Tenant Delay” means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including: (a) Tenant’s failure to furnish information or approvals within any time period specified in the Lease Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (which punchlist items shall be completed b) Tenant’s selection of non-building standard equipment or materials, but only to the extent the availability of such materials differs from the availability of building standard equipment or materials; (c) changes requested or made by Landlord as provided Tenant to previously approved plans and specifications; (d) activities or performance of work in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed the Premises by Tenant or under Tenant’s contractor(s) during the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part performance of the Challenger Landlord Work, or (e) any acts or omissions of Tenant Improvementsthat delay or prohibit Landlord from obtaining a Certificate of Occupancy for the Premises.

Substantial Completion. For purposes Landlord shall use its reasonable efforts to “substantially complete” the Premises by the Phase I Target Date and the Phase II Target Date, respectively, provided that such dates shall be extended for the number of days that Tenant fails to satisfy its obligations under Section 35. “Substantially complete” means that: (i) the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided improvements described in Section 3.3 below); and (B) any tenant fixtures35 has been completed so that Tenant can use the Phase I Premises or Phase II Premises, work-stationsas applicable, built-in furniturefor its intended purposes without material interference to Tenant conducting its ordinary business activities, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) the Phase I Premises or the Phase II Premises, as applicable, have been approved for occupancy by governmental authorities having jurisdiction and a certificate of occupancy or temporary certificate of occupancy has been issued for the Phase I Premises or the Phase II Premises, as applicable, (iii) Tenant has ready access to the Building and the Phase I Premises or the Phase II Premises, as applicable, through the lobby, hallways and elevators, (iv) the Phase I Premises or the Phase II Premises, as applicable, are ready for installation of any equipment, furniture, fixtures or decoration that Tenant will install, and (v) the Phase I Premises tenant finish work or the Phase II Premises tenant finish work, as applicable, has been installed and completed in a good and workmanlike manner and in compliance with all laws, rules, regulations and ordinances. Landlord shall keep Tenant advised as to its progress with regard to “Substantial Completion substantially completing” the Phase I Premises by the Phase I Target Date and with regard to “substantially completing” the Phase II Premises by the Phase II Target Date. Notwithstanding the foregoing, the requirements of subsection (ii) shall be deemed satisfied if all of the Challenger Building” shall occur upon completion of construction other subsections have been satisfied and the government approval is delayed as a result of the entire Challenger Tenant Improvements pursuant installation of furniture, fixtures or equipment which is not included and is a part of Tenant’s responsibilities under Section 35 below. Notwithstanding anything in this Lease to the Challenger Approved Working Drawingscontrary, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do if substantial completion has not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building occurred for the permitted use set forth in Phase I Premises on or before the Lease date that is 165 days following the Effective Date (which punchlist items shall be completed by Landlord the “Required Phase I Delivery Date”), and such delay is not a result of a Tenant Caused Delay (as provided defined herein) or for any reason listed in Section 3.3 below)27 of this Lease, (2) any tenant fixturesthen Tenant will receive a day for day rent credit following the Phase I Commencement Date for each day that the Phase I Commencement Date is delayed beyond the Required Phase I Delivery Date. For example, work-stationsif the Required Phase I Delivery Date is June 15, built-in furniture2007, or equipment to be installed by and the Phase I Commencement Date occurs on July 20, 2007, then Tenant or under will receive a 35 day rent credit following the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant ImprovementsPhase I Rent Commencement Date.

Substantial Completion. For purposes SUBSTANTIAL COMPLETION" occurs when all of the Third Amendment and this Tenant Work Letterfollowing conditions have been satisfied: "(a) receipt of a Certificate of Substantial Completion of by Architect on AIA Form G704 (or a substantially similar form) relating to the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Improve ments; (b) Tenant Improvements pursuant can use the Premises for its intended purposes without material interference to Tenant conducting its business activities; (c) Final Inspection has occurred; (d) Tenant, its employees, agents and invitees have ready access to, and parking adjacent to, the Challenger Approved Working drawings which relate specifically Initial Building and the Premises (but not necessarily on paved surfaces); (e) necessary utilities (not including natural gas) and plumbing are available (availability through temporary facilities will be acceptable for this purpose; provided, however, that connection to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions permanent facilities will not result in the Expansion Space Tenant Improvements that do not materially and adversely interfere unavailability or discontinuance of such utilities with respect to Tenant's use of the Premises thereafter) in capacities not less than as set forth in the Plans, are connected to mains or other appropriate sources, and all utility meters have been set and activated; (f) receipt of a certificate from an engineer stating that no additional easements are required to be granted for the benefit of Parcel B in order for Parcel B and the Improvements located thereon to be provided with access, utility services and drainage, as required by the Lease and this Leasehold Improvement Agreement; and (g) receipt (at Tenant's sole cost and expense) of an update to the existing commitment for title insurance dated prior to (and as close as is reasonably practical to) the date of Substantial Completion, showing no exceptions to title affecting the Premises (or interfering with or limiting Tenant's rights to Parcels A or D) other than those shown on Exhibit B or those approved or consented to by Tenant. At Landlord's request, Tenant will execute and deliver to Landlord a written acknowledgment that Substantial Completion has occurred. Acceptance of possession, use or occupancy of the Expansion Space for the permitted use Premises by Tenant shall not be deemed to constitute a waiver of Landlord's duties, obligations or warranties expressly set forth in the Lease, (. Landlord shall use reasonable efforts to give Tenant at least fifteen days' advance notice of the estimated date on which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion is expected to occur and five days' advance notice of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant any changes to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsestimated Substantial Completion date.

Substantial Completion. For purposes (a) Landlord shall cause the General Contractor to construct the Tenant Improvements in the Fifth Floor Premises and Fourth Floor Premises in accordance with the applicable Approved Final Drawings and in a good and workmanlike manner. The Tenant Improvements for the Fourth Floor Premises shall be deemed substantially complete on the date that (i) the building officials of the Third Amendment and this Tenant Work Letter: "Substantial Completion applicable governmental agency(s) issues its final approval of the Expansion Space construction of the Tenant Improvements" shall occur upon Improvements relating to the Fourth Floor Premises as evidenced by a certificate of occupancy or equivalent document permitting Tenant to occupy the Fourth Floor Premises (or such date that such agency(s) would have issued such certificate of occupancy or equivalent document permitting Tenant to occupy the Fourth Floor Premises, but for any Tenant Delays), or (ii) the date on which Tenant first takes occupancy of the Fourth Floor Premises for purposes other than to perform the Tenant’s Pre-Occupancy Work, whichever first occurs (“Substantial Completion”, or “Substantially Completed”, or “Substantially Complete”). Tenant hereby acknowledges and agrees that the term “Substantial Completion” of the Tenant Improvements as used herein will not include the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere work associated with Tenant’s use Installations, including without limitation, work related to any requirements of governmental and occupancy regulatory agencies with respect to any of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant ImprovementsTenant’s Installations.

Substantial Completion. For purposes of Landlord shall construct the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to and the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use deliver the Premises "ready for occupancy" (as defined below) to Tenant on or about November I, 2019. The Premises will be conclusively deemed "ready for occupancy" on the earlier to occur of when: (i) the work to be done under this Work Letter has been substantially completed and after the issuance of a conditional or temporary certificate of occupancy of the Expansion Space for the permitted use set forth in Premises by the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furnitureappropriate government agency within whose jurisdiction the Building is located, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion when Tenant takes possession of the Challenger Building” shall occur upon completion Premises for the operation of construction its business. The Premises will not be considered unready or incomplete if (i) only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done within the Premises or Common Areas of the entire Challenger Building, (ii) only landscaping or exterior trim remains to be done outside the Premises, (iii) Tenant’s work is incomplete; (iv) if the delay in the availability of the Premises for Tenant's occupancy is caused in whole or in material part by Tenant. By occupying the Premises for the operation of its business, Tenant Improvements pursuant will be deemed to have accepted the Challenger Approved Working DrawingsPremises and to have acknowledged that they are in the condition called for in this Lease, with the exception of (1) any subject only to "punch list list" items (i.e., minor defects or conditions as the term "punch list" is customarily used in the Challenger construction industry in the area where the Project is located) identified by Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy by written notice delivered to Landlord within ten (10) days after the date Landlord tenders possession of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment Premises to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvements.Tenant

