Common use of Tender of Possession Clause in Contracts

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s the date of execution and delivery of this Lease to Landlord, regardless of the date on which by Landlord countersigns this Lease and Tenant (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then: (a) the validity of this Lease shall not be affected or impaired thereby, ; (b) Landlord shall not be in default hereunder or be liable for damages therefor, ; and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance . After determination of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date, Landlord may send Tenant a commencement letter confirming the Commencement Date, the Expiration Date and any other variable terms of the expiration Lease. The commencement letter, which may be delivered by regular mail, shall become a part of this Lease and shall be binding on Tenant and Landlord if Tenant does not give Landlord notice of its disagreement with any of the provisions of such commencement letter within ten (10) days after the date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure . Occupancy of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent Rent. Tenant shall have access to the Premises twenty-four (24) hours per day, seven (7) days per week, with at least one (1) elevator being subject to call at all times for such purpose. Such access shall be subject, however, in all events, to the Building rules and Additional Rent.regulations

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of the entire Premises with (and the Work Substantially Completed other portions of the Property that Tenant has the right to use and/or occupy hereunder) to Tenant by no later than the Estimated Scheduled Delivery Date specified in the Basic Terms. The actual date on which such delivery of possession occurs is herein called the “Delivery Date;” provided, then however, that the Delivery Date will not occur prior to the Scheduled Delivery Date unless Tenant accepts delivery of possession, occupies or commences any construction activities or other work or business operations in the Premises prior to the Scheduled Delivery Date (any such date prior to the Scheduled Delivery Date on which Tenant accepts delivery of possession, occupies or commences any construction activities or other work or business operations in the Premises being the Delivery Date hereunder). For purposes of this Lease, Landlord’s tender of possession under this Lease will be effected and satisfied by Landlord’s delivery to Tenant of keys to the Premises, and Landlord’s permitting Tenant to access the Premises under this Lease. Landlord’s aforesaid tender of possession of the entire Premises (and the other portions of the Property that Tenant has the right to use and occupy hereunder) to Tenant will be for the purpose of permitting Tenant to (a) commence and perform construction of Tenant’s Improvements and the validity of this Lease shall not be affected or impaired therebyOther Tenant Work pursuant to Article 17, (b) Landlord shall not be in default hereunder or be liable for damages thereforinstall Tenant’s furniture, fixtures, equipment, personal property, trade fixtures and testing systems, and/or (c) Tenant shall accept possession use and occupy the Premises and the Property for all other purposes permitted under this Lease, including conducting Tenant’s business therein. Any occupancy of the Premises when Landlord tenders possession thereof to Tenant. and/or the Property by Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring is herein called “Early Occupancy.” All of the payment terms and conditions of this Lease, other than the obligations to pay Basic Rent and Additional RentTenant’s Share of Expenses (which obligations to pay Basic Rent and Tenant’s Share of Expenses shall not commence until the Commencement Date), shall apply to any Early Occupancy by Tenant (including the obligation to pay all utility costs incurred by Tenant in connection with Tenant’s use and occupancy of the Premises during any period of Early Occupancy in accordance with Article 17), even though the Commencement Date will not yet have occurred.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in within two business days following Landlord’s acquisition of the condition required by this Lease Project, which is anticipated to occur on or about February October 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2004 (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept take possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the PremisesProject, Tenant shall be deemed to have accepted the Premises Project in their its condition as of the date of such occupancy, subject to the performance completion of punch-list items that remain Landlord’s work to be performed by under Section 1 of Exhibit C hereto. Within ten days following Landlord, if any. Prior to occupying the Premises’s written request therefor, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E D hereto confirming (1) the Commencement Date, the Rent Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the PremisesProject, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter)Project; however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Occupancy of the Premises Project by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent. Prior to the Commencement Date, Landlord shall perform or cause to be performed the maintenance responsibilities with respect to the Project and shall pay for the operating expenses with respect to the Project. Following the Commencement Date, Tenant shall pay for such items as provided herein. If Landlord is unable to tender possession of the Project to Tenant, then the provisions of Section 25(l) shall also apply.

Tender of Possession. Landlord will use commercially reasonable efforts to achieve Substantial Completion and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of the Premises with the Work Substantially Completed to Tenant on or before the Projected Commencement Date. If Landlord is unable to achieve Substantial Completion of the Premises on or before the Projected Commencement Date for any reason, this Lease remains in full force and effect and Landlord is not liable to Tenant for any resulting loss or damage; provided, however, that (i) the Commencement Date will be extended automatically by one day for each day of the period after the Projected Commencement Date to the day on which Substantial Completion of the Premises occurs, less any portion of that period attributable to Tenant Delay; (ii) Tenant will be entitled to one day's free Basic Rent for each day of the period after the Projected Commencement Date to the day on which Substantial Completion of the Premises occurs, less any portion of the period attributable to Tenant Delay or any Force Majeure event; (iii) if the number of days from the Projected Commencement Date to the day on which Substantial Completion of the Premises occurs, excluding any days of delay attributable to Tenant Delay or any Force Majeure Event, exceeds 30 days, then Tenant will be entitled to two days' free Basic Rent for each such day in excess of 30 days (and such two days' free Basic Rent will be in lieu of, and not in addition to, the one day's free Basic Rent described in clause (ii) above); and (iv) if Substantial Completion of the Premises does not occur within three months after the Projected Commencement Date (plus any period of delay caused by Tenant Delay or any Force Majeure event), Tenant will have the right to terminate this Lease by delivering written notice of termination to Landlord not more than 30 days after such tender deadline date. Upon a termination under clause (iv) above, each party will, upon the other's request, execute and deliver an agreement in recordable form containing a release and surrender of all right, title and interest in and to this Lease; neither Landlord nor Tenant will have any further obligations to each other, including, without limitation, any obligations to pay for work previously performed in the Premises; all improvements to the Premises will become and remain the property of Landlord; and Landlord will refund to Tenant any sums paid to Landlord by Tenant in connection with this Lease. Such postponement of the commencement of the Term, free Basic Rent and termination and refund right will be in full settlement of all claims that Tenant might otherwise have against Landlord by reason of Landlord's failure to achieve Substantial Completion of the Premises by the Estimated Delivery Projected Commencement Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) . If Landlord shall not be in default hereunder or be liable for damages therefor, achieves Substantial Completion and (c) Tenant shall accept delivers possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access prior to the Premises as provided Projected Commencement Date, then Tenant may either accept such delivery (in Section 26.2. By occupying the Premises, Tenant shall which case such date will be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and hereunder) or may refuse to accept delivery until any date selected by Tenant that is no later than the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Projected Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional RentDate.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1May 15, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2018 (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then: (a) the validity of this Lease shall not be affected or impaired thereby, ; (b) Landlord shall not be in default hereunder or be liable for damages therefor, ; and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to TenantTenant provided, however, that the date in clause (b) of the “Commencement Date” definition in the Basic Lease Information, shall extend out day for day for each day of delay in such delivery. Tenant shall have early access Notwithstanding the foregoing, if Landlord is unable to tender possession of the Premises as provided in Section 26.2such condition to Tenant by June 15, 2018, then Tenant has the right to terminate this Lease by written notice delivered to Landlord. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items items, if any, that remain to be performed by Landlord, if any. Prior to occupying Upon the Premisesoccurrence of the Commencement Date, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming confirming: (1) the Commencement Date (as defined in the Basic Lease Information) and the expiration date of the initial Term, Term (as defined in the Basic Lease Information); (2) that Tenant has accepted the Premises, ; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease; provided further that Tenant’s failure to execute such document within ten (10) days of receipt thereof from Landlord shall be an Event of Default (as defined in Section 17) under this Lease and shall be deemed to constitute Tenant’s agreement to the contents of such document unless failure to execute is due to failure by Landlord to meet its obligations with respect to the Premises. Entry into Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent. Notwithstanding anything to the contrary, upon execution of this Lease by Landlord and Tenant, Tenant may elect to occupy Suite 280 in the Building (the “Temporary Space”) for Tenant to commence operation of its business to the extent contemplated in the Lease. Tenant’s use and occupancy of the Temporary Space shall be subject to all of the terms and conditions set forth in the Lease as if the Temporary Space were a part of the Premises for all purposes thereunder including, without limitation, the insurance and indemnity provisions set forth therein, except as follows: (a) The Temporary Space is being leased to Tenant in “AS IS” condition, without representation, warranty or covenant of or from Landlord and without any obligation of Landlord to construct any tenant improvements (including, without limitation, any signage) or provide any tenant allowance or other incentives of any kind or character whatsoever, except for minor flooring improvements of the Temporary Space to be made by Landlord. (b) The term for the Temporary Space shall commence on delivery of the Temporary Space to Tenant and shall expire on the earlier of: (a) the date on which Tenant occupies any portion of the Premises for the purpose of conducting business therein; and (b) the date that is one hundred twenty (120) days after the later of the Estimated Delivery Date or the actual date that Landlord delivers the Premises to Tenant. Tenant shall not be required to pay any Base Rent, Operating Costs, Taxes or Insurance in connection with Tenant’s occupancy of the Temporary Space, but Tenant shall pay Landlord for any and all after-hours HVAC or excess utility use in the manner required under Section 7, plus applicable Rent Tax thereon; (c) Tenant shall not be permitted to make any changes or modifications to the Temporary Space whatsoever without Landlord’s prior written consent and Additional Rentapproval which may be withheld in Landlord’s sole and absolute discretion; (d) Tenant shall not assign, sublet or otherwise encumber its right to use and occupy the Temporary Space; and (e) During Tenant’s use of the Temporary Space, Tenant shall be entitled to use ten (10) covered unreserved parking spaces in locations designated by Landlord, at no charge, subject to all other terms of this Lease governing parking. Tenant acknowledges that Landlord has made no representations or warranties, express or implied, concerning the tenant improvements presently existing at, or the condition of, the Temporary Space. Tenant shall not be permitted to enter, occupy or use the Temporary Space until Tenant furnishes Landlord with certificates of insurance evidencing that all of the insurance required to be maintained by Tenant under the Lease with respect to the Premises is in place to cover the Temporary Space. Upon the expiration of the term for the Temporary Space, Tenant shall at once remove all of its personal property from the Temporary Space and surrender the Temporary Space and the keys thereto to Landlord broom clean and in the same condition as when received from Landlord, normal wear and tear excepted.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in (with the condition required Work to be performed by this Lease Landlord therein, if any, Substantially Completed) on or about February December 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of 2000 (the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”"ESTIMATED DELIVERY DATE"). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (cb) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Notwithstanding the foregoing, if the Work in the Premises is not Substantially Completed by the Completion Termination Date, Tenant may terminate this Lease by delivering to Landlord written notice thereof at any time before the earlier of: (1) ten (10) days following the Completion Termination Date, or (2) the date on which the Work in the Premises is Substantially Completed. The termination right afforded to Tenant under this Section 3 shall have early access be Tenant's sole remedy for Landlord's failure to timely Substantially Complete the Work. Time is of the essence for delivery of Tenant's termination notice under this Section 3; accordingly, if Tenant fails timely to deliver any such notice, Tenant's right to terminate this Lease under Section 3 shall expire. As used herein, "Completed Termination Date" means one hundred fifty (150) days after the Estimated Delivery Date, plus the number of Tenant Delay Days and the number of Force Majeure Delay Dates. As used herein, "Force Majeure Delay Dates" means any delay in achieving Substantial Completion with respect to the Premises as provided Work for the reason specified in Section 26.225(c) of this Lease. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord, within ten days after Landlord has requested the same, a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure . Occupancy of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Rent, Additional Rent, and Taxes (each as defined herein).

Tender of Possession. Landlord will tender possession of the Premises to Tenant for Early Occupancy, as described above, upon execution of this Lease. Landlord and Tenant presently anticipate that possession of the entire Premises will be tendered to Tenant in the condition required by this Lease on or about February January 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2022 (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then: (a) the validity of this Lease shall not be affected or impaired thereby, ; (b) Landlord shall not be in default hereunder or be liable for damages therefor, ; and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying On or before the PremisesCommencement Date, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming confirming: (1) the Commencement Date and the expiration date of the initial Term, ; (2) that Tenant has accepted the Premises, ; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Tenant’s failure to execute such document within thirty (30) days of receipt thereof from Landlord shall be an Event of Default (as defined in Section 17) under this Lease and shall be deemed to constitute Tenant’s agreement to the contents of such document. Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 45 days following Tenant’s full execution and delivery of this Lease to LandlordLandlord and the issuance of all requisite building permits for the initial Work to be performed pursuant to Exhibit D hereto, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant, and (d) Tenant shall not be required to pay Rent for periods of time prior to the Commencement Date. Tenant shall have early access to the Premises as provided in Section 26.226.1. Notwithstanding the foregoing, if the Work in the Premises is not Substantially Completed by the Liquidated Damages Date (defined below). Tenant may offset from its Basic Rent obligations first accruing following the Commencement Date, liquidated damages equal to $945.73 per day for each day thereafter and ending on the day Landlord tenders possession of the Premises (with the Work to be performed by Landlord therein Substantially Completed). If the Work in the Premises is not Substantially Completed by the Completion Termination Date (defined below), Tenant may terminate this Lease by delivering to Landlord written notice thereof at any time before the earlier of (1) ten days following the Completion Termination Date or (2) the date on which the Work in the Premises is Substantially Completed. Time is of the essence for the delivery of Tenant’s termination notice under this Section 3; accordingly, if Tenant fails timely to deliver any such notice, Tenant’s right to terminate this Lease under this Section 3 shall expire. The abatement and termination rights afforded to Tenant under this Section 3 shall be Tenant’s sole remedies for Landlord’s failure to timely Substantially Complete the Work and tender possession of the Premises to Tenant. As used herein, “Liquidated Damages Date” means 120 days following Tenant’s full execution and delivery of this Lease to Landlord, plus the number of Tenant Delay Days and the number of Force Majeure Delay Days, “Completion Termination Date” means 270 days following Tenant’s full execution and delivery of this Lease to Landlord, plus the number of Tenant Delay Days and the number of Force Majeure Delay Days, and “Force Majeure Delay Days” means any delay in achieving Substantial Completion with respect to the Work for the reasons specified in Section 25.3 of this Lease. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (13) the Commencement Date and the expiration date of the initial Term, (24) that Tenant has accepted the Premises, and (35) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date Xxxx shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.. 1 000 XXXXXXXX XXXXXX XXXXXX, XX 00000

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February one (1, 2013 or, if later, 65 days following Tenant’s ) day after full execution and delivery of this Lease to Landlord, regardless and receipt by Landlord of the date on which Landlord countersigns this Lease all sums due at execution together with evidence of Xxxxxx’s insurance as required hereunder (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept not be obligated to pay Rent or perform any other obligation of Tenant under the terms of this Lease until Landlord delivers possession of the Premises when Landlord tenders possession thereof to Tenant, and any period of rent abatement that Xxxxxx would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Tenant would otherwise have enjoyed under the terms hereof. If possession is not delivered to Tenant shall have early access within thirty (30) days after the Estimated 1 Approved Texas Industrial Lease Form Based On Master Lease Version 22 Delivery Date for delivery of the Premises, Tenant may, at its option, by notice in writing to Landlord at any time following the end of said thirty (30) day period and prior to delivery of the Premises as provided in Section 26.2accordance with this Lease, cancel this Lease, in which event the parties shall be discharged from all obligations hereunder, except that Landlord shall promptly return to Tenant the Security Deposit and the Initial Monthly Payment, together with any other amounts paid by Tenant to Landlord in connection with this Lease. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by LandlordXxxxxxxx, if any. Prior to occupying the PremisesWithin ten (10) days after request by Landlord, Tenant Xxxxxx shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, and (2) that Tenant Xxxxxx has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord Subject to the terms and Tenant presently anticipate that conditions stated herein, if Landlord, for any reason whatsoever, cannot deliver possession of the said Premises will be tendered to Tenant in at the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery scheduled Commencement Date, then (a) the validity of this Lease shall not be affected void or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession voidable; no obligation of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed affected thereby; nor shall Landlord or Landlord’s agents be liable to have accepted Tenant for any loss or damage resulting therefrom; but in that event the Premises in their condition as commencement and termination dates of the Lease, and all other dates affected thereby shall be revised to conform to the date of such occupancyLandlord’s delivery of possession. The above is, however, subject to the performance provision that the period of punch-list items that remain to be performed by Landlord, if any. Prior to occupying delay of delivery of the Premises, Tenant Premises shall execute and deliver to Landlord a letter substantially in not exceed 30 days from the form latter of Exhibit E hereto confirming (1i) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the scheduled Commencement Date or otherwise invalidate (ii) the date this Lease is executed by all parties hereto (except those delays caused by Tenant, Acts of God, strikes, war, utilities, governmental bodies, weather, unavailable materials, and delays beyond Landlord’s control (“Force Majeure Delays”) shall be excluded in calculating such period) in which instance Tenant, at its option, may, by written notice to Landlord, terminate this Lease; provided Tenant submits said notice to Landlord prior to the expiration of said 60 day period as extended by Force Majeure Delays. Entry into Possession of the premises shall be deemed tendered and the term of the lease shall commence when the first of the following shall occur: (a) One day after a temporary Certificate of Occupancy or other Building signoff is granted by the proper governmental agency, or, if the governmental agency having jurisdiction over the area in which the Premises are situated does not issue certificates of occupancy, then the same number of days after certification by Landlord’s architect or contractor that Landlord’s construction work has been completed; or (b) Upon the occupancy of the Premises by any of Tenant’s operating personnel; or (c) When the Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent Improvements have been substantially completed for Tenant’s use and Additional Rentoccupancy; or (d) As otherwise agreed in writing.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2007 (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Rent Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Rent Commencement Date or otherwise invalidate this Lease. Entry into Occupancy of the Premises by any Tenant Party prior to the Rent Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Rent, Additional Rent, Taxes and Electrical Costs (each as defined herein).

Tender of Possession. Landlord and presently anticipates delivering to Tenant presently anticipate that possession of the Premises will be tendered with the Work Substantially Complete, broom clean (except with respect to Tenant any trash or debris from Tenant’s AV and IT Work) and substantially in compliance with the Working Drawings, and with the Building’s Systems serving the Premises in good working order and operating condition, and with the exterior windows and roof of the Premises leak-free and watertight, but otherwise in the condition required by this Lease Premises’ “as is” condition, on or about February September 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2024 (such later date being the “Estimated Delivery Date”). As of the Lease Date, Xxxxxxxx has not received any written notice of (i) any violation that remains pending with respect to any non-compliance of the Premises with applicable Laws, including, without limitation, the Disabilities Act (as defined below), or (ii) any actionable levels of Hazardous Materials (as defined below) existing at the Premises as of the Lease Date. In the event the City of Cambridge will not issue the Municipal Sign-Offs (as defined in Exhibit D hereto) due to any non-compliance of the Common Areas with applicable Laws, and such non-compliance was not caused by Tenant, Landlord shall correct such non-compliance at Landlord’s sole cost. If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then: (a) the validity of this Lease shall not be affected or impaired thereby, ; (b) Landlord shall not be in default hereunder or be liable for damages therefor, and hereunder; (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant; provided, however, if Landlord does not deliver the Premises in the condition required by this Lease within sixty (60) days after the Estimated Delivery Date, as extended for any Tenant Delays and any Force Majeure Events (as may be so extended, the “Late Delivery Date”), then Tenant shall be entitled to a per diem Base Rent credit, to be applied commencing on the Rent Commencement Date for each day after the Late Delivery Date that the Premises has not been delivered to Tenant in such required condition. Moreover, if Landlord does not deliver the Premises in the condition required by this Lease on the Estimated Delivery Date, (A) Tenant shall have early access the right to store its personal property (including furniture and equipment) in the portion of the Premises as provided in Section 26.2. By occupying on the Premises, fourth (4th) floor of the Building at no cost to Tenant; and (B) Tenant shall be deemed have the right to have accepted access and use the Premises in their condition server room, included as a part of the date of such occupancyTenant’s AV and IT Work, subject at no cost to the performance of punch-list items that remain to be performed by Tenant. Within ten (10) Business Days after a written request from Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter the Confirmation of Commencement Date Letter substantially in the form of Exhibit E F hereto confirming confirming: (1) the Commencement Date (as defined in the Basic Lease Information) and the expiration date of the initial Term, Term (as defined in the Basic Lease Information); (2) that Tenant has accepted the Premises, ; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord will exercise reasonable diligence in order to tender possession of the Premises to Tenant with Landlord’s Work Substantially Complete in accordance with the Work Letter on or before the Commencement Date set forth in the Basic Terms. If Landlord is unable to tender {00224903.DOC:8} 5 possession of the Premises to Tenant on or before the Commencement Date set forth in the Basic Terms for any reason other than Tenant Delay, the Commencement Date will be delayed by the number of days by which Landlord’s Work was so delayed, and this Lease will continue in full force and effect in accordance with its terms. The delay of the Commencement Date will be in full satisfaction of any claims Tenant presently anticipate might otherwise have as a result of such delay; provided, however, that if: (a) on or before August 15, 2017, possession of the Premises has not been tendered to Tenant in accordance with the terms of this Lease for any reason other than Tenant Delay or Force Majeure, then Tenant will be entitled to two (2) days of free Base Rent for each day between August 15 and August 31 that tender of possession of the Premises does not occur in accordance with the terms hereof (such amount will be credited against the next due installments of Rent); and (b) on or before September 1, 2017, possession of the Premises has not been tendered to Tenant in accordance with the terms of this Lease for any reason other than Tenant Delay or Force Majeure, then Tenant will be entitled to one (1) full month of free Base Rent, plus one (1) day of free Base Rent for each day after August 31, 2017, that possession of the Premises does not occur in accordance with the terms hereof (such amount will be tendered to Tenant in credited against the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery next due installments of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”Rent). If Landlord for any reason other than Tenant Delay or Force Majeure the Commencement Date does not tender occur on or before September 30, 2017, then Tenant will have the right, at its election, to (i) continue to accrue the one (1) day of free Base Rent specified in clause (b) above until possession of the Premises is delivered to Tenant in accordance with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then (a) the validity terms of this Lease, or (ii) terminate this Lease shall not be affected or impaired therebyupon written notice to Landlord, (b) Landlord shall not be in default hereunder or be liable for damages thereforgiven at any time after September 30, 2017, and (c) Tenant shall accept possession prior to delivery of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of which event Landlord will promptly return any Security Deposit and prepaid Rent paid by Tenant, such occupancy, subject to the performance of punch-list items that remain termination to be performed by effective on Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form ’s receipt of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rentnotice thereof.