Substantial Completion. For purposes of the Third Amendment this Work Letter and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items i) the Base Building Improvements shall be deemed "substantially complete" at such time as Landlord has completed work in accordance with Landlord's Plans, as certified by Landlord's contractor (which certification shall be obtained promptly by Landlord upon such substantial completion), subject to completion and correction of items on Landlord's architect's punch list, and certain other items which will not be completed until substantial completion of the Tenant Improvements (such as provided in Section 3.3 belowcertain landscaping); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion the Tenant Improvements shall be deemed "substantially complete" at such time as Tenant has completed work in accordance with the Tenant's Plans, as certified by Tenant's architect (which certification shall be obtained promptly by Tenant upon such substantial completion), and Tenant has obtained a certificate of occupancy from the City of San Jose, xxbject only to the completion or correction of items on Tenant's architect's punch list (and exclusive of the Challenger Building” shall occur upon installation of all telephone and other communications facilities and equipment and other finish work or decorating work to be performed by or for Tenant). If substantial completion of the Tenant Improvements, Modified Core Improvements or Base Building Improvements is delayed due to any of the following (collectively, "Tenant Delays"), then the Delivery Date and/or Commencement Date, as applicable, shall be adjusted to reflect what the substantial completion date would have been if there had been no delay: (i) Tenant's failure to timely submit any items required by this Work Letter, including, without limitation, Tenant's Plans; (ii) Tenant Modifications; (iii) Tenant's failure to comply with Landlord's contractor's schedule; (iv) Tenant's or Tenant's Contractor's failure to comply with Paragraph 9, (v) Tenant's requested changes to the Tenant's Plans after they are approved by Landlord; (vi) Tenant's request for materials, finishes or installations which require longer than thirty (30) days to complete; (vii) delays caused by Tenant in construction of the entire Challenger Tenant Improvements Improvements; or (viii) any other event expressly constituting "Tenant Delay" pursuant to any provision of this Work Letter. Landlord shall give Tenant at least five (5) days prior notice if Landlord becomes aware that Tenant is in danger of causing a Tenant Delay, and if Tenant takes appropriate measures to prevent such delay within such five (5) day period, no adjustment to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects Delivery Date or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items Commencement Date shall be completed made on account of such Tenant Delay; provided, however, that if such delay was not reasonably foreseeable by Landlord, the five (5) day period for prior notice and opportunity to mitigate provided above shall be changed to forty-eight (48) hours after Landlord becomes aware of such delay or potential delay; and provided further, that no such notice shall be required if Tenant Delay results from Tenant's failure to perform any obligation within a specific date or time period (including, without limitation, any delay in delivery of Tenant's space plan or Working Drawings or non-compliance with Landlord's contractor's schedule), or from schedule changes resulting from Tenant Modifications of which Tenant is advised by Landlord's architect or contractor as provided in Section 3.3 belowParagraph 4. If substantial completion of the Tenant Improvements is delayed as a result of any of the following and such delay could not have been mitigated by Tenant using commercially reasonable measures (collectively, "Landlord Delays"), (2) then the Commencement Date shall be adjusted to reflect any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor delay in the Challenger Building and substantial completion date for the Tenant Improvements directly resulting from such Landlord Delays: (3a) subject to Paragraph 9 above, unreasonable interference by Landlord or Landlord's Contractor with the fire suppression system to be installed in the Challenger Building as part construction of the Challenger Tenant Improvements.the

Substantial Completion. For purposes “Substantial Completion” or “Substantially Completed” as used herein shall mean all of the Third Amendment and this following have occurred: (i) delivery of a factually correct written notice to Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to in the Challenger Approved Working drawings which relate specifically to Premises substantially in accordance with the Expansion Space Tenant Improvements, approved T.I. Plans and Specifications with the exception of (A) minor details of construction installation, decoration, or mechanical adjustments, punchlist items and any punch list items (i.e., minor defects or conditions in work relating to the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use backup generator as set forth in Section 29.35 of the Lease, (which punchlist items shall be completed by Landlord Lease and/or Tenant’s Hazardous Materials storage container as provided set forth in Section 3.3 below); and 29.33 of the Lease (Birrespective of whether such item(s) any tenant fixtures, work-stations, built-in furniture, or equipment to be are installed by Tenant or under during the supervision Early Access Period as part of Contractorin Tenant’s Work), such notice to be in substantially the Expansion Space and form of Attachment “A” hereto, (ii) expiration of the Early Access Period (as defined in Section 5.1) (iii) the City of Carlsbad has issued a final inspection approval, certificate of occupancy (or equivalent), a temporary certificate of occupancy (or equivalent) or other equivalent authorization, or Tenant has occupied and obtained the beneficial use of the Premises. Xxxxxx agrees that if Landlord shall be delayed in causing such work to be Substantially Completed as a result of any of the events described herein (or elsewhere in the Lease) as a “Tenant Delay,” then such delay shall be the responsibility of Tenant. In any such event, Substantial Completion shall be deemed to have occurred the earlier of: (a) the date of Substantial Completion or (b) the date when Substantial Completion would have occurred if there had been no Tenant Delay. Landlord shall not be required to work on an overtime basis. For the purposes of this Tenant Work Letter, a “Tenant Delay” is defined as any delay directly or indirectly resulting from: (1) Tenant’s failure to comply with any time frames set forth herein or in the Lease (including the deadline set forth in Section 3.3.1 for Tenant’s approval of the Space Plan); (2) any changes in any stage of the T.I. Plans and Specifications requested by Tenant after Landlord’s and Tenant’s approval of such stage, including, without limitation, any Change Order or changes made to reduce the Estimated Construction Cost; (3) Tenant’s failure to timely furnish any documents required herein or to timely approve any item or any cost estimates, the Estimated Construction Costs or any Change Orders, as required herein; (4) Tenant’s request for materials, finishes, or installations other than Landlord’s Building Standard items (and with specific reference to any delays resulting from the design and/or installation of the backup generator as set forth in Section 29.35 of the Lease and/or Tenant’s Hazardous Materials storage container as set forth in Section 29.33 of the Lease ); (5) Tenant’s failure to timely perform any act or obligation imposed on Tenant by the Lease or this Tenant Work Letter as and when requested thereunder or hereunder; (5) Tenant’s failure to assemble its systems furniture to satisfy fire and building inspector requirements to procure a certificate of occupancy (or equivalent); or (6) any other delay otherwise caused by Tenant, its officers, directors, owners, agents, invitees, permittees, employees or contractors which operates to delay Landlord’s Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvements, as reasonably determined by Landlord.

Substantial Completion. For purposes “Substantial Completion” or “Substantially Completed” as used herein shall mean all of the Third Amendment and this following have occurred: (i) delivery of a factually correct written notice to Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to in the Expansion Space Tenant Improvements, substantially in accordance with the approved T.I. Plans and Specifications with the exception of minor details of construction installation, decoration, or mechanical adjustments, punchlist items, (Aii) expiration of the Early Access Period (as defined in Section 5.1) (iii) the City of Carlsbad has issued a final inspection approval, certificate of occupancy (or equivalent), a temporary certificate of occupancy (or equivalent) or other equivalent authorization, or Tenant has occupied and obtained the beneficial use of the EXHIBIT “B” Expansion Space. Tenant agrees that if Landlord shall be delayed in causing such work to be Substantially Completed as a result of any punch list items of the events described herein (i.e., minor defects or conditions elsewhere in the Expansion Space Lease) as a “Tenant Improvements that do Delay,” then such delay shall be the responsibility of Tenant. In any such event, Substantial Completion shall be deemed to have occurred the earlier of: (a) the date of Substantial Completion or (b) the date when Substantial Completion would have occurred if there had been no Tenant Delay. Landlord shall not materially and adversely interfere be required to work on an overtime basis. For the purposes of this Work Letter, a “Tenant Delay” is defined as any delay directly or indirectly resulting from: (1) Tenant’s failure to comply with Tenant's use and occupancy of any time frames set forth herein or in the Expansion Space for Lease (including the permitted use deadline set forth in Section 1.3.3 for (v) Tenant to meet with Landlord and Architect for purposes of preparing the LeaseSpace Plan, (which punchlist items shall w) Tenant’s approval of the Space Plan, (x) Tenant’s delivery of the names of Tenant’s third party consultant and/or submittal and/or re-submittal (to the extent of any revisions required by Landlord) of the MEP/Lab Program and/or Manufacturing/Lab Layout, (y) Tenant’s approval of the MEP Fully Engineered Drawings and (z) Tenant’s approval of the T.I. Construction Drawings as such time frames may be completed by Landlord adjusted in accordance with Section 1.3.3(b) as provided in Section 3.3 belowa result of Tenant’s timely delivery of a Tenant’s Ready to Commence Construction Notice); and (B2) any tenant fixtureschanges in any stage of the T.I. Plans and Specifications requested by Tenant after Landlord’s and Tenant’s approval of such stage, work-stationsincluding, built-in furniturewithout limitation, any Change Order or changes made to reduce the Estimated Construction Cost; (3) Tenant’s failure to timely furnish any documents required herein or to timely approve any item or any cost estimates, the Estimated Construction Costs or any Change Orders, as required herein; (4) Tenant’s request for materials, finishes, or equipment installations other than Landlord’s Building Standard items; (5) Tenant’s failure to be installed timely perform any act or obligation imposed on Tenant by Tenant the Lease or under the supervision this Work Letter as and when requested thereunder or hereunder; (6) Tenant’s failure to assemble its systems furniture to satisfy fire and building inspector requirements to procure a certificate of Contractorin the Expansion Space and occupancy (iior equivalent); or (7) “any other delay otherwise caused by Tenant, its officers, directors, owners, agents, invitees, permittees, employees or contractors which operates to delay Landlord’s Substantial Completion of the Challenger Building” shall occur upon completion of construction of Tenant Improvements, as reasonably determined by Landlord. Notwithstanding the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawingsforegoing, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use nor anything set forth in the Lease (which punchlist items Section 5.3 below relating to Landlord Delays, there shall be completed by no Tenant Delay or Landlord as provided in Section 3.3 below)Delay if the effect such delays, (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part aggregate, do not delay Substantial Completion of the Challenger Landlord’s Work beyond July 1, 2013; provided, however, that if Tenant Improvementsdelivers a Tenant’s Ready to Commence Construction Notice prior to May 1, 2012, then Landlord Delays and Tenant Delays shall be used in determining any acceleration or delay of the Expanded Premises Commencement Date regardless of the Estimated Date of Substantial Completion.