Tender of Possession. If Landlord and shall be unable to deliver to Tenant presently anticipate that possession of the Demised Premises will (in the condition as called for in Section 2(B) hereof) on the Anticipated Commencement Date by reason of the fact that the Demised Premises are located in the Building which is to be tendered constructed and the Building has not been sufficiently completed to make the Demised Premises ready for delivery to Tenant as called for in Section 2(B) hereof, or if the Landlord is unable to give Tenant possession of the Demised Premises on the Anticipated Commencement Date by reason of the holding over or retention of possession by any tenant or occupant, or for any other reason, Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, the Rent herein reserved and covenanted to be paid by Tenant shall xxxxx and not commence to be due and payable until Landlord delivers to Tenant possession of the Demised Premises as called for in Section 2(B) hereof; and no such failure of Landlord to deliver possession on the Anticipated Commencement Date shall affect the validity of this Lease or otherwise affect the obligations of Tenant hereunder. If permission is given by Landlord to Tenant to enter into the possession of all or a portion of the Demised Premises, or to occupy space other than the Demised Premises, prior to the Commencement Date of this Lease, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease except as may be otherwise agreed in writing by Landlord and Tenant. If Landlord is prevented from or delayed in delivering possession of the Demised Premises to Tenant in the condition called for in Section 2(B) hereunder due to any Tenant Delays (as hereinafter defined in Exhibit “C”),. then the Commencement Date of the Lease shall be the date, as reasonably determined by Landlord, that the Demised Premises could have been delivered to Tenant absent the Tenant Delays. Notwithstanding the foregoing, in the event that Landlord has failed to deliver the Demised Premises in the condition required by this Lease in Section 2(B) hereunder on or about February before April 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2008 (such later date being the “Estimated Outside Delivery Date”). If Landlord does , and said failure has not tender possession been caused by any Tenant Delays or Force Majeure Delays (as those terms are defined in Exhibit “C” of the Premises with Lease) and, provided no Event of Default of Tenant should exist under the Work Substantially Completed to Tenant by the Estimated Delivery DateLease, beyond any applicable notice and cure period, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed entitled to have accepted the Premises terminate this Lease in their condition as of the date its sole discretion upon written notice to Landlord, and Landlord shall, within ten (10) business days after receipt of such occupancytermination notice, subject return to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date all Rent payments and the expiration date of the initial Term, (2) Security Deposit that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect have been delivered to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional RentLandlord.

Tender of Possession. Except as provided below, Tenant accepts the Premises in its "as is" condition, and Landlord shall not be obligated to make any modifications or improvements to the Premises. Landlord shall use commercially reasonable efforts to complete within thirty (30) days after the Commencement Date, the following items: (a) ensure that all dock doors and dock levelers are in working order, (b) remove all debris in the Premises that is located in the Premises prior to the date Tenant presently anticipate that possession enters the Premises or which is created by Landlord in completing the repairs described in this sentence or in completing the Seismic Retrofit (as defined below), (c) replace the roof membrane of the Premises will be tendered and (d) remove the existing refrigeration unit from the Premises. In addition, Landlord shall have the right, but not the obligation, - to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless perform a seismic retrofit of the date on which Landlord countersigns this Lease Premises (such later date being the “Estimated Delivery Date”"Seismic Retrofit"). If Landlord does not tender possession elects to complete the Seismic Retrofit, Landlord shall use commercially reasonable efforts to complete the seismic retrofit within thirty (30) days after the Commencement Date. The scope of the Seismic Retrofit and the alterations made to the Premises with to complete the Work Substantially Completed Seismic Retrofit shall be determined by Landlord, in Landlord's sole discretion. The work to Tenant be completed by Landlord pursuant to this section shall be completed by Landlord, at Landlord's sole cost and expense, and the Estimated Delivery Date, then (a) the validity cost of this Lease completing such items shall not be affected or impaired thereby, deducted from the Improvement Allowance (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially term is defined in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect Work Letter Agreement attached to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent).

Tender of Possession. Landlord and Tenant presently anticipate that shall tender possession of the Premises will be tendered entire Project to Tenant in on the condition required by this Lease on or about February earlier to occur of (a) the date that is 30 days following Landlord’s receipt of written notice from Tenant requesting that Landlord tender possession of the entire Project to Tenant and (b) January 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2015 (such later earlier date being referred to herein as the “Estimated Delivery Date”). If Landlord does not tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises entire Project in their condition as of the date of such occupancy, Delivery Date subject to the performance obligations of punchLandlord under this Lease. After the occurrence of the Delivery Date, the Commencement Date, the First Must-list items that remain to be performed by Take Commencement Date and the Second Must-Take Commencement Date, and within 10 business days after Landlord, if any. Prior to occupying the Premises’s written request therefor, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming (1A) the Delivery Date, the Commencement Date, First Must-Take Commencement Date and/or the Second Must-Take Commencement Date, as applicable, and the expiration date of the initial Term, (2B) with respect to the initial confirmation letter confirming the Delivery Date, that Tenant has accepted the Premisesentire Project, and (3C) that to the best of Tenant’s knowledge (and without limiting Tenant’s rights under this Lease), Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in entire Project as of such letter)date; however, the failure of the parties to execute such letter shall not defer the Delivery Date, the Commencement Date, First Must-Take Commencement Date and/or the Second Must-Take Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party on or prior to the Delivery Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent and Tenant’s repair and maintenance obligations. Entry into the Premises by any Tenant Party between the Delivery Date and the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent; provided, however, Tenant’s repair and maintenance obligations shall commence as of the Delivery Date. For the avoidance of doubt, Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent shall not commence until the occurrence of the Commencement Date. Notwithstanding any other provision of this Lease, Landlord covenants and agrees that it shall deliver or cause to be delivered the entire Project on the Delivery Date in a vacant, clean and broom swept condition. The parties acknowledge and agree that the undertaking of Tenant’s Work in the Premises or any part thereof does not in and of itself constitute material occupancy of all or any portion of the Premises, nor the conduct of business by Tenant for the purpose of determining the occurrence of the Commencement Date, the First Must-Take Commencement Date and the Second Must-Take Commencement Date, as the case may be. From and after the Lease Date and subject to the terms and provisions of this Lease, Landlord shall maintain and operate the Project in substantially the same manner as prior to the Lease Date pursuant to its normal course of business.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Initial Premises will be tendered to Tenant in the condition required by this Lease on or about February January 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2006 (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Initial Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then: (a) the validity of this Lease shall not be affected or impaired thereby, ; (b) Landlord shall not be in default hereunder or be liable for damages therefor, ; and (c) Tenant shall accept possession of the Initial Premises when Landlord tenders possession thereof to Tenant. Notwithstanding the foregoing, in the event Landlord fails to deliver possession of the Initial Premises in the condition required by this Lease on or before to June 30, 2006 (the “Delivery Date Deadline”), then Tenant shall have early the right to terminate this Lease at any time within the thirty (30) day period following such Delivery Date Deadline by providing written notice of such election to Landlord. Notwithstanding the foregoing, the Delivery Date Deadline shall be extended one day for each Tenant Delay Day (as defined in Exhibit D). Further notwithstanding the foregoing, Tenant may have access to the Premises one hundred twenty (120) days prior to OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc. 1 the Initial Premises Commencement Date for purposes of installing furniture, fixtures and equipment; provided, however, if Tenant interferes with Landlord’s performance of the Work (as provided defined in Section 26.2Exhibit D), then each such day of delay shall be a Tenant Delay Day. Landlord agrees to advise Tenant in writing approximately fifteen (15) days prior to the date Landlord believes it will tender possession of the Initial Premises to Tenant in the condition required hereunder. Tenant acknowledges that tenant improvement work shall be performed on the entire Premises at the commencement of the Lease Term, but that it shall have no right to occupy the Must Take Space until the Must Take Space Commencement Date. If Tenant occupies the Must Take Space prior to such date, it shall be obligated to pay Base Rent and all other amounts due under the Lease for such period of occupancy. By occupying any portion of the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to latent defects, if any, for which notice is given to Landlord within six (6) months of the applicable Commencement Date, and the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying any portion of the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming confirming: (1) the Initial Premises Commencement Date and Must Take Space Commencement Date (each as defined in the Basic Lease Information) and the expiration date of the initial Term, Term (as defined in the Basic Lease Information); (2) that Tenant has accepted the PremisesPremises subject to latent defects, if any, for which notice is given to Landlord within six (6) months of the applicable Commencement Date; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Initial Premises Commencement Date or otherwise invalidate this Lease. Entry into Tenant’s failure to execute such document within ten (10) days of receipt thereof from Landlord shall be deemed Tenant’s agreement to the contents of such document. Occupancy of any portion of the Premises by any Tenant Party prior to the Initial Premises Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February before November 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of 2001 (the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”"ESTIMATED DELIVERY DATE"). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Notwithstanding the foregoing and except in the event of a Casualty (as defined in Section 16 hereof), if the Work in the Premises is not Substantially Completed by the Liquidated Damages Date (as defined below), Tenant shall have early access may offset from its Basic Rent obligations first accruing following the Commencement Date, liquidated damages equal to the sum of (1) $9,052.08 per day for each day thereafter and ending on the day Landlord tenders possession of the Premises (with the Work to be performed by Landlord therein Substantially Completed), and (2) an amount equal to any holdover rent (it being understood that holdover rent shall be limited to the premium in excess of the rent payable by Tenant in the last month of the term of such lease) for which Tenant may incur as provided in EXHIBIT M hereto. Landlord shall be entitled to reduce liquidated damages due to Tenant pursuant to the preceding sentence to the extent (y) Landlord's failure to timely tender possession of the Premises is due (whether whole or in part) to the failure of Ground Lessor (as defined in Section 26.229(b)) to fulfill its obligations under the Ground Lease, and (z) Landlord receives an abatement of the ground rent payable under the Ground Lease by reason of Ground Lessor's failure to perform its obligations under the Ground Lease. The reduction of liquidated damages shall be in an amount equal to the full amount of the ground rent abatement received by Landlord under the terms of the Ground Lease. As used herein, "Liquidated Damages Date" means the next succeeding date after the Estimated Delivery Date, plus the number of Tenant Delay Days, if any and the number of Force Majeure Delay Days (as defined in EXHIBIT D hereto), such Force Majeure Delay Days not to exceed 60 days for purposes of determining the Liquidated Damages Date. In the event that Landlord determines or reasonably anticipates during the month of August, 2001, that the Work will not be completed by the Estimated Delivery Date, then Landlord shall (A) deliver to Tenant on or before September 1, 2001, written notice thereof and (B) deliver to Tenant on or before November 1, 2001, a lease proposal for temporary space containing the following basic terms and conditions: SUBSTITUTE PREMISES: approximately 100,000 rentable square feet of contiguous, warehouse space; LOCATION: within a radius of 15 miles of 2075 Diplomat Drive, Dallas, Texas 75234, and within a triple Freepoxx xxx xxxxxxxxx xxxx; XXXXXX OF POSSESSION DATE: on or before December 1, 2001; TERM: to be mutually determined by Landlord and Tenant by revising the Estimated Delivery Date of the Premises; and BASIC RENT RATE: the prevailing market rental rate for space of equivalent quality, size, utility and location; provided, however, such prevailing market rental rate shall not take into account the length of the term and shall not exceed an annual Basic Rent rate per rentable square foot of $4.75 industrial gross if the Substitute Premises is in a building owned by Landlord or the delay in the Commencement Date is due to a Landlord delay; otherwise, such rate shall be $5.90 industrial gross. If Tenant accepts Landlord's lease proposal and elects to lease the Substitute Premises, then Landlord and Tenant shall execute a lease on the terms set forth herein; however, Tenant shall accept the Substitute Premises in an "AS-IS" condition and Landlord shall not provide to Tenant any allowances. Landlord shall reimburse Tenant for Tenant's reasonable out-of-pocket expenses for moving Tenant's furniture, equipment and inventory from 2055 Diplomat Drive, Dallas, Texas, 2075 Diplomat Drive, Dallas, Texxx xxx 0000 Xxxx Xxxxxx Xxxx, Xxxxolxxxx, Xxxxx xx xxx Xxxxxxxxxx Xxxxises. Xx Xxxxxx xxxxxx xxx to lease the Substitute Premises on the basic terms and conditions set forth herein, then Landlord shall have no further obligation to provide such lease proposal hereunder. The rights afforded to Tenant under this Section 3 shall be Tenant's sole remedy for Landlord's failure to timely Substantially Complete the Work. By occupying the PremisesPremises following Substantial Completion of the Work, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying Within five days following the PremisesCommencement Date, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit EXHIBIT E hereto confirming (1A) the Commencement Date and the expiration date of the initial Term, (2B) that Tenant has accepted the Premises, and (3C) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Tenant shall be permitted access to the Premises on or about October 1, 2001 and continuing until the Commencement Date for the purpose of installation of its equipment and fixtures; provided, however, such early access to the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional RentRent and further subject to the approval of Ground Lessor.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, deliver and (c) Tenant shall accept possession of the Premises when in its present AS-IS condition (provided that Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided must complete all Additional Landlord Improvements listed in Section 26.27 of Exhibit D prior to December 1, 2019), broom clean and free of work materials, debris and any prior occupant’s furniture or personal property (“Delivery Condition” and such delivery, “Delivery” and the date of actual Delivery, the “Delivery Date”) within three (3) business days following request by Tenant, provided, however, that if Tenant has not so requested Delivery as of September 1, 2019 (the “Outside Delivery Date”), the Delivery Date will be deemed to occur on the Outside Delivery Date. By occupying The parties anticipate that Delivery Date will be the Premises, Anticipated Delivery Date set forth in the Basic Lease Information (but such date is an estimate only and will not bind Landlord or Tenant) the execution of the Lease. Tenant shall be deemed to have accepted the Premises in their AS-IS condition as of the date of such occupancy, subject to Delivery Date. The “Lease Commencement Date” shall be established in accordance with the performance of punch-list items that remain to be performed by Landlord, if anyBasic Lease Information. Prior to occupying Within ten (10) Business Days following the PremisesCommencement Date, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming confirming: (1) the Commencement Date (as defined in the Basic Lease Information) and the expiration date of the initial Term, Term (as defined in the Basic Lease Information); (2) that Tenant has accepted the Premises, Premises in their Delivery Condition; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter)Premises; however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Tenant’s failure to execute such document within ten (10) days of receipt thereof from Landlord shall be deemed Tenant’s agreement to the contents of such document. Any use of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent Rent. As used herein, “Landlord Delay” shall mean an actual delay in the performance of the Tenant Improvements resulting from the acts or omissions of Landlord (or Landlord’s contractors, representatives, vendors, or employees) including, but not limited to (i) failure of Landlord to timely approve or disapprove any construction documents as required pursuant to this Lease; (ii) unreasonable and Additional Rentmaterial interference by Landlord, its employees, agents, vendors, representatives or contractors with the completion of the Tenant Improvements (including the impairment of Tenant’s contractors’ or vendors’ or employees’ access to the Premises, failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction of the Tenant Improvements and/or the movement of materials and personnel to the Premises for such purpose), whether such failure is due to the competing needs of other tenants, or Landlord, or otherwise; provided that it shall not be deemed unreasonable and material interference to the extent the allocation of such resources is equitable amongst the tenants needing to use such resources; and (iii) delays due to the acts or failures to act of Landlord, its employees, agents, vendors, representatives or contractors with respect to payment of the Tenant Improvement Allowance. Tenant will use reasonable efforts to mitigate the effects of any Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If Tenant contends that a Landlord Delay has occurred, Tenant shall notify Landlord in writing (the “Delay Notice”) of the event which constitutes Landlord Delay; such notice may, for the purposes of this Section 3(a) be via electronic mail to Landlord’s construction representative described in Exhibit D attached hereto. If the actions or inactions or circumstances described in the Delay Notice are not cured by Landlord within two (2) business day after Landlord’s receipt of the Delay Notice, then a Landlord Delay, as applicable, shall be deemed to have occurred commencing as of the expiration of the two (2) business day period.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February July 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2014 (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then: (a) the validity of this Lease shall not be affected or impaired thereby, ; (b) Landlord shall not be in default hereunder or be liable for damages therefor, ; and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming confirming: (1) the Commencement Date (as defined in the Basic Lease Information) and the expiration date of the initial Term, Term (as defined in the Basic Lease Information); (2) that Tenant has accepted the Premises, ; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter)Premises; however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Tenant’s failure to execute such document within ten (10) days of receipt thereof from Landlord shall be an Event of Default (as defined in Section 17) under this Lease and shall be deemed to constitute Tenant’s agreement to the contents of such document. Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February July 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2008 (such later date being the “Estimated Early Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Early Delivery Date, then then: (a) the validity of this Lease shall not be affected or impaired thereby, ; (b) Landlord shall not be in default hereunder or be liable for damages therefor, ; and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant may take possession of the Premises on the Early Delivery Date, but the Term of the Lease shall have early access not actually commence until the Commencement Date. Tenant affirms that occupancy of the Premises by Tenant prior to the Premises as provided in Section 26.2Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Rent. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming confirming: (1) the Early Delivery Date, the Commencement Date (as defined in the Basic Lease Information) and the expiration date of the initial Term, Term (as defined in the Basic Lease Information); (2) that Tenant has accepted the Premises, ; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Early Delivery Date, the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior Tenant’s failure to either (x) execute such document within ten (10) days of receipt thereof from Landlord or (y) deliver written objections to the Commencement Date terms of such document to Landlord within ten (10) days of receipt thereof from Landlord shall be subject deemed Tenant’s agreement to all the contents of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rentsuch document.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February November 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2004 (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying Within five days after the PremisesCommencement Date, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Rent, Additional Rent, Taxes and Electrical Costs (each as defined herein). Landlord agrees to promptly correct and complete any punch-list items.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 two business days following after the latest to occur of the following: (a) Tenant’s full execution and delivery of this Lease to Landlord, regardless (b) approval of the date on which Working Drawings, and (c) Tenant’s delivery to Landlord countersigns this Lease of evidence of the insurance required in Section 11.1 below (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a1) the validity of this Lease shall not be affected or impaired thereby, (b2) Landlord shall not be in default hereunder or be liable for damages therefor, and (c3) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Notwithstanding the foregoing, if the Premises are not tendered to Tenant by the Liquidated Damages Date, Tenant may offset from its Basic Rent obligations first accruing following the Commencement Date, liquidated damages equal to one day of Basic Rent per day for each day thereafter and ending on the day Landlord tenders possession of the Premises. The abatement rights afforded to Tenant under this Section 3 shall have early access be Tenant’s sole remedy for Landlord’s failure to tender possession of the Premises by the Estimated Delivery Date. As used herein, “Liquidated Damages Date” means thirty (30) days after the Estimated Delivery Date, plus the number of Tenant Delay Days and the number of Force Majeure Delay Days. As used herein, “Tenant Delay Days” means each day of delay in the performance of the Work which is directly attributable to the Premises as provided affirmative acts or willful refusal to reasonably cooperate of Tenant or the employees, agents or contractors of Tenant, and “Force Majeure Delay Days” means each day of delay in the performance of the Work that occurs for the reasons specified in Section 26.225.3 of this Lease. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1A) the Commencement Date and the expiration date of the initial Term, (2B) that Tenant has accepted the Premises, and (3C) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letterletter that are the responsibility of Landlord pursuant to the express terms and conditions of this Lease); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.Rent and before Tenant may occupy the Premises to conduct business therein, Tenant shall, at its expense, obtain and deliver to Landlord a certificate of occupancy from the appropriate governmental authority for the Premises. 1 0000 XXXXXXXX XXXXXXX – XXXXX XXXXXXXX XXXXX, XX 00000 4812-0074-7958.V2