Substantial Completion. For purposes hereof, the phrase "substantial completion" means (i) the completion (as determined, in the event of a dispute, in accordance with AIA standards) of the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements work to be performed by Landlord pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements"Plans" (as defined in Exhibit C, with the exception of (A) any punch list "Construction Provisions," attached hereto), except for such items (i.e., that constitute minor defects or conditions in the Expansion Space adjustments which can be completed after occupancy by Tenant Improvements that do not materially and adversely interfere without causing any material interference with Tenant's use and occupancy of the Expansion Space Premises (so-called "punch list" items) (ii) Landlord has obtained a Certificate of Occupancy, or a Temporary Certificate of Occupancy, or the equivalent, for that portion of the permitted use Building that includes all of the Premises, (iii) The parking spaces alloted to Tenant pursuant to the Parking License Agreement have been made available for Tenant's use, (iv) Tenant has been given sufficient prior access to the Premises in order to install its light fixtures, telephones and communications systems and trade fixtures, (v) Tenant has been tendered continuous and uninterrupted access to the Premises, (vi) Tenant has received the non-disturbance agreement signed by Landlord and its Mortgagee, as required by Article 30, and (vii) All of the Building Systems are operational to the extent necessary to service the Premises. Notwithstanding the foregoing, in the event of a dispute between Tenant and Landlord as to the date of substantial completion of the Premises, Tenant shall nevertheless commence the payment of Rent hereunder as of the date of Landlord's determination, but such payment shall be without prejudice to Tenant's right to demand, by written notice to Landlord, arbitration of such dispute by arbitration conducted in Los Angeles, California pursuant to the rules then obtaining of the American Arbitration Association. Except as expressly set forth above, no other dispute under this Paragraph 3(b) shall be determined by or submitted to arbitration. The arbitration conducted hereunder shall be conducted in accordance with the terms and conditions set forth in Article 45 hereof. If, pursuant to such arbitration, it shall be determined in such proceeding to have been overpaid with regard to the Lease, (which punchlist matter in dispute together with interest at the Agreed Rate. On or about the date when Landlord has substantially completed all work to be performed by Landlord in the Premises. Landlord and Tenant shall inspect the Premises and all punch list items shall be completed by noted in writing on Landlord's punch list form. In addition, Tenant shall submit a final punch list to Landlord thirty (30) days after the Commencement Date. As soon thereafter as provided in Section 3.3 below); and (B) conditions permit, Landlord shall complete all such punch list items. If Tenant shall do any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision act which would increase Landlord's cost of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) completing any such punch list items then Tenant shall pay such increase in Landlord's costs upon its receipt of invoice therefor from Landlord. Upon Landlord's completion of such punch list items, Landlord and Tenant shall reinspect the Premises with regard to all punch list items previously noted and shall indicate on Landlord's punch list form if such items have been satisfactorily completed. Tenant's failure to reinspect any such punch list items with fifteen (i.e., minor defects or conditions in the Challenger Tenant Improvements that 15) days after Landlord's written request to do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items so shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed constitute an acceptance by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building such items as part of the Challenger Tenant Improvementsbeing satisfactorily completed.

Substantial Completion. For purposes of the Third Amendment and this Tenant Work Letter: Lease, including for purposes of determining the Lease Commencement Date (as set forth in Section 7.2 of the Summary), the Premises shall be "Ready for Occupancy" upon Substantial Completion of the Expansion Space Tenant ImprovementsImprovements and Landlord's Work. For purposes of this Lease, "Substantial Completion" shall occur upon the completion completion, in good and workmanlike manner and in compliance with all applicable laws, of construction of (i) the Expansion Space Landlord's Work, and (ii) the Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant ImprovementsDrawings, with the exception of (A) any punch list minor items (i.e., minor defects in need of repair or conditions in the Expansion Space Tenant Improvements that correction which do not materially and adversely interfere with impair Tenant's ability to use the Premises for its intended use ("Punchlist Items") and occupancy with the exception of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant trade fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant; provided, however, as noted in the Tenant or under Improvement Schedule letter dated July 28, 2016 (attached hereto as Exhibit B-2), the supervision Substantial Completion date is a move in date and is not an affirmation of Contractorin all scopes of work being complete. Prior to substantial completion, the Expansion Space wall, ceilings, floors, and 843078.08/SD374622-00033/8-4-16/MLT/dek Exhibit B-5- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.] lab casework will all be installed and mechanical, plumbing, and electrical connection will be made in the casework. The mechanical and plumbing/process systems will be started up and air will be moving in the space and through the fume hoods. The City Fire and Building officials will have walked the space and granted a Temporary Certificate of Occupancy, allowing lab and office equipment to be moved into the Premises. Tenant acknowledges and agrees that the following scopes will not be completed at the time of Substantial Completion and XL-JB will require access to the space to complete them: (i) test and balance report; (ii) “Substantial Completion of the Challenger Building” shall occur upon punchlist generation or completion of construction associated tasks; (iii) fume hood certification; (iv) pre-functional testing of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of HVAC and plumbing/process systems; (1v) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building smoke control testing; and (3vi) the final building and fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsdepartment sign off.

Substantial Completion. For purposes SUBSTANTIAL COMPLETION" occurs when all of the Third Amendment and this Tenant Work Letterfollowing conditions have been satisfied: "(a) receipt of a Certificate of Substantial Completion of by Architect on AIA Form G704 (or a substantially similar form) relating to the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Improvements; (b) Tenant can use the Expansion Improvements for its intended purposes without material interference to Tenant conducting its business activities; (c) Final Inspection has occurred; (d) Tenant, its employees, agents and invitees have ready access to, and parking (if contemplated by the Plans) for, the Expansion Improvements (but not necessarily on paved surfaces); (e) necessary utilities (not including natural gas) and plumbing are available (availability through temporary facilities will be acceptable for this purpose) in capacities not less than as set forth in the Plans, are connected to mains or other appropriate sources, and all utility meters have been set and activated; (f) receipt of a certificate from an engineer stating that no additional easements are required to be granted for the benefit of Parcel on which the Expansion Improvements are is located in order for such Parcel and the improvements located thereon to be provided with access, utility services and drainage, as required by the Lease and this Expansion Space Tenant Improvements pursuant Work Letter; (g) receipt of an instrument from Xxxxx/Skyland Joint Venture, Ltd. (or its successor) regarding the Expansion Improvements, in the form described in Section 10.h of the Declaration of Covenants, Conditions, Restrictions and Easements described in the definition of "CC&R's" and (h) receipt (at Tenant's sole cost and expense) of evidence that no exceptions to the Challenger Approved Working drawings which relate specifically title not set forth on Exhibit B as to the Expansion Space Improvements and the Parcel on which they are located, exist. At Landlord's request, Tenant Improvementswill execute and deliver to Landlord a written acknowledgment that Substantial Completion has occurred. Acceptance of possession, with the exception of (A) any punch list items (i.e., minor defects use or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use Improvements by Tenant shall not be deemed to constitute a waiver of Landlord's duties, obligations or warranties expressly set forth in the Lease, (. Landlord shall use reasonable efforts to give Tenant at least fifteen days' advance notice of the estimated date on which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion is expected to occur and five days' advance notice of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant any changes to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsestimated Substantial Completion date.