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February December 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of 2006 (the date on which Landlord countersigns this Lease (such later date being the “"Estimated Delivery Date”"). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant Landlord shall execute and deliver to Landlord Tenant for its execution and delivery a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date an Acceptance of the initial TermPremises Memorandum, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional RentRent (each as defined herein).

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in (with the condition required Work to be performed by this Lease Landlord therein, if any, Substantially Completed) on or about February 1September 15, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of 1999 (the date on which Landlord countersigns this Lease (such later date being the “"Estimated Delivery Date”"). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (cb) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute xxxxx xxecute and deliver to Landlord, within ten days after Landlord has requested the same, a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure . Occupancy of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Rent, Additional Rent, Taxes and Electrical Costs (each as defmed herein).

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February July 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2006 (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then then: (a) the validity of this Lease shall not be affected or impaired thereby, ; (b) Landlord shall not be in default hereunder or be liable for damages therefor, ; and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to TenantTenant in the condition required by this Lease. Tenant hereby accepts the Premises in their “AS-IS” condition and Landlord shall have early access no obligation to the Premises as provided in Section 26.2. By perform any work therein (including demolition of any improvements existing therein or construction of any tenant finish-work or other improvements therein, and by occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancyCommencement Date, subject to latent defects for which notice is given to Landlord within one (1) year of the performance Commencement Date. Upon establishment of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the PremisesCommencement Date, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming confirming: (1) the Commencement Date (as defined in the Basic Lease Information) and the expiration date of the initial Term, Term (as defined in the Basic Lease Information); (2) that Tenant has accepted the Premises, subject to only latent defects as set forth above; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter)Premises; however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Tenant’s failure to execute such document within ten (10) days of receipt thereof from Landlord shall be deemed Tenant’s agreement to the contents of such document. It is specifically understood and agreed that CK Windward #2, LLC, Landlord’s predecessor in interest and IMNET Systems, Inc., predecessor in interest to McKesson Information Solutions, LLC (“McKesson”) are parties to that certain Office Lease Agreement dated April 3, 1996, as amended (“Existing Lease”), pursuant to which McKesson is the tenant of portions of the Premises. Likewise, it is understood and agreed that by the terms of that certain Sublease dated March 22, 1999 (“Existing Sublease”), HBO & Company of Georgia, predecessor in interest to IMNET Systems, Inc., and predecessor in interest to McKesson, sublet portions of the Premises by any to Tenant. The obligations of Landlord and Tenant Party prior hereunder are specifically conditioned upon Landlord and Tenant being able to enter into one or more written agreements in form and content satisfactory to Landlord and Tenant, respectively, terminating the Existing Lease as to those portions of the Premises that are subject to this Lease effective June 30, 2006 and the Existing Sublease effective June 30, 2006, which agreements shall be entered into within forty-five (45) days of the Effective Date (as hereinafter defined) of this Lease. In the event Landlord and Tenant are unable to enter into such written agreement(s) with McKesson within forty-five (45) days of the Effective Date, then either party shall notify the other in writing, in which event the sole remedies shall be to either: (i) enter into a mutually acceptable revision to the Commencement terms of this Lease, or (ii) cancel this Lease upon ten (10) days written notice to the other party. The Effective Date shall be subject to all of the provisions of this Lease excepting only those requiring shall be the payment date upon which the last party to execute this Lease has done so, as evidenced by the date noted below its signature. In addition to the foregoing, if Landlord has not tendered possession of Basic Rent and Additional Rentthe Premises to Tenant by August 1, 2006, then Tenant shall have the right, as its sole remedy, to terminate this Lease as to the portion of the Premises that is not delivered by giving written notice to Landlord at any time after August 1, 2006; provided, however, that Landlord shall have the right to negate such termination in the event Landlord tenders possession as to the portion not previously delivered to Tenant within thirty (30) days of Tenant’s notice of termination.

Tender of Possession. If Landlord and shall be unable to deliver to Tenant presently anticipate that possession of the Demised Premises will (subject to the conditions as called for in Section 2(B) hereof) on the Commencement Date of the Stated Term hereof by reason of the holding over or retention of possession by any tenant or occupant, or for any other reason, Landlord shall not be tendered subject to any liability for the failure to give possession on said date. Under such circumstances, the Rent herein reserved and covenanted to be paid by Tenant shall axxxx and not commence to be due and payable until Landlord delivers to Tenant possession of the Demised Premises as called for in Section 2(B) hereof; and no such failure of Landlord to deliver possession on the Commencement Date of the Stated Term shall affect the validity of this Lease or otherwise affect the obligations of Tenant hereunder, except that in such event the date of expiration of the Stated Term hereof shall be extended by the same number of days that shall elapse from the Commencement Date specified in Section 1(B) until the end of the calendar month in which possession of the Demised Premises is delivered to Tenant as called for in Section 2(B), such delivery date to be established by written notice from Landlord to Tenant. If permission is given by Landlord to Tenant to enter into the possession of all or a portion of the Demised Premises, or to occupy space other than the Demised Premises, prior to the Commencement Date of this Lease, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease except as may be otherwise agreed in writing by Landlord and Tenant. If Landlord is prevented from or delayed in delivering possession of the Demised Premises to Tenant in the condition required by this Lease on or about February 1called for in Section 2(B) hereunder due to any Tenant Delays (as hereinafter defined), 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless then the Commencement Date of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired therebythe date, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed reasonably determined by Landlord, if any. Prior that the Demised Premises could have been delivered to occupying Tenant absent the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional RentDelays.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February April 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2007 (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then: (a) the validity of this Lease shall not be affected or impaired thereby, ; (b) Landlord shall not be in default hereunder or be liable for damages therefor, ; and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming confirming: (1) the Commencement Date (as defined in the Basic Lease Information) and the expiration date of the initial Term, Term (as defined in the Basic Lease Information); (2) that Tenant has accepted the Premises, ; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Tenant’s failure to execute such document within ten (10) days of receipt thereof from Landlord shall be an Event of Default (as defined in Section 17) under this Lease and shall be deemed Tenant’s agreement to the contents of such document. Notwithstanding the foregoing, Landlord grants to Tenant and Tenant’s contractors access to the Premises during the three (3) weeks prior to the Commencement Date (“Early Access”) for the purpose of installing Tenant’s furniture, fixtures and equipment provided that such Early Access is coordinated with Landlord and Landlord’s contractors and that it shall in no way interfere with or delay Landlord’s completion of the improvements to the Premises or violate code restrictions. Tenant and its contractors shall observe all rules and regulations of the Building, including Landlord’s insurance requirements. Tenant’s Early Access is subject to all of the terms and conditions of this Lease. Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease (i.e., with Substantial Completion having occurred) on or about February 1January 15, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of 2010 (the date on which Landlord countersigns this Lease (such later date being the “"Estimated Delivery Date”"). If Landlord does not tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Notwithstanding the foregoing, (i) if Landlord does not tender possession of the Premises with Substantial Completion having occurred on or prior to April 30, 2010 (which date shall be extended day-for-day in the event of (i) Tenant's failure to deliver to Landlord a copy of this Lease executed by Tenant on or before February 2, 2009, (ii) a Tenant Delay Day, or (iii) delays caused by one or more of the events described in Section 26(c) hereof [ to the extent permitted therein, but only to the extent that any of such matters has delayed Substantial Completion]), then Tenant shall be entitled to receive an abatement of two (2) day's rent for each day thereafter until such time as Landlord tenders possession of the Premises to Tenant in such condition; and (ii) if Landlord does not tender possession of the Premises with Substantial Completion having occurred on or prior to November 1, 2010 (which date shall be extended day-for-day in the event of Tenant's failure to deliver to Landlord a copy of this Lease executed by Tenant on or before February 2, 2009, or (ii) a Tenant Delay Day, but not for delays caused by one or more of the events described in Section 26(c) hereof), Tenant shall have early access the option to terminate this Lease by written notice to Landlord at any time before the date Landlord tenders possession of the Premises as provided to Tenant in Section 26.2the condition required by this Lease, in which event all prepaid rents and deposits shall be returned to Tenant and Tenant shall have no further obligations or liabilities under this Lease. By occupying the Premises, . Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any, latent defects to be repaired pursuant to Exhibit D and any repairs, restorations or maintenance to be performed by Landlord pursuant to the terms of this Lease. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the initial construction of the Premises pursuant to Exhibit D hereof (except for punch-list items specified in such letter); , and latent defects to be repaired pursuant to Exhibit D): however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Landlord shall furnish to Tenant a certificate of occupancy from the applicable governmental authorities. Notwithstanding the foregoing, Tenant shall cooperate fully with Landlord in Landlord’s effort to obtain such certificate of occupancy. Tenant shall furnish to Landlord certificate(s) of insurance required pursuant to Section 12(a) hereof before commencing business in the Premises. Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1January 3, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2006 (such later date being the “Estimated Delivery Date”), free and clear of any occupancy rights of third parties. If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then, provided Landlord uses diligent good faith efforts to tender possession of the Premises in such condition as soon thereafter as is practicable, (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the PremisesWithin ten days after request by Landlord, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into This Lease shall create the relationship of landlord and tenant between Landlord and Tenant; no estate shall pass out of Landlord, and Tenant has only a usufruct which is not subject to levy or sale. Landlord discloses to Tenant, and Tenant acknowledges, that Landlord is the owner of record of the Building and of the Premises and that iStar Real Estate Services (the “Manager”) is authorized to manage the Building and the Premises on behalf of Landlord. The address of Landlord and the address of the Manager is set forth in the Basic Lease Information. Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent, Additional Rent and Additional RentTaxes (each as defined herein). In the event the Premises have been vacated by the prior tenant prior to the Estimated Delivery Date, if and to the extent permitted by applicable laws, rules and ordinances, Tenant shall have the right to enter the Premises prior to the Estimated Delivery Date in order to perform the Work pursuant to the Work Letter attached hereto as Exhibit D and otherwise prepare the Premises for occupancy.

Tender of Possession. Landlord and Tenant presently anticipate that will tender possession of the Premises will be tendered to Tenant in the its current “as-is” condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s upon full execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”)Lease. If Landlord does not tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their “as-is” condition as of the date of such occupancytender of possession and Landlord shall have no obligation to perform any work therein (including demolition of any improvements existing therein or construction of any tenant finish work or other improvements therein), subject and Landlord shall not be obligated to reimburse Tenant or provide an allowance for any costs related to the performance demolition or construction of punch-list items that remain to be performed by Landlordimprovements therein except as expressly provided in Exhibit D attached hereto. Promptly following the Commencement Date, if any. Prior to occupying the Premises, Landlord and Tenant shall execute and deliver to Landlord each other a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations pre-Commencement Date obligations, if any, with respect to the Premises (except for punch-list items specified in such letter)Premises; however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into During Tenant’s possession of the Premises by any prior to the Commencement Date, Tenant Party shall have the right to construct tenant improvements (pursuant to the Work Letter set forth in Exhibit D), install telecommunications systems and otherwise “fit up” the Premises; provided that Tenant’s possession of the Premises prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring Lease, except for the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1April 15, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of 2021 (the date on which Landlord countersigns this Lease (such later date being the “"Estimated Delivery Date”"). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Notwithstanding the foregoing, if Landlord does not deliver possession of the Premises in the condition required by May 31, 2021 (subject to extension due to Tenant Delay or Force Majeure), Tenant may terminate this Lease by delivering written notice to Landlord. Upon any such termination pursuant to this Section 3 Landlord shall have early access return to Tenant the Security Deposit and any prepaid Basic Rent or Additional Rent and shall promptly reimburse Tenant for all hard and soft costs incurred by Tenant related to the Premises design and construction of the tenant improvements (as provided described in Section 26.2this Lease and Exhibit D) and all costs incurred for furniture purchased for the Premises, and Landlord shall be entitled to retain all such improvements and furniture. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any, and any termination right pursuant to this Section shall be considered null and void. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Rent, Additional Rent, Taxes and Electrical Costs (each as defined herein).

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February June 1, 2013 2011 (or, if later, 65 five days following Tenant’s 's full execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “"Estimated Delivery Date”"). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and If the Lower Floor Rent Commencement Date, the 14th Floor Rent Commencement Date or both are not the first day of a month, then Tenant presently anticipate that possession shall pay the Basic Rental applicable for such partial month contemporaneously with the Basic Rental for the second month. Rent for any partial month during the Term shall be prorated based upon the number of days of the Term in such partial month. By occupying any portion of the Premises will be tendered to Tenant in for the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery purpose of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premisesconducting business, Tenant shall be deemed to have accepted such portion of the Premises in their condition as of the date of such occupancy, subject to any latent defects therein and the performance of any punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially commencement agreement in the form of attached as Exhibit E hereto confirming (1) C, within ten days after Landlord’s request. Notwithstanding anything to the Commencement Date and the expiration date contrary contained in this Lease, if Delivery of the initial TermPremises to Tenant in Delivery Condition (as defined in Exhibit B-2) does not occur by the date that is one year (“Scheduled Delivery Date Anniversary”) after March 15, 2008 (2“Scheduled Delivery Date”) that for reasons other than force majeure (as defined in Section 26.(i)), then Tenant has accepted may, by the Premisesdelivery of written notice to Landlord on or before the date ten days after the Scheduled Delivery Date Anniversary, terminate this Lease; provided, however, any extension of Scheduled Delivery Date or the Scheduled Delivery Date Anniversary attributable to force majeure will not exceed a total of 90 days. If this Lease is cancelled pursuant to the preceding sentence, all amounts theretofore paid by Tenant to Landlord hereunder will be promptly refunded, and (3) that Landlord has performed all neither party will have any further rights or obligations under this Lease. Failure of Tenant to timely deliver such cancellation notice shall be deemed to be Tenant’s waiver of its obligations cancellation rights with respect to such failure to meet such date. Any such right to cancel shall not apply to the Premises extent that Landlord fails to meet the Scheduled Delivery Date Anniversary as the result of Tenant Delays (except for punch-list items specified as defined in such letter); however, the failure Exhibit B) and each of the parties to execute such letter shall not defer the Commencement Scheduled Delivery Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Scheduled Delivery Date Anniversary shall be subject to all extended by the number of the provisions days of this Lease excepting only those requiring the payment of Basic Rent and Additional RentTenant Delay.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February June 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of (the date on which Landlord countersigns this Lease (such later date being the “"Estimated Delivery Date”"). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional RentRent (each as defined herein).