Substantial Completion. For purposes (a) The Landlord’s Work shall be deemed substantially complete on the first day as of which Landlord’s Work has been completed and Landlord has received a permanent or temporary certificate of occupancy (provided that in the event Landlord obtains a temporary certificate of occupancy, Landlord shall satisfy all conditions required to obtain a permanent certificate of occupancy as promptly as reasonably possible), except for (a) items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after occupancy has been taken without causing undue interference with Xxxxxx’s use of the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant ImprovementsPremises (i.e. so-called “punch list” items), with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (Bb) items which, in accordance with good construction practice, should be performed after the performance of any tenant fixtures, work-stations, built-in furniture, or equipment improvement work to be installed performed by Tenant or under (such date is hereinafter called the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon Date”); provided, however, that if substantial completion of construction Landlord’s Work is delayed as a result of any Tenant Delays described in Section 5 below of this Exhibit D, then the entire Challenger Substantial Completion Date shall be the date that Landlord’s Work would have been substantially completed but for such Tenant Improvements pursuant Delays. Subject to Tenant Delays and Force Majeure, Landlord will exercise commercially reasonable efforts to complete the “punch list” items as soon as conditions reasonably permit, and Tenant shall afford Landlord access to the Challenger Approved Working DrawingsPremises for such purposes. Landlord and Tenant shall, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and within three (3) days following the fire suppression system to be installed in date Landlord informs Tenant that the Challenger Building as part Landlord’s Work is substantially complete, jointly inspect the Premises and agree upon the punch list. As of the Challenger Tenant Improvementsdate of this Lease, the estimated Substantial Completion Date is on or before July 1, 2009.

Substantial Completion. For purposes 9.8.1 “Substantial Completion” of the Third Amendment entire Work shall be achieved by the Contractor and this Tenant Work Letter: "Substantial Completion shall mean the stage in the progress of the Expansion Space Tenant Improvements" project when the Work required by this Contract is sufficiently complete in accordance with this Contract so that the Owner may occupy or utilize the Work for its intended use. The parties agree that, without limitation, the Owner will not be able to occupy or utilize the Work for its intended use unless all equipment and systems included in the Work are operational as designed and have been substantially balanced, commissioned and demonstrated, all designated or required governmental inspections, tests and approvals have been successfully completed and obtained including unconditional certificates of occupancy (or, if unissued or issued with conditions, such lack of issuance or conditions relate solely to matters not included within the Work), completion has been achieved of all finish paving and landscaping to the extent weather then allows and fine cleaning of all spaces to be occupied and all public spaces has occurred. In general, the only remaining Work shall occur upon the be minor in nature, so that completion of construction of the Expansion Space Tenant Improvements pursuant to Work by the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do Contractor will not materially and adversely interfere with Tenant's use and or hamper the Owner’s occupancy of the Expansion Space Project. The Contractor shall cooperate with the Owner’s facilities personnel so that such personnel may be involved in the balancing and commissioning of all building systems. When the Work reaches Substantial Completion, the Contractor shall promptly deliver to the Owner and Architect a notice of completion in recordable form and in accordance with the requirements of California Civil Code §8182. In transmitting such notice to the Owner and Architect, the transmittal shall prominently state in capital letters, “THE OWNER MUST ACCEPT OR REJECT THIS NOTICE OF COMPLETION WITHIN SEVEN DAYS OF RECEIPT. UNLESS THE OWNER REJECTS THIS NOTICE BY GIVING THE CONTRACTOR NOTICE OF THE FACTUAL AND CONTRACTUAL BASIS FOR REJECTION AND CERTIFYING THE SAME AS MADE IN GOOD FAITH WITHIN SUCH SEVEN DAY PERIOD, THE OWNER SHALL BE DEEMED TO HAVE ACCEPTED THE SUBSTANTIAL COMPLETION.” The Owner shall accept or reject such notices within seven days of receipt, and if it rejects the notices it shall give the Contractor notice of the factual and contractual basis for rejection certifying the permitted use same as made in good faith within such seven-day period. If the Contractor disputes the Owner’s rejection of a notice of completion, it may proceed as described in Section 4.4 above. The Owner’s acceptance or deemed acceptance of a notice of completion shall not limit or preclude the effect of any warranty, guarantee or other obligation on the part of the Contractor or any third party to repair, replace or correct defective Work after substantial or final completion, including without limitation warranties and obligations set forth in this Contract or in third party contracts, all of which shall remain in full force and effect after such acceptance. Unless this Contract expressly permits Substantial and Final Completion for specifically defined phases of the LeaseWork, (which punchlist items Substantial Completion and Final Completion respectively shall be completed by Landlord as provided in Section 3.3 below); mean Substantial Completion and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or Final Completion of all of the Work required under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant ImprovementsContract.

Substantial Completion. For purposes The Contractor shall deliver an application for Substantial Completion to the Authority when all of the following have occurred:  The Contractor has completed all Work (except for punch list items, final cleanup and other items included in the requirements for Final Acceptance);  All necessary work by Included Third Amendment Parties has been completed, and this Tenant the Contractor has obtained all design and construction approvals by Included Third Parties that are required under the relevant Third Party Agreements or by Law;  The Contractor has satisfied all conditions to acceptance by Third Parties and railroads;  There is no existing default of Authority's obligations under any Included Third Party Agreement or Railroad Agreement that are the Contractor's responsibility pursuant to the Contract Documents, and no event has occurred which, with the passing of time or giving of notice or both, would lead to a claim relating to the Work Letter: "or an event of default under any Included Third Party Agreement or any Railroad Agreement;  The Contractor has delivered to the Authority the close-out report as provided in the “Reporting” clause (Section 44.4) of the General Provisions;  The Contractor has delivered to the Authority the warranty service plan required in the “Warranty Service” clause (Section 7.8.6) of the General Provisions;  The Contractor has ensured that all Work has been performed in accordance with the requirements of the Contract Documents;  The Contractor has ensured that the Project may be used without damage to the Project or any other property on or off the Site, and without injury to any Person; and  Any special tools purchased by the Contractor as provided in the Contract Documents shall have been delivered to the Authority and all replacement spare parts shall have been purchased and delivered to the Authority free and clear of liens. Upon receipt of the Contractor's application for Substantial Completion, the Authority shall conduct such inspections, surveys and/or testing as the Authority deems desirable. If such inspections, surveys and/or tests disclose that any Work does not meet the requirements of the Contract Documents, the Authority will promptly advise the Contractor as to any errors, omissions, deviations, defects or deficiencies in the Work necessary to be corrected as a condition to Substantial Completion and as to any errors, omissions, deviations, defects or deficiencies which may be corrected as punch list items. Upon correction of the errors, omissions, deviations, defects or deficiencies identified as a prerequisite to Substantial Completion, the Contractor shall provide written notification to the Authority and the Authority shall conduct another round of inspections, surveys and/or tests. This procedure shall be repeated until the Authority finds that all prerequisites to Substantial Completion have been met. Substantial Completion of the Expansion Space Tenant Improvements" Project shall occur be deemed to have occurred when:  The Authority determines that all errors, omissions, deviations, defects and deficiencies identified as prerequisites to Substantial Completion have been corrected; and  The Authority and Contractor have agreed upon a punch list for the completion Project. The Authority will issue a Certificate of construction Substantial Completion to the Contractor at such time as the Authority determines that Substantial Completion has occurred. Substantial Completion shall be deemed to have occurred as of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy date of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision Certificate of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant ImprovementsCompletion.

Substantial Completion. For purposes of the Third Amendment and this Tenant Work Letter: "Lease, “Substantial Completion of the Expansion Must-Take Space Tenant Improvements" ” shall occur upon (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Expansion Must-Take Space Tenant Improvements pursuant to the Challenger Must-Take Space Approved Working drawings which relate specifically to the Expansion Space Tenant ImprovementsDrawings, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with affect Tenant's ’s use and occupancy of the Expansion Must-Take Space for and/or materially and adversely interfere with the permitted use set forth installation by Tenant of its cabling, furniture, fixtures and equipment in the LeaseMust-Take Space, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of Contractorin the Expansion Must-Take Space and Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San Xxxx) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Challenger Building” Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall occur upon inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch such punch-list items (i.e.have any effect on the Must-Take Space Commencement Date. Landlord shall, minor defects or conditions however, be under no obligation to repair any damage caused by Tenant in the Challenger Tenant Improvements that do not materially and adversely interfere connection with Tenant’s use and occupancy move into the Must-Take Space, the exercise by Tenant of the Challenger Building for the permitted use set forth in the Lease (its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed repaired by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsat Tenant’s cost.

Substantial Completion. For purposes As used herein, “Substantial Completion” shall mean (and the Premises shall be deemed “Substantially Complete”) when (i) the City of Seattle has given final approval in writing that all TI Work under the construction permit has been completed, (ii) installation of the Third Amendment TI Work has occurred in accordance with the Working Drawings, subject only to punch-list items described below, and this Tenant Work Letter: "(iii) basic services as required under the Lease are available to the Premises. Notwithstanding the foregoing, Substantial Completion of shall be deemed to have occurred on the Expansion Space date on which Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and takes occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items Premises and commences to do business therein. Substantial Completion shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, workdeemed to have occurred even if a “punch-stations, built-in furniture, list” or equipment similar corrective work remains to be installed by completed. Within thirty (30) days after Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and commences occupancy of the Challenger Building Premises, Landlord, Tenant, and the Tenant’s Architect shall prepare a “punch-list” which shall consist of the items that have not been, but should have been, finished or furnished by Tenant prior to such date. Tenant shall proceed diligently to complete, or cause the TI Contractor to complete, all punch-list items, except for those punch-list items related to the permitted use set forth Landlord’s Work which Landlord shall proceed diligently to complete, or cause its contractor to complete. Tenant shall require reasonable retainage in the Lease (which punchlist TI Construction Contract and shall not release all of the retainage to the TI Contractor until such time as Tenant reasonably believes all punch-list items have been completed. Release of any retainage shall not release or relieve Tenant of the obligation to cause all punch-list items to be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment and the Premises to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building condition as part of the Challenger Tenant Improvementsrequired under this Lease.

Substantial Completion. For purposes SUBSTANTIAL COMPLETION" occurs when all of the Third Amendment and this Tenant Work Letterfollowing conditions have been satisfied: "(a) receipt of a Certificate of Substantial Completion of by Architect on AIA Form G704 (or a substantially similar form) relating to the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Improvements; (b) Tenant Improvements pursuant can use the Premises for its intended purposes without material interference to Tenant conducting its business activities; (c) Final Inspection has occurred; (d) Tenant, its employees, agents and invitees have ready access to, and parking adjacent to, the Challenger Approved Working drawings which relate specifically Building and the Premises (but not necessarily on paved surfaces); (e) necessary utilities (not including natural gas) and plumbing are available (availability through temporary facilities will be acceptable for this purpose; provided, however, that connection to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions permanent facilities will not result in the Expansion Space Tenant Improvements that do not materially and adversely interfere unavailability or discontinuance of such utilities with respect to Tenant's use and occupancy of the Expansion Space Premises thereafter) in capacities not less than as set forth in the Plans, are connected to mains or other appropriate sources, and all utility meters have been set and activated; (f) receipt of a certificate from an engineer stating that no additional easements are required to be granted for the permitted use benefit of Parcel A in order for Parcel A and the Improvements located thereon to be provided with access, utility services and drainage, as required by the Lease and this Leasehold Improvement Agreement; (g) receipt of an instrument from Xxxxx/Skyland Joint Venture, Ltd. (or its successor) regarding the Improvements, in the form described in Section 10.h of the Declaration of Covenants, Conditions, Restrictions and Easements described in the definition of "CC&R's"; and (h) receipt (at Tenant's sole cost and expense) of an update to the existing commitment for title insurance dated prior to (and as close as is reasonably practical to) the date of Substantial Completion, showing no exceptions to title affecting the Premises (or interfering with or limiting Tenant's rights to Parcels B, C or D as set forth in the Lease) other than those shown on Exhibit B or those approved or consented to by Tenant. At Landlord's request, (which punchlist items shall be completed by Tenant will execute and deliver to Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “a written acknowledgment that Substantial Completion has occurred. Acceptance of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawingspossession, with the exception of (1) any punch list items (i.e., minor defects use or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use Premises by Tenant shall not be deemed to constitute a waiver of Landlord's duties, obligations or warranties expressly set forth in the Lease (which punchlist items Lease. Landlord shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment use reasonable efforts to be installed by give Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part at least fifteen days' advance notice of the Challenger Tenant Improvementsestimated date on which Substantial Completion is expected to occur and five days' advance notice of any changes to the estimated Substantial Completion date.

Substantial Completion. For purposes As used herein the term SUBSTANTIALLY COMPLETE or SUBSTANTIALLY COMPLETED means that, in the opinion of Seller's architect, each of the Third Amendment and this Tenant Work Letterfollowing shall have occurred: "Substantial Completion of (i) the Expansion Space Tenant Improvements" shall occur upon Improvements have been completed substantially in accordance with the Plans, subject only to the completion of construction punch- list items, none of which may materially affect Purchaser's intended use and enjoyment of the Expansion Space Tenant Improvements pursuant to or the Challenger Approved Working drawings Land and all of which relate specifically to will be completed within thirty (30) days after the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy date of the Expansion Space for the permitted use set forth in the Leasewalk-through inspection, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion the Improvements have been completed as necessary for the applicable governmental authority to issue a certificate of occupancy for the Improvements allowing Purchaser to occupy the Improvements, and (iii) all utilities required for Purchaser's operations of the Challenger Building” shall occur upon completion of construction Improvements are in place and operational to the Improvements, including gas, electricity, water, sanitary sewer, and telephone. Seller will notify Purchaser of the entire Challenger Tenant date that Seller's architect expects the Improvements pursuant to be substantially complete, such notice not to be dated more than forty-five (45) or less than thirty (30) days prior to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements date that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use is set forth in such notice for the Lease Improvements to be substantially complete. Upon receipt of notification from Seller's architect that the Improvements are substantially complete, Purchaser shall verbally notify Seller of the date Purchaser intends to make its walk-through inspection of the Improvements to determine punch-list items, such date to be within five (which punchlist 5) days after Purchaser's receipt of such notice. Seller's architect will accompany Purchaser on the walk-through inspection so as to mutually determine the punch-list of items shall to be completed or repaired by Landlord as provided Seller. Satisfaction of punch-list items or Purchaser's failure to conduct a walk-through inspection will not delay the Closing. At Closing, 150% of the amount which, in Section 3.3 below)the reasonable opinion of Seller's architect, (2) any tenant fixtures, workis necessary to complete the punch-stations, built-in furniture, or equipment list of items remaining to be installed completed as determined pursuant to this subparagraph will be held back from the funds delivered to Seller and held in escrow by Tenant or under the supervision of Contractor in Title Company. This amount will be delivered to Seller at such time as the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part punch-list items have been completed. Seller will inform Purchaser of the Challenger Tenant Improvementsamount determined by Seller's architect necessary to complete the punch-list items, and Purchaser may reasonably object to same. Nonetheless, Seller will be responsible for paying the entire cost of completing the punch-list items, even if such costs exceed the 150% holdback.