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2021 (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by LandlordXxxxxxxx, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter)Premises; however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent; provided, however, that beginning upon the date that is fifteen (15) days prior to the Estimated Delivery Date, with 24 hours’ prior notice to Landlord, Tenant may enter into the Premises during normal business hours to install furniture, fixtures, and equipment.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then: (ai) the validity of this Lease shall not be affected or impaired thereby, ; (bii) Landlord shall not be in default hereunder or be liable for damages therefor, ; and (ciii) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. If for any reason Landlord has not delivered possession of the Premise in the condition required by this Lease on or before November 1, 2016 as extended below (the “Outside Delivery Date”), Tenant shall have early access the right to terminate this Lease by delivery to Landlord of a notice (the “Termination Notice”), which termination shall be effective ten (10) business days after Tenant’s delivery of the Termination Notice to Landlord, unless within such ten (10) business day period Landlord shall deliver to Tenant the Premises in the condition required by this Lease. In the event Tenant shall elect to terminate this Lease as set forth herein by delivery of the Termination Notice to Landlord and Landlord shall not have delivered to Tenant the Premises in the condition required by this Lease within such ten (10) business day period, then Landlord shall promptly return the Letter of Credit to Tenant and neither Landlord nor Tenant shall have any further obligation to the Premises other under this Lease. The Outside Delivery Date shall be extended one (1) day for each day of Tenant Delay (as provided hereinafter defined in the Tenant Work Letter attached hereto as Exhibit D) and Force Majeure Event (as hereinafter defined in Section 26.226(c)). By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior The date that the Premises are actually tendered to occupying Tenant shall be referred to herein as the Premises“Delivery Date.” Within ten (10) Business Days following the Commencement Date, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming confirming: (1) the Commencement Date (as defined in the Basic Lease Information) and the expiration date of the initial Term, Term (as defined in the Basic Lease Information); (2) that Tenant has accepted the Premises, ; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Tenant’s failure to execute such document within ten (10) days of receipt thereof from Landlord shall be deemed Tenant’s agreement to the contents of such document. Any use of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, deliver and (c) Tenant shall accept possession of the Premises when in its present AS-IS condition (provided that Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided must complete all Additional Landlord Improvements listed in Section 26.27 of Exhibit D prior to December 1, 2019), broom clean and free of work materials, debris and any prior occupant’s furniture or personal property (“Delivery Condition” and such delivery, “Delivery” and the date of actual Delivery, the “Delivery Date”) within three (3) business days following request by Xxxxxx, provided, however, that if Xxxxxx has not so requested Delivery as of September 1, 2019 (the “Outside Delivery Date”), the Delivery Date will be deemed to occur on the Outside Delivery Date. By occupying The parties anticipate that Delivery Date will be the Premises, Anticipated Delivery Date set forth in the Basic Lease Information (but such date is an estimate only and will not bind Landlord or Tenant) the execution of the Lease. Tenant shall be deemed to have accepted the Premises in their AS-IS condition as of the date of such occupancy, subject to Delivery Date. The “Lease Commencement Date” shall be established in accordance with the performance of punch-list items that remain to be performed by Landlord, if anyBasic Lease Information. Prior to occupying Within ten (10) Business Days following the PremisesCommencement Date, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming confirming: (1) the Commencement Date (as defined in the Basic Lease Information) and the expiration date of the initial Term, Term (as defined in the Basic Lease Information); (2) that Tenant has accepted the Premises, Premises in their Delivery Condition; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter)Premises; however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Tenant’s failure to execute such document within ten (10) days of receipt thereof from Landlord shall be deemed Tenant’s agreement to the contents of such document. Any use of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent Rent. As used herein, “Landlord Delay” shall mean an actual delay in the performance of the Tenant Improvements resulting from the acts or omissions of Landlord (or Landlord’s contractors, representatives, vendors, or employees) including, but not limited to (i) failure of Landlord to timely approve or disapprove any construction documents as required pursuant to this Lease; (ii) unreasonable and Additional Rentmaterial interference by Landlord, its employees, agents, vendors, representatives or contractors with the completion of the Tenant Improvements (including the impairment of Tenant’s contractors’ or vendors’ or employees’ access to the Premises, failure to provide reasonable access to the Building’s loading docks or other facilities necessary for the construction of the Tenant Improvements and/or the movement of materials and personnel to the Premises for such purpose), whether such failure is due to the competing needs of other tenants, or Landlord, or otherwise; provided that it shall not be deemed unreasonable and material interference to the extent the allocation of such resources is equitable amongst the tenants needing to use such resources; and (iii) delays due to the acts or failures to act of Landlord, its employees, agents, vendors, representatives or contractors with respect to payment of the Tenant Improvement Allowance. Tenant will use reasonable efforts to mitigate the effects of any Landlord Delay through the re-sequencing or re-scheduling of work, if feasible, but this sentence will not be deemed to require Tenant to incur overtime or after-hours costs unless Landlord agrees in writing to bear such costs. If Tenant contends that a Landlord Delay has occurred, Tenant shall notify Landlord in writing (the “Delay Notice”) of the event which constitutes Landlord Delay; such notice may, for the purposes of this Section 3(a) be via electronic mail to Landlord’s construction representative described in Exhibit D attached hereto. If the actions or inactions or circumstances described in the Delay Notice are not cured by Landlord within two (2) business day after Landlord’s receipt of the Delay Notice, then a Landlord Delay, as applicable, shall be deemed to have occurred commencing as of the expiration of the two (2) business day period.

Tender of Possession. Landlord and Tenant presently anticipate that will use commercially reasonable efforts to tender possession of the Premises will be tendered to Tenant with the Base Building and Leasehold Improvements Substantially Completed in accordance with the Work Letter attached hereto as Exhibit D by April 1, 2017 (the “Anticipated Commencement Date”). If Landlord is unable to tender possession of the Premises to Tenant in the condition required by this Lease on by June 15, 2017 for any reason other than force majeure or about February 1Tenant Delay, 2013 or, if later, 65 the Commencement Date shall be delayed by the number of days following Tenant’s execution and by which delivery of possession was so delayed, this Lease shall continue in full force and effect in accordance with its terms, Tenant shall be entitled to Landlordone (1) day of free Base Rent for each day after June 15, regardless 2017, that tender of possession of the date on Premises does not occur in accordance with the terms hereof, and the Term shall be extended by the number of days by which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”)delivery was so delayed. If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed to Tenant in the condition required by the Estimated Delivery Datethis Lease by September 15, 2017 for any reason other than force majeure or Tenant Delay, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept have the right, at its election, to (i) continue to accrue the free Base Rent specified above until possession of the Premises when Landlord tenders possession thereof is delivered to Tenant. Tenant shall have early access in accordance with the terms of this Lease, or (ii) terminate this Lease upon written notice to the Premises as provided in Section 26.2. By occupying Landlord, given any time after September 15, 2017 and prior to delivery of the Premises, Tenant in which event Landlord shall promptly return any Security Deposit and prepaid Rent paid by Tenant, such termination to be effective upon Landlord’s receipt of notice thereof. The rights provided by this Section 2.5 shall be deemed to Tenant’s sole remedies and shall constitute full satisfaction of any claims Tenant might otherwise have accepted the Premises in their condition as of the date a result of such occupancy, subject delay. Notwithstanding anything contained herein to the performance of punch-list items that remain to contrary, Tenant’s remedies as set forth in this Section 2.5 shall be performed waived unless: (a) this Lease is executed by LandlordTenant on or before November 14, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, 2016; and (3b) that Landlord has performed all of its obligations with respect Construction Documents are approved by Tenant and have been submitted to the Premises (except for punch-list items specified in such letter); howeverCity of Louisville on or before December 15, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent2016.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by under this Lease on or about February 1Lease, 2013 orincluding without limitation HVAC in good order and working condition, if later, 65 within ten (10) business days following Tenant’s the full execution and delivery of this Lease to Landlord, regardless and receipt by Landlord of the date on which Landlord countersigns this Lease all sums due at execution and evidence of Tenant’s insurance as required hereunder (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the PremisesWithin ten days after request by Landlord, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent, Additional Rent and Additional RentTaxes (each as defined herein).

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February within one (1, 2013 or, if later, 65 days following Tenant’s ) business day after the execution and delivery of this Lease to Landlord, regardless of the date on which by Landlord countersigns this Lease and Tenant (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Base Rent and Additional RentRent (each as defined herein).

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February March 1, 2013 (or, if later, 65 90 days following Tenant’s full execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.226.1. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord shall deliver the Premises to Tenant as provided in Section 3(c) below. The Rent Commencement Date shall not be changed or extended due to any delay in performing the Work or due to any other delay caused or permitted by Tenant, subject to the following: (1) If (A) Landlord obtains a fully-executed Termination Agreement and Tenant presently anticipate that (B) Landlord fails to deliver possession of the Premises will on March 1, 2005, then the Rent Commencement Date shall be tendered extended on a day-for-day basis for each day Landlord so fails to deliver possession of the premises, provided that if such failure continues for sixty (60) days after March 1, 2005, then Tenant in shall have the condition required by right, as Tenant’s sole remedy, to terminate this Lease on or about February by written notice to Landlord given no later than sixty-five (65) days after the March 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2005. (such later date being the “Estimated Delivery Date”). 2) If (A) Landlord does not tender obtain a fully-executed Termination Agreement, (B) Tenant does not timely deliver written notice of termination as provided in Section 3(a) above and (C) Landlord fails to deliver possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Dateon March 1, 2005, then (a) the validity of this Lease Rent Commencement Date shall not be affected or impaired thereby, (b) extended on a day-for-day basis for each day Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept so fails to deliver possession of the Premises when Landlord tenders possession thereof to Tenant. Premises, provided that if such failure continues for sixty (60) days after expiration the Existing Lease, then Tenant shall have early access the right, as Tenant’s sole remedy, to terminate this Lease by written notice to Landlord given no later than sixty-five (65) days after expiration of the Premises as provided in Section 26.2. By occupying Existing Lease. (3) If Tenant Substantially Completes the PremisesWork prior to March 1, Tenant 2005, then the Rent Commencement Date shall be deemed accelerated to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed Substantial Completion. (4) Within ten (10) days after request by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1A) the Rent Commencement Date and the expiration date of the initial Term, (2B) that Tenant has accepted the PremisesPremises pursuant to Section 3(c), and (3C) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter)Premises; however, the failure of the parties to execute such letter shall not defer the Rent Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of the Premises with the Work Substantially Completed in “warm shell” condition (as defined in Section 1 of Exhibit D) to Tenant within five (5) Business Days after Landlord’s approval of Tenant’s Plans, which tender will be evidenced by an email or written notice from Landlord to Tenant. Landlord acknowledges that Tenant intends to build-out the Premises on a fast-track, design/build basis, which will entail delivery of the Premises in said condition to Tenant prior to final approval of all of Tenant’s Plans (but subject to Tenant not performing any alterations or improvements that have not first been approved by Landlord). If Landlord is unable to tender possession of the Premises by the Estimated Delivery Dateapplicable date set forth in the immediately preceding sentence, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain are the obligation of Landlord. Notwithstanding anything herein to the contrary, Landlord shall be performed by responsible for latent defects in the Landlord’s Work for which Tenant notifies Landlord to the extent that the correction of such defects is covered under valid and enforceable warranties. Landlord, if anyat its option, may pursue such claims directly or assign any such warranties to Tenant for enforcement. Prior to occupying Within ten (10) days after the PremisesRent Commencement Date, Tenant and Landlord shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter)matters set forth therein; however, the failure of the parties to execute such letter shall not defer the Commencement Date or Rent Commencement Date or otherwise invalidate this Lease. Entry into If Tenant fails to execute such document within ten (10) days of receipt thereof from Landlord and such failure continues for five (5) additional Business Days after notice from Landlord, then such failure shall be deemed to constitute Tenant’s agreement to the contents of such document. Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord will use commercially reasonable efforts to achieve Substantial Completion of Tenant’s Improvements upon the First Phase and Tenant presently anticipate that the Second Phase (as defined in Section 18.7 below) of the Suite 350 Premises and tender possession of the First Phase and Second Phase of the Suite 350 Premises to Tenant on or before the Delivery Date. If Landlord does not achieve Substantial Completion of Tenant’s Improvements on the First Phase and the Second Phase of the Suite 350 Premises and deliver possession of the First Phase and Second Phase of the Suite 350 Premises by the Delivery Date, then, except as provided below, Landlord will not be in default or liable in damages to Tenant, nor will the obligations of Tenant be affected, provided, however, that (a) the Commencement Date will be tendered extended automatically by one day for each day of the period after the Delivery Date to the earlier of the fifteenth (15th) day occurring after the Actual Substantial Completion Date, or the date that Tenant commences business operations in the First Phase and the Second Phase of the Suite 350 Premises, less any portion of that period attributable to Tenant Delay; (b) if the Actual Substantial Completion Date has not occurred within twenty-one (21) days after the Delivery Date for reasons other than Tenant Delay, then Tenant shall receive a credit against Basic Rent in the condition required amount of Eight Hundred Forty Six and 77/100 U.S. Dollars ($846.77) for each day occurring after the twenty-first (21st) day following the Delivery Date until the date the Actual Substantial Completion Date occurs. Such credit shall be applied commencing on the second (2nd) month of the Term. Such amount shall be liquidated damages, and is intended to compensate Tenant for damages suffered by Tenant due to the delay in taking possession of the Premises, such damages being difficult to determine, and is not intended to constitute a penalty; and (c) if the Actual Substantial Completion Date does not occur on or before 180 days after the Delivery Date, plus any period of delay caused by Tenant Delay, either party will have the right to terminate this Lease on or about February 1by delivering written notice of termination to the other not more than 30 days after such deadline, 2013 or, provided that if later, 65 days following Tenant’s execution and delivery of Tenant has not so terminated this Lease to Landlordwithin 10 days after such deadline, regardless then Landlord may notify Tenant of the date on which Landlord countersigns then expects Substantial Completion to occur and, if Tenant does not terminate this Lease (by notice to Landlord given within 10 days after the delivery to Tenant of such later notice from Landlord, then such deadline will be deemed extended to the projected date being the “Estimated Delivery Date”). If set forth in such notice from Landlord to Tenant and neither party will have any further right to terminate this Lease unless Substantial Completion does not tender possession of occur by such extended deadline, in which case the Premises parties will have the same rights set forth in this sentence with the Work Substantially Completed respect to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises such extended deadline as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations they had with respect to the prior deadline. Upon a termination under clause (b) above, each party will, upon the other’s request, execute and deliver an agreement in recordable form containing a release and surrender of all right, title and interest in and to this Lease; neither Landlord nor Tenant will have any further obligations to each other, including, without limitation, any obligations to pay for work previously performed in the Suite 350 Premises; all improvements to the Suite 350 Premises (except for punch-list items specified will become and remain the property of Landlord; and Landlord will refund to Tenant any sums paid to Landlord by Tenant in such letter); howeverconnection with this Lease, including, without limitation, any payments to Landlord of portions of Tenant’s Cost. Such postponement of the commencement of the Term, the credit against the Basic Rent (if applicable) and/or termination and refund right (if applicable) will be in full settlement of all claims that Tenant might otherwise have against Landlord by reason of Landlord’s failure to cause the Actual Substantial Completion Date to occur within twenty- one (21) days of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional RentDelivery Date.