Substantial Completion. For purposes At such time as Seller in good faith believes the Perimeter Improvements have been Substantially Completed, Seller shall deliver to Buyer the following items with respect to the Perimeter Improvements: (i) a certificate from the current architect for the Perimeter Improvements (the “Perimeter Architect”) certifying to Buyer that the Perimeter Improvements have been substantially completed on AIA Form G704, subject to Punch-List Items; (ii) a temporary certificate of occupancy and all other certificates, licenses, consents and approvals required for the use and operation of the Third Amendment Perimeter Improvements, issued by the appropriate governmental authorities (other than a final certificate of occupancy); (iii) an executed “Letter of Understanding” attached as Exhibit “C” to the Channeladvisor Lease; (iv) to the extent available (unless such unavailability is the result of defects in the Perimeter Improvements or deviations thereof from the Perimeter Plans and this Tenant Work Letter: "Substantial Specifications), a certification or acknowledgement from the applicable engineer or engineers for the Perimeter Improvements stating that, in regard to the material/controls inspections and based on the material/controls inspection reports (the “Controls Inspection Reports”), the Perimeter Improvements have been Substantially Completed in accordance with the Perimeter Plans and Specifications; and (v) lien releases and lien waivers evidencing that all work performed and materials supplied for the Perimeter Improvements has been paid to date (collectively, the “Preliminary Completion Items”). Within ten (10) days after Seller has delivered to Buyer all of the Expansion Space Tenant Improvements" Preliminary Completion Items, Seller, Buyer, Buyer’s agents and representatives, the Perimeter Architect and an architect selected by Buyer (the “Buyer Architect”) shall occur upon conduct a final walk through of Perimeter Four and the Perimeter Improvements to assess the status of completion of the Perimeter Improvements (the “Walk-Through”). During such walk-through of the Property, Seller and Buyer (acting in good faith and in a commercially reasonable manner) shall list any Punch-List Items (as defined below). “Substantial Completion” and “Substantially Completed”, as applicable, shall mean (i) all of the Preliminary Completion Items have been delivered to Buyer, (ii) the Buyer Architect shall have confirmed to Buyer that the Perimeter Improvements have been substantially completed, subject to Punch-List Items, and (iii) construction of the Expansion Space Tenant Perimeter Improvements pursuant has been completed in accordance with Section 14.32(a) of this Agreement, subject only to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of Punch-List Items that (A) any punch list items (i.e., minor defects or conditions are estimated by the Perimeter Architect and the Buyer Architect to cost less than $500,000.00 in the Expansion Space Tenant Improvements that do not materially aggregate to complete and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Leasecorrect, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) do not, individually or collectively, (x) have an adverse effect on the operation of Perimeter Four or the occupancy of any tenant fixtures, work-stations, built-Tenant therein or (y) result in furniture, any offset against or equipment reduction of rent payable to be installed by Tenant or Buyer under the supervision of Contractorin the Expansion Space and (ii) “Leases. Seller shall achieve Substantial Completion no later than December 31, 2015, subject to Force Majeure Delays (as defined below). Buyer shall be solely responsible for the fees and costs of the Challenger Building” Buyer Architect, and Seller shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementshave no responsibility therefor.

Substantial Completion. For purposes of this Lease (including all provisions of this Work Agreement), the Third Amendment Premises (or any particular floor thereof), and this the Tenant Work Letter: therein, shall conclusively be deemed to be "Substantial Completion substantially complete" as soon as (i) the Tenant Work (specifically excluding any of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use telephone equipment, special office equipment, computer equipment, audio/visual equipment, cabling and occupancy of the Expansion Space for the permitted use set forth in the Leasewiring, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixturessupplemental HVAC equipment, work-stations, built-in systems furniture, or equipment other furniture and personal property, Tenant Special Equipment and any items to be installed or constructed by Tenant or under the supervision of Contractorin the Expansion Space and (iiTenant's contractor or vendor) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building Premises (or such particular floor thereof) by Landlord pursuant to this Work Agreement has been constructed in accordance with the Tenant Plans approved by Landlord and any change orders approved by Landlord, as part certified by Landlord's construction manager, subject to Landlord's completion of any punch list items of work which do not materially interfere with Tenant's permitted and intended use of the Challenger Premises (or such particular floor thereof), (ii) the Building's parking area is available for Tenant's use in accordance with the Lease, (iii) reasonable access to the Premises (or such particular floor thereof) is available for Tenant, (iv) the base Building systems necessary to provide the services required hereunder to be provided by Landlord to the Premises (or such particular floor thereof) are functional and (v) a temporary or permanent certificate of occupancy has been obtained for the Premises (or such particular floor thereof); provided, however that no such certificate of occupancy shall be required for the Premises (or such particular floor thereof) to be substantially complete if Landlord is unable to obtain such certificate of occupancy as a result of any act or omission of Tenant Improvementsor Tenant's contractors or vendors, including without limitation, as a result of any systems furniture, Tenant Special Equipment or any work to be installed or constructed by Tenant or Tenant's contractors or vendors not being complete at the time that the Premises would otherwise be substantially complete. Tenant shall cooperate with Landlord in connection with Landlord obtaining certificate(s) of occupancy for the Premises. Notwithstanding the above, (a) the Premises (or such particular floor thereof) shall be considered substantially complete even though there remain to be completed in the Premises punch list items, including but not limited to minor or insubstantial details of construction, decoration or mechanical adjustment, the lack of completion of which will not materially interfere with Tenant's permitted and intended use of the Premises (or such particular floor thereof). In addition, notwithstanding the foregoing, upon the occupancy by Tenant of any portion of any floor of the Premises for the purpose of conducting business therein (as opposed to preparing the Premises for Tenant's use) such floor shall be deemed to be substantially complete, whether or not any of the other conditions to substantial completion have then occurred.

Substantial Completion. For purposes “Substantial Completion” of the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" each Sub-Phase shall occur be deemed to have occurred upon the completion of construction of the Expansion Space relevant Landlord’s Work and Seismic Work related to such Sub-Phase and the Tenant Improvements pursuant for such Sub-Phase, as evidenced by a Certificate of Substantial Completion executed by Architect, and receipt of final signed-off “job cards” or “inspection cards” from the City of Oakland covering such Sub-Phase subject only to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception correction or completion of (A) any punch list items (i.e.“Punchlist Items”), minor defects which items may include items of missing, incomplete or conditions in the Expansion Space Tenant Improvements defective work or materials or mechanical maladjustments that are of such a nature that they do not materially and adversely material interfere with Tenant's use and Xxxxxx’s occupancy of the Expansion Space Premises. Prior to Substantial Completion, Landlord and Tenant shall mutually inspect the Premises included in each Sub-Phase and perform a walk-through of the applicable Sub-Phase to draw up a list of the Punchlist Items (which Punchlist Items shall be accepted in writing by Landlord and Tenant). Landlord shall use commercially reasonable efforts to complete the Punchlist Items within thirty (30) days thereafter; provided, however, such time period may be extended to a period of ninety (90) days for Punchlist Items that cannot be commercially reasonably completed with diligence within thirty (30) days. Landlord shall cooperate with Tenant to allow Tenant access to the permitted use set forth Sub-Phase so being delivered immediately prior to Substantial Completion to enable Tenant to commence certain operational readiness activities, such as lighting network, testing connections, installing furniture, fixtures, equipment, when reasonably practicable; so long as such entry does not interfere with Landlord’s work in the Premises or in the Building; provided, however, (a) the provisions of the Lease, other than with respect to the payment of Base Rent or Additional Rent, shall apply during such early entry, including, but not limited to, the provisions relating to Tenant’s indemnification of Landlord, (which punchlist items b) prior to any such entry, Tenant shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment provide evidence of the insurance to be installed provided by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working DrawingsLease, and (c) Tenant’s early access and activities shall not be permitted to interfere with the exception of (1) schedule for, or undertaking of, any punch list items (i.e., minor defects or conditions work being performed by Landlord in the Challenger Tenant Improvements that do not materially Premises and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3Tenant shall coordinate with Landlord and Landlord’s contractor(s) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsensure that no such interference occurs.

Substantial Completion. For purposes of this Work Letter and the Third Amendment Lease, Landlord’s Work shall be deemed “Substantially Complete”, and this “Substantial Completion” shall be deemed to have occurred, at such time as Landlord has completed Landlord’s Work in accordance with Landlord’s Plans and in compliance with all legal requirements applicable thereto at the time the permits were obtained for the construction thereof, subject only to the completion of “punchlist” items or similar corrective work. No portion of any work to be performed by Tenant shall be taken into account in determining whether or not Landlord’s Work Letter: "is Substantially Complete. However, if Substantial Completion of Landlord’s Work is delayed as a result of a Tenant Delay (defined below), Landlord’s Work shall be deemed to be Substantially Complete on the Expansion Space date that Landlord could reasonably have been expected to Substantially Complete Landlord’s Work absent any Tenant Improvements" shall occur upon Delay. Promptly following the completion of construction Landlord’s Work, Landlord shall cause Landlord’s Contractor to inspect Landlord’s Work with representatives of the Expansion Space both Landlord and Tenant Improvements pursuant and compile a list of “punchlist” items in connection with Landlord’s Work which are required to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects be corrected or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist completed by Landlord. Such “punchlist” items shall be completed or corrected by Landlord within sixty (60) days, provided, however, that as provided in Section 3.3 below); and (B) to any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Buildingpunchlist” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do which cannot materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below)within said sixty (60) days, (2) any tenant fixtures, work-stations, built-in furniture, Landlord shall promptly commence the correction or equipment completion of such “punchlist” item and thereafter diligently pursue the same to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementscompletion.