Tender of Possession. If Landlord and shall be unable to deliver to Tenant presently anticipate that possession of the Demised Premises will (in the condition as called for in Paragraph 2(B) hereof) on the Commencement Date of the Stated Term hereof by reason of the fact that the Demised Premises are located in the Building which is to be tendered constructed and the Building has not been sufficiently completed to make the Demised Premises ready for delivery to Tenant as called for in Paragraph 2(B) hereof, or if the Landlord is unable to give Tenant possession of the Demised Premises on the Commencement Date of the Stated Term hereof by reason of the holding over or retention of possession by any tenant or occupant, or for any other reason, Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, the Rent herein reserved and covenanted to be paid by Tenant shall axxxx and not commence to be due and payable until Landlord delivers to Tenant possession of the Demised Premises as called for in Paragraph 2(B) hereof; and no such failure of Landlord to deliver possession on the Commencement Date of the Stated Term shall affect the validity of this Lease or otherwise affect the obligations of Tenant hereunder, except that in such event the date of expiration of the Stated Term hereof shall be extended by the same number of days that shall elapse from the Commencement Date specified in Paragraph 1(B) until the end of the calendar month in which possession of the Demised Premises is delivered to Tenant as called for in Paragraph 2(B), such delivery date to be established by written notice from Landlord to Tenant. If permission is given by Landlord to Tenant to enter into the possession of all or a portion of the Demised Premises, or to occupy space other than the Demised Premises, prior to the Commencement Date of this Lease, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease except as may be otherwise agreed in writing by Landlord and Tenant. If Landlord is prevented from or delayed in delivering possession of the Demised Premises to Tenant in the condition required called for in Paragraph 2(B) hereunder due to any Tenant Delays (as hereinafter defined), then the Commencement Date of the Lease shall be the date, as reasonably determined by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless that the Demised Premises could have been delivered to Tenant absent the Tenant Delays. If Tenant is able to obtain a temporary Certificate of Use & Occupancy from the Mxxxxxxxxx County Department of Permitting Services that allows Tenant to occupy a portion of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of office space in the Premises with prior to the Work Substantially Completed to Tenant by the Estimated Delivery Rent Commencement Date, then (a) the validity of this Lease Landlord agrees that during such partial occupancy, no Basic Annual Rental shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, due and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to payable by Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the PremisesHowever, Tenant shall be deemed to have accepted the Premises in their condition as responsible for its Pro Rata Share of the date Operating Expenses, Impositions and Insurance Premiums (all as defined below) incurred by Landlord during the time of such partial occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days the date that is six months following Tenant’s full execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) • the validity of this Lease shall not be affected or impaired thereby, (b) • Landlord shall not be in default hereunder or be liable for damages therefor, and (c) • Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to Notwithstanding the foregoing, if Landlord does not tender possession of the Premises as to Tenant in the condition required by this Lease by the Liquidated Damages Date (defined below), Tenant may offset from its Basic Rent obligations first accruing following the Commencement Date, liquidated damages equal to one day of Basic Rent first payable by Tenant under this Lease per day for each day after such Liquidated Damages Date and ending on the day Landlord tenders possession of the Premises to Tenant in the condition required by this Lease, provided further that the Partial Abatement Period shall be extended one day for each day that Basic Rent is abated after the Liquidated Damages Date. As used herein, “Liquidated Damages Date” means the date on which the Full Abatement Period terminates, plus the number of Force Majeure Delay Days and the number of Tenant Delay Days; and “Force Majeure Delay Days” means any delay in Landlord’s tendering possession of the Premises to Tenant for the reasons specified in Section 26.225.3 of this Lease. Notwithstanding the foregoing, if Landlord does not deliver the Premises to Tenant by the Delayed Delivery Termination Date (defined below), Tenant may terminate this Lease by delivering to Landlord written notice thereof at any time before the earlier of (1) ten days following the Delayed Delivery Termination Date or (2) the date on which Landlord delivers the Premises to Tenant in the condition required by this Lease. The termination right afforded to Tenant under this Section 3 shall be Tenant’s sole remedy for Landlord’s failure to timely deliver the Premises to Tenant. Time is of the essence for the delivery of Tenant’s termination notice under this Section 3; accordingly, if Tenant fails timely to deliver any such notice, Tenant’s right to terminate this Lease under this Section 3 shall expire. As used herein, “Delayed Delivery Termination Date” means 365 days after the Estimated Delivery Date. The abatement rights and termination rights afforded to Tenant under this Section 3 shall be Tenant’s sole remedies for Landlord’s failure to timely tender possession of the Premises to Tenant. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to Landlord’s completion of the performance of Landlord Work (as defined in Exhibit D hereto) and punch-list items that remain to be performed by Landlord, if any. Prior to occupying the PremisesUpon Landlord’s request, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except DMWEST #36871000 v9 0 XXXXX XXXX for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional RentRent and before Tenant may occupy the Premises to conduct business therein, Tenant shall, at its expense, obtain and deliver to Landlord a certificate of occupancy from the appropriate governmental authority for the Premises.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February October 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of 2006 (the date on which Landlord countersigns this Lease (such later date being the “"Estimated Delivery Date”"). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then, subject to the exceptions in this paragraph, (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. If Landlord is unable to tender possession of the Premises in the condition required by this lease on to Tenant by the thirtieth day following the Estimated Delivery Date (the "Required Delivery Date"), then for each day after the Required Delivery Date that Landlord has failed to tender possession of the Premises to Tenant, provided such delay has not been caused by Tenant, Tenant shall have early access be entitled to one free day of Base Rent once this lease commences. In the event that Landlord is unable to tender possession of the Premises as provided in Section 26.2to Tenant within 120 days following the Estimated Delivery Date, then Tenant, at its option may terminate this Lease. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Rent, Additional Rent, Taxes and Electrical Costs (each as defined herein). Notwithstanding anything herein to the contrary, Tenant shall have access to the Premises two (2) weeks prior to the Commencement Date for furniture delivery and telecom set-up, subject to all the terms and conditions of this Lease other than those requiring payment of Basic Rent, Taxes, and Operating Costs.

Tender of Possession. Landlord and Tenant presently anticipate that -------------------- possession of the Premises will be tendered to Tenant in (with the condition required Work to be performed by this Lease Landlord therein, if any, Substantially Completed) on or about February 1March 15, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of 2000 (the date on which Landlord countersigns this Lease (such later date being the “"Estimated Delivery Date”"). If Landlord does not is unable to tender ----------------------- possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (cb) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Notwithstanding the foregoing, if the Work in the Premises is not Substantially Completed by the Completion Termination Date, Tenant may terminate this Lease by delivering to Landlord written notice thereof at any time before the earlier of (1) ten days following the Completion Termination Date or (2) the date on which the Work in the Premises is Substantially Completed. The termination right afforded to Tenant under this Section 3 shall have early access be Tenant's sole remedy for Landlord's failure to timely Substantially Complete the Work. Time is of the essence for the delivery of Tenant's termination notice under this Section 3; accordingly, if Tenant fails timely to deliver any such notice, Tenant's right to terminate this Lease under this Section 3 shall expire. As used herein, "Completion Termination Date" --------------------------- means 180 days after the Estimated Delivery Date, plus the number of Tenant Delay Days and the number of Force Majeure Delay Days. As used herein, "Force ----- Majeure Delay Days" means any delay in achieving Substantial Completion with ------------------ respect to the Premises as provided Work for the reasons specified in Section 26.225.(c) of this Lease. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1A) the Commencement --------- Date and the expiration date of the initial Term, (2B) that Tenant has accepted the Premises, and (3C) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure . Occupancy of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Rent, Additional Rent, Taxes and Electrical Costs (each as defined herein).

Tender of Possession. Landlord Tenant represents and Tenant presently anticipate warrants that possession of it has examined the Premises and found them to be satisfactory. Landlord anticipates that it will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of the Premises with the Work Substantially Completed in their current condition to Tenant by as soon as all of the Estimated Delivery Date, then following occur: (a) Tenant and Landlord mutually execute the validity of this Lease shall not be affected or impaired thereby, Agreement; (b) Tenant issues to Landlord shall not be in default hereunder or be liable for damages thereforthe payment of both the prepaid rent (5th month’s rent) due under this Lease, and the Security Deposit due under this Lease; and (c) Tenant shall accept possession issues to Landlord a Certificate of Insurance for the insurance coverages required under the Lease, and names Landlord as an additional insured. The “Rent Commencement Date” will be February 1, 2020 “120 days after Xxxxxx’s Occupancy Date”. Accordingly, other than delivering the Premises when to Tenant in its current warm shell condition, Landlord tenders possession thereof will perform no Tenant Improvements with respect to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, and Tenant shall be deemed to have accepted will accept the Premises in their condition AS-IS, WHERE IS and WITH ALL FAULTS as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if anythis Lease. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming TENANT ACKNOWLEDGES THAT (1) the Commencement Date and the expiration date of the initial TermNEITHER LANDLORD NOR ANY LANDLORD REPRESENTATIVE HAS MADE ANY WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (2) that Tenant has accepted the PremisesNO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, and NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD OR ANY LANDLORD REPRESENTATIVE, AND (3) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. In no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking or retention, as applicable, of possession of the Premises shall be conclusive evidence that Xxxxxx has fully accepted the Premises and that the Premises were in good condition at the time possession was taken. At any time during the Term, Landlord has performed all may cause the Premises to be re-measured in accordance with ANSI/BOMA Standard Z65.1-2010 (“BOMA”). Upon the certification of its obligations with respect the results of such re-measurement to Landlord, the Base Rent and Allowance will be equitably adjusted on a per- square-foot basis to reflect the difference between such re-measured amount and the amount set forth in Basic Term (2) and Tenant or Landlord, as applicable, must pay or refund to the Premises (except for punchother party any resulting net under- or over-list items specified in payment during the Term preceding such letter); howeverre-measurement. Absent manifest error, the failure determination of Xxxxxxxx’s measuring company will be final and not subject to appeal or contest by Xxxxxx as to its measurement of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all area of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional RentPremises.

Tender of Possession. Subject to the other terms and provisions of this Lease, Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant with the “Work” (as such term is defined in the condition required by this Lease Exhibit D) having been substantially completed (“Delivery Condition”) on or about February October 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2007 (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in Delivery Condition to Tenant by the Estimated Delivery Date, then then: (a) the validity of this Lease shall not be affected or impaired thereby, ; (b) Landlord shall not be in default hereunder or be liable for damages therefor, ; and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Notwithstanding the prior sentence, in the event that such possession shall not have been delivered to Tenant in Delivery Condition on or before November 15, 2007 (or such later date due to Tenant Delay Days and Force Majeure events under Section 26(c) [“Force Majeure”]), Tenant shall have early access the right to receive a rent credit against Tenant’s obligations to pay Base Rent (when such obligations commence on the Base Rent Commencement Date) equal to $1,045.00 per day for each day after such November 15, 2007 date (as so extended, as applicable, for Tenant Delay Days and Force Majeure) that Landlord is unable to deliver possession of the Premises to Tenant in Delivery Condition. Notwithstanding the above provisions of this Section 2, in the event that Landlord is unable to tender possession of the Demised Premises to Tenant in Delivery Condition on or before January 1, 2008 (as such date shall be extended by Tenant Delay Dates and Force Majeure), (such date, as so extended as applicable, the “Termination Date”) Tenant shall have the right to terminate this Lease by notice provided to Landlord on or before the earlier of (a) fifteen (15) days following the Termination Date, or (b) the date such possession shall have been delivered to Tenant. In the event Tenant terminates this Lease in pursuant to the Premises preceding sentence, Landlord shall, within thirty (30) days of such termination, reimburse Tenant for the Excess Construction Costs actually paid by Tenant to Landlord in connection with the Work (as provided such terms are defined in Section 26.2Exhibit D). By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming confirming: (1) the Commencement Date (as defined in the Basic Lease Information) and the expiration date of the initial Term, Term (as defined in the Basic Lease Information); (2) that Tenant has accepted the Premises, ; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter)Premises; however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Tenant’s failure to execute such document within ten (10) days of receipt thereof from Landlord shall be deemed Tenant’s agreement to the contents of such document. Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant Commencement Date (as defined in the condition required by this Basic Lease Information) will occur on or about February March 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease 2014 (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then (a) the The validity of this Lease shall not be affected or impaired thereby, (b) if Landlord is unable to tender possession of the Premises to Tenant in the condition required hereby by the Estimated Delivery Date and Landlord shall not be in default hereunder or be liable for damages thereforresulting therefrom, in each case, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access unless a delay is caused by Landlord for which result in a day for day abatement of rent until such time Tenant is able to commence the Premises as provided in Section 26.2lease. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. occupancy Prior to so occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E F hereto confirming confirming: (1) the Commencement Date and the expiration date of Fixed Expiration Date (as defined in the initial Term, Basic Lease Information); (2) that Tenant has accepted the Premises, ; and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter)Premises; however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Tenant’s failure to execute such document within ten (10) Business Days of receipt thereof from Landlord shall be deemed to constitute Tenant’s agreement to the contents of such document. Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenantthe seventy-fifth (75th) day after Xxxxxxxx’s execution and delivery receipt of this Lease to Landlord, regardless of the date on which Landlord countersigns this Lease executed by Xxxxxx (such later date being the “Estimated Delivery Date”). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant; provided, however, that (x) Tenant shall be entitled to abatement of Basic Rent on a day-by-day basis for a period of thirty days if Landlord tenders possession of the Premises after the Estimated Delivery Date and (y) Tenant shall be entitled to two days’ abatement of Basic Rent for each day thereafter for an additional period of thirty days. Notwithstanding the foregoing, if Landlord has not tendered possession of the Premises to Tenant by the one hundred thirty-fifth (135th) day after Xxxxxxxx’s receipt of this Lease executed by Xxxxxx, Tenant shall have early access the right to terminate this Lease by written notice delivered to Landlord within thirty (30) days after the Premises as provided in Section 26.2expiration of such period. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by LandlordXxxxxxxx, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant Xxxxxx has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Occupancy of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent, Additional Rent and Additional RentTaxes (each as defined herein).

Tender of Possession. Landlord and Tenant presently anticipate that -------------------- possession of the Premises will be tendered to Tenant in (with the condition required Work to be performed by this Lease Landlord therein Substantially Completed) on or about February January 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of 2001 (the date on which Landlord countersigns this Lease (such later date being the “"Estimated Delivery Date”"). If Landlord does not is unable to tender possession ----------------------- of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (cb) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord, within 10 days after Landlord has requested the same, a letter substantially in the form of Exhibit E attached hereto confirming (1) the Commencement Date and --------- the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure . Occupancy of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Rent, Additional Rent, Taxes and Electrical Costs (each as defined herein). Notwithstanding anything in this Lease to the contrary, if the Commencement Date does not occur by the Deadline Delivery Date (as hereinafter defined), then Tenant may terminate this Lease by written notice thereof to Landlord at any time after the Deadline Delivery Date but prior to the Commencement Date. Such right to terminate as provided in the preceding sentence shall be Tenant's sole and exclusive remedy for any failure by Landlord to Substantially Complete (as defined in Exhibit D attached hereto) by the Estimated Delivery Date or by any --------- date thereafter. As used herein, the phrase "Deadline Delivery Date" shall mean ---------------------- April 1, 2001 plus the number of days thereafter equal to the number of Tenant Delay Days.

Tender of Possession. If Landlord and shall be unable to deliver to Tenant presently anticipate that possession of the Demised Premises will (in the condition as called for in Section 2(B) hereof) on the Commencement Date of the Stated Term hereof by reason of the fact that the Demised Premises are located in the Building which is to be tendered constructed and the Building has not been sufficiently completed to make the Demised Premises ready for delivery to Tenant as called for in Section 2(B) hereof, or for any other reason, Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, the Commencement Date shall be delayed until Landlord delivers to Tenant possession of the Demised Premises as called for in Section 2(B) hereof; and no such failure of Landlord to deliver possession on the Commencement Date of the Stated Term shall affect the validity of this Lease or otherwise affect the obligations of Tenant hereunder, except that in such event the date of expiration of the Stated Term hereof shall be extended by the same number of days that shall elapse from the Commencement Date specified in Section 1(B) until the end of the calendar month in which possession of the Demised Premises is delivered to Tenant as called for in Section 2(B), such delivery date to be established by written notice from Landlord to Tenant. If permission is given by Landlord to Tenant to enter into the possession of all or a portion of the Demised Premises, or to occupy space other than the Demised Premises, prior to the Commencement Date of this Lease, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease except as may be otherwise agreed in writing by Landlord and Tenant. If Landlord is prevented from or delayed in delivering possession of the Demised Premises to Tenant in the condition required by this Lease on or about February 1called for in Section 2(B) hereunder due to any Tenant Delays (as hereinafter defined), 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless then the Commencement Date of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of the Premises with the Work Substantially Completed to Tenant by the Estimated Delivery Date, then (a) the validity of this Lease shall not be affected or impaired therebythe date, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed reasonably determined by Landlord, if any. Prior that the Demised Premises could have been delivered to occupying Tenant absent the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional RentDelays.

Tender of Possession. If Landlord and shall be unable to deliver to Tenant presently anticipate that possession of the Demised Premises will (in the condition as called for in Paragraph 2(B) hereof) on the Commencement Date of the Stated Term hereof by reason of the fact that the Demised Premises are located in the Building which is to be tendered constructed and the Building has not been sufficiently completed to make the Demised Premises ready for delivery to Tenant as called for in Paragraph 2(B) hereof, or if the Landlord is unable to give Tenant possession of the Demised Premises on the Commencement Date of the Stated Term hereof by reason of the holding over or retention of possession by any tenant or occupant, or for any other reason, Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, the Rent herein reserved and covenanted to be paid by Tenant shall abatx xxx not commence to be due and payable until Landlord delivers to Tenant possession of the Demised Premises as called for in Paragraph 2(B) hereof; and no such failure of Landlord to deliver possession on the Commencement Date of the Stated Term shall affect the validity of this Lease or otherwise affect the obligations of Tenant hereunder, except that in such event the date of expiration of the Stated Term hereof shall be extended by the same number of days that shall elapse from the Commencement Date specified in Paragraph 1(B) until the end of the calendar month in which possession of the Demised Premises is delivered to Tenant as called for in Paragraph 2(B), such delivery date to be established by written notice from Landlord to Tenant. If permission is given by Landlord to Tenant to enter into the possession of all or a portion of the Demised Premises, or to occupy space other than the Demised Premises, prior to the Commencement Date of this Lease, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease except as may be otherwise agreed in writing by Landlord and Tenant. If Landlord is prevented from or delayed in delivering possession of the Demised Premises to Tenant in the condition required called for in Paragraph 2(B) hereunder due to any Tenant Delays (as hereinafter defined), then the Commencement Date of the Lease shall be the date, as reasonably determined by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless that the Demised Premises could have been delivered to Tenant absent the Tenant Delays. If Tenant is able to obtain a temporary Certificate of Use & Occupancy from the Montxxxxxx Xxxnty Department of Permitting Services that allows Tenant to occupy a portion of the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”). If Landlord does not tender possession of office space in the Premises with prior to the Work Substantially Completed to Tenant by the Estimated Delivery Rent Commencement Date, then (a) the validity of this Lease Landlord agrees that during such partial occupancy, no Basic Annual Rental shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, due and (c) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to payable by Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the PremisesHowever, Tenant shall be deemed to have accepted the Premises in their condition as responsible for its Pro Rata Share of the date Operating Expenses, Impositions and Insurance Premiums (all as defined below) incurred by Landlord during the time of such partial occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Additional Rent.

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in (with the condition required Work to be performed by this Lease Landlord therein, if any, Substantially Completed) on or about February July 1, 2013 or, if later, 65 days following Tenant’s execution and delivery of this Lease to Landlord, regardless of 2000 (the date on which Landlord countersigns this Lease (such later date being the “Estimated Delivery Date”"ESTIMATED DELIVERY DATE"). If Landlord does not is unable to tender possession of the Premises with the Work Substantially Completed in such condition to Tenant by the Estimated Delivery Date, then then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (cb) Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Tenant shall have early access to the Premises as provided in Section 26.2. By occupying the Premises, Tenant shall be deemed to have accepted the Premises in their condition as of the date of such occupancy, subject to the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall execute and deliver to Landlord, within 10 days after Landlord has requested the same, a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure . Occupancy of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent and Rent, Additional Rent, Taxes and Electrical Costs (each as defined herein).

Tender of Possession. Landlord and Tenant presently anticipate that possession of the Premises will be tendered to Tenant in the its current “as-is” condition required by this Lease on or about February 1, 2013 or, if