Substantial Completion. For purposes At such time as Sublandlord considers the Subtenant Improvements to be substantially completed, Sublandlord or Sublandlord’s representative will schedule a walk-through of the Third Amendment Sublease Premises with Subtenant or Subtenant’s representative. During such walk-through, Sublandlord or Sublandlord’s representative along with Subtenant or Subtenant’s representative will prepare a list of minor finish-out and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items to be completed (i.e.the “Punch List”). Sublandlord shall cause Sublandlord’s Contractor to complete and/or correct all items on the Punch List promptly after Sublandlord receives the Punch List and shall give Subtenant written notice when all of the items on the Punch List have been completed and/or corrected. Any items not on the Punch List which could have, minor defects with reasonable diligence, been discovered by Subtenant or conditions Subtenant’s representative and included on the Punch List shall be deemed accepted by Subtenant, and any items not on the Punch List which could not have, with reasonable diligence, been discovered by Subtenant or Subtenant’s representative and included on the Punch List and are thereafter discovered by Subtenant within thirty (30) days after Substantial Completion shall be corrected by Sublandlord’s Contractor promptly after Sublandlord receives notice of the same from Subtenant. If Subtenant and/or Subtenant’s representative fails to appear for such inspection, Subtenant shall be deemed to have agreed that no items exist that are incomplete or require correction which could have, with reasonable diligence, been discovered by Subtenant or Subtenant’s representative had Subtenant and/or Subtenant’s representative appeared at the inspection, and therefore Subtenant Improvements has been completed and Sublandlord shall not be required to complete or correct any such items which may in fact exist; or at Sublandlord’s election, Sublandlord or Sublandlord’s representative may prepare and approve the Expansion Space Tenant Punch List on Subtenant’s behalf. Subtenant Improvements that do not materially (which for purposes of determining substantial completion may exclude, at Sublandlord’s election, any Additional Work) shall be considered “Substantially Complete” for all purposes under this Exhibit TI and adversely interfere with Tenant's use and the Sublease when: (i) the applicable governmental authority issues a temporary or permanent certificate of occupancy for the Sublease Premises, or (ii) Subtenant first takes occupancy of the Expansion Space Sublease Premises for the permitted use set forth in the Leaseconduct of its business, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementswhichever first occurs.

Substantial Completion. For purposes of the Third Amendment The Base Building Work and this Tenant Work Letter: Improvements shall be deemed substantially completed (hereinafter, "Substantial Completion of the Expansion Space Tenant ImprovementsSUBSTANTIALLY COMPLETED" shall occur or "SUBSTANTIAL COMPLETION") upon the completion of construction of the Expansion Space Tenant Improvements pursuant to Base Building Work and the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with such that only minor or insubstantial details of construction or mechanical adjustment remain to be performed, the exception existence of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that which do not materially and adversely interfere with Tenant's occupancy and use and occupancy of the Expansion Space Building for the permitted use set forth conduct of Tenant's business, and upon the issuance of a temporary or permanent certificate of occupancy by the governing local authority for the Building. A certificate furnished by Architect as to the date of Substantial Completion shall be conclusive and binding upon both parties. Notwithstanding the delivery of such certificate of Substantial Completion by the Architect, Substantial Completion shall be deemed not to have occurred with respect to the Base Building Work and Tenant Improvements until Landlord has provided Tenant prior written notice and at least sixty (60) days of reasonably unrestricted physical access to the Building for purposes of Tenant's installation of furniture, fixtures and equipment. Within ninety (90) days after the date of Substantial Completion, Tenant shall notify Landlord in the Lease, (which punchlist items shall writing of any remaining "punch list" or other corrective work to be completed by Landlord through the Contractor and TI Contractor. Such "punch list" or other corrective work shall be commenced by Landlord and completed within sixty (60) days following receipt of such notification from Tenant, or such longer period of time as is reasonably necessary to permit Landlord to complete such work in the event that the completion of same is not possible within such sixty (60) day period with the exercise of reasonable diligence. Upon completion of such "punch list" and other corrective work to Tenant's, TI Architect's and Architect's reasonable satisfaction, and upon Tenant's installation of its furniture, fixtures and equipment, Landlord shall obtain the issuance of a permanent certificate of occupancy, unless such certificate has previously been obtained. Landlord shall have no other obligation to perform other work except with regard to Landlord's obligations to correct construction defects and deficiencies as provided in Section 3.3 below); 2.12 and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space maintain certain structural and (ii) “Substantial Completion other elements of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use Project as set forth in Section 15.02. Tenant shall reasonably cooperate with Landlord in obtaining the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision temporary and permanent certificates of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementsoccupancy.

Substantial Completion. For purposes “Substantial Completion” (and any correlative variations thereof) of the Third Amendment Warm Shell Improvements shall be not be deemed to occur until (a) the Building shells, the Building lobbies, the entrances, stairways and this access ways for access to the Buildings, and all of the other Warn Shell Improvements described in the Final Warm Shell Plans have been completed, and Landlord’s architect (“Landlord’s Architect”) has certified in writing that the Warm Shell Improvements have been completed in accordance with the Final Warm Shell Plans, except for finishing details, minor omissions, decorations and mechanical adjustments of the type normally found on an architectural “punch list” (which Landlord shall use commercially reasonable efforts to cause to be completed within thirty (30) days after Substantial Completion); (b) all utilities systems serving the Premises, life safety support systems, including fire sprinklers and safety auditory systems, all heating, ventilating and air conditioning systems serving the Premises, except to the extent such items may be included in Tenant’s Tenant Work Letter: "Improvements, and Building elevators have been installed and are operating; (c) all necessary governmental inspections of the Warm Shell Improvements have been obtained and approved; (d) the Premises are in such a state of completion that, upon completion of the Tenant Improvements, the requirements necessary to obtain approval for occupancy of the Premises from applicable governmental authorities (including approval from the Building Department and Fire Department of the City of Sunnyvale for Tenant to occupy the Premises) have been satisfied; and (e) subject to minor items which do not materially affect the usability of the Building, the Common Areas serving the Building are sufficiently complete to be usable by Tenant’s employees and customers (subject to completion of Tenant’s Tenant Improvements), but which Landlord shall use commercially reasonable efforts to cause to be completed within thirty (30) days after Substantial Completion. Upon Substantial Completion of the Expansion Space Warm Shell Improvements, Landlord and Tenant shall arrange a mutually convenient time, no later than five (5) business days after the Substantial Completion date, for Tenant and/or Tenant’s Architect (as defined below) and Landlord and/or Landlord’s Architect to conduct a walk-through inspection of the Warm Shell Improvements" . During the inspection, Landlord’s Architect shall occur upon compile a punchlist of items yet to be completed. Landlord shall use commercially reasonable efforts to complete the completion of punchlist items within thirty (30) days following the walk-through, and any unreasonable interference with the construction of the Expansion Space Tenant Improvements pursuant to while completing the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items work shall be completed by constitute a Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant ImprovementsDelay.

Substantial Completion. For purposes Landlord shall use commercially reasonable efforts to cause the Required Base Building Improvements to be Substantially Complete on or before February 1, 2014, subject to Force Majeure Events and Tenant Delays. Landlord will give Tenant at least thirty (30) days' prior written notice of the Third Amendment and this Tenant Work Letter: date on which the Required Base Building Improvements are anticipated to be Substantially Complete (the "Substantial Completion Date"). "Substantially Complete" or "Substantial Completion" shall mean that the Required Base Building Improvements have been substantially completed in accordance with the Building Plans and, with respect to the Warm Shell Improvements only, completed in accordance with the Building Plans except for minor omissions, mechanical adjustments and items of the Expansion Space Tenant Improvements" shall occur upon the type customarily found on an architectural punchlist that will not interfere with or delay completion of construction the Tenant Improvements ("Punchlist Items"). Landlord and Tenant shall then 'mange a mutually convenient time, no later than five (5) business days after the anticipated Substantial Completion Date specified in Landlord's notice, for Tenant and/or Tenant's Architect (as defined below) and Landlord and/or Xxxxxxxx, Xxxxxx and Xxxxxxx ("Landlord's Architect") to conduct a walk-through inspection of the Expansion Space Tenant Improvements pursuant Warm Shell Improvements. During the inspection, Landlord's Architect shall compile a list of the Punchlist Items yet to the Challenger Approved Working drawings be completed, which relate specifically to the Expansion Space Tenant Improvementslist shall be reviewed and approved by Tenant's Architect, with the exception of (A) any punch list items (i.e.such approval not to be unreasonably withheld, minor defects conditioned or conditions in the Expansion Space delayed. If Tenant Improvements that do not materially and adversely interfere with or Tenant's use Architect shall fail to inspect the Warm Shell Improvements within five (5) business days after the Substantial Completion Date specified in Landlord's notice, the Warm Shell Improvements shall be deemed completed and occupancy of satisfactory in all respects, and the Expansion Space for Substantial Completion Date shall be the permitted use date set forth in Landlord's notice. Landlord's failure to have Substantially Completed the Required Base Building Improvements by February 1,2014, subject to Force Majeure Events and Tenant Delays, shall be governed by the provisions of Section 2.2 of the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvements.

Substantial Completion. For purposes of (a) As used herein “Substantial Completion,” “Substantially Completed,” and any derivations thereof mean that (i) the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Leasehold Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, have been substantially completed in accordance with the exception of (A) any punch list items (i.e.Final CDs as determined by Architect, minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) Tenant can lawfully occupy the Premises for business purposes. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping and mechanical adjustments and other “punch-list” items remain to be completed. Tenant shall have the sole responsibility for obtaining any certificate of occupancy (or equivalent). When the Architect considers the Leasehold Improvements to be Substantially Completed, Tenant will notify Landlord and within five (5) business days thereafter, Landlord’s Representative and Tenant’s Representative shall conduct a walk-through of the Premises and identify any necessary touch-up work, repairs and minor completion items that are necessary for final completion of the Leasehold Improvements. Tenant shall use commercially reasonable efforts to cause the General Contractor performing the Leasehold Improvements to complete all punch-list items within thirty (30) days after agreement thereon. The date upon which Substantial Completion is achieved will be the “Substantial Completion of the Challenger BuildingDate” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions as that term is used in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease Lease. NOTWITHSTANDING THE ABOVE, SUBSTANTIAL COMPLETION OF THE LEASEHOLD IMPROVEMENTS IS NOT A CONDITION TO THE COMMENCEMENT DATE OR TENANT’S OBLIGATION TO PAY RENT (which punchlist items shall be completed by Landlord as provided in Section 3.3 belowOR TO PERFORM ANY OTHER OBLIGATIONS) UNDER THE LEASE), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvements.

Substantial Completion. For purposes Each Building shall be deemed "Substantially Complete" or to have achieved "Substantial Completion" upon the substantial completion of the Third Amendment Base Building and this the Tenant Work Letter: "Substantial Completion of Improvements in accordance with the Expansion Space Tenant Improvements" shall occur upon Plans and Specifications subject only to the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, with the exception of (A) any punch minor punch-list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do will not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space Premises for the Tenant's permitted use set forth under the Lease. Upon substantial completion of the Tenant Improvements, Landlord shall notify Tenant in writing and, within ten (10) business days of Tenant's receipt of such notice, Landlord and Tenant shall conduct a "walk through" inspection of the Premises and prepare a punch-list of known or apparent deficiencies or incomplete work required to be corrected or completed by Landlord pursuant to the Plans and Specifications. Landlord, at Landlord's sole cost and expense, shall cause all punch-list items to be repaired or completed as soon as possible, but in no event later than thirty (30) days following the walk through inspection. If Landlord fails to complete any of the punch-list items within such 30day period, then Tenant, in addition to its other rights and remedies under the Lease, after giving ten (which punchlist 10) business days written notice to Landlord, shall have the right, but not the obligation, to cause such punch-list items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawingscompleted, with the exception cost thereof plus ten percent (10%) for Tenant's overhead and supervision to be deducted from the next installment(s) of rent or other amounts payable by Tenant under the Lease. Latent or hidden defects shall he brought to Landlord's attention promptly upon Tenant's becoming aware of such defects. Landlord, at Landlord's (1or General Contractor's where applicable) any punch list items (i.e.sole cost and expense, minor shall promptly cause such defects or conditions in to be repaired following receipt of notice thereof, and Tenant shall have the Challenger Tenant Improvements that do not materially and adversely interfere same rights with Tenant’s use and occupancy of the Challenger Building for the permitted use respect thereto as set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, workherein for all other punch-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvementslist items.

Substantial Completion. For purposes of The terms “Substantial Completion” and “Substantially Complete” shall mean that: (a) Landlord’s Tenant Improvement Work has been completed in accordance with the Third Amendment and this Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, Final Plans with the exception of (A) any punch list items (i.e.insubstantial details of construction, minor defects mechanical adjustment, decoration or conditions in cosmetic items, the Expansion Space Tenant Improvements that do non-completion of which does not materially and adversely interfere with Tenant's use and occupancy of the Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building Premises (collectively, the “Punch List Work”); and (b) all sanitary, plumbing, electrical, heating, ventilating and air conditioning services to the Premises are operational to the extent necessary to provide reasonably adequate service to the Premises, subject to any Punch List Work necessary to such systems; and (c) Landlord shall deliver the Premises to Tenant with Landlord’s Tenant Improvement Work having been Substantially Completed in accordance with Section 3.3 (a) above, and in such condition as shall permit Tenant to immediately occupy the Premises for the Tenant’s permitted use under the Lease. Notwithstanding the foregoing, if occupancy is denied by the applicable governmental authority due solely to any item of Tenant’s FF&E Work not then being completed, then Landlord shall be deemed to have met the foregoing conditions set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 belowa), (2b) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3c) the fire suppression system of this Section 3.3, notwithstanding that occupancy is not then available to be installed Tenant. Landlord shall provide to Tenant written notice reasonably in the Challenger Building as part advance of the Challenger date when Landlord believes Substantial Completion shall occur. Within ten (10) days of receipt of Landlord’s notice of Substantial Completion, Tenant Improvementsshall inspect the Premises and identify in writing to Landlord the Punch List Work Tenant wishes Landlord to perform. Landlord shall review such list of Punch List Work and confer with Tenant to establish a mutually agreeable list of the Punch List Work. Landlord shall complete all Punch List Work within thirty (30) days following the date on which Landlord and Tenant agree on the list of Punch List Work.

Substantial Completion. For purposes “Substantial Completion” or “Substantially Completed” as used herein shall mean both (i) delivery of the Third Amendment and this a factually correct written notice to Tenant Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements pursuant to in the Challenger Approved Working drawings which relate specifically to Premises substantially in accordance with the Expansion Space Tenant Improvements, approved T.I. Plans and Specifications with the exception of (A) any punch list minor details of construction installation, decoration, or mechanical adjustments and punchlist items, which items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do will not materially and adversely interfere with Tenant's ’s use and occupancy of any portion of the Expansion Space Premises for the permitted use set forth in Section 5.1 of this Lease, such notice to be in substantially the form of Attachment “A” hereto, (ii) the City of Carlsbad has issued a final inspection approval, certificate of occupancy (or equivalent), a temporary certificate of occupancy (or equivalent) or other equivalent authorization, or Tenant has occupied and obtained the beneficial use of the Premises, and (iii) the Premises is vacant and broom clean. Substantial Completion shall be deemed to have occurred notwithstanding the requirement to complete “punchlist” items or similar minor corrective work. Tenant agrees that if Landlord shall be delayed in causing such work to be Substantially Completed as a result of any of the events described herein (or elsewhere in the Lease) as a “Tenant Delay,” then such delay shall be the responsibility of Tenant. In any such event, Substantial Completion shall be deemed to have occurred the earlier of: (a) the date of Substantial Completion or (b) the date when Substantial Completion would have occurred if there had been no Tenant Delay. Landlord shall not be required to work on an overtime basis. For the purposes of this Work Letter, a “Tenant Delay” is defined as any delay that actually delays Substantial Completion and directly results from: (1) Tenant’s failure to comply with any time frames set forth herein or in the Lease, (2) any changes in any stage of the T.I. Plans and Specifications requested by Tenant after Landlord’s and Tenant’s approval of such stage, including, without limitation, any Change Order or changes made to reduce the Preliminary Pricing Plan or the Estimated Construction Cost, (3) Tenant’s failure to furnish any documents required herein or approve any item or any cost estimates, the Preliminary Pricing Plan, the Estimated Construction Costs or any Change Orders, as required, and within the time frame set forth herein, (4) Tenant’s request for materials, finishes, or installations other than Landlord’s Building Standard items that Landlord previously informed Tenant would delay Substantial Completion and which punchlist items shall be completed actually do delay Substantial Completion, (5) Tenant’s failure to timely perform any act or obligation imposed on Tenant by Landlord the Lease or this Work Letter as provided in Section 3.3 belowand when requested thereunder or hereunder, (6) Tenant’s failure to assemble its systems furniture to satisfy fire and building inspector requirements to procure a certificate of occupancy (or equivalent); and or (B7) any tenant fixturesother delay otherwise caused by Tenant, work-stationsits officers, built-in furnituredirectors, owners, agents, invitees, permittees, employees or equipment contractors which operates to be installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “delay Landlord’s Substantial Completion of the Challenger Building” shall occur upon completion of construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor in the Challenger Building and (3) the fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvements, as reasonably determined by Landlord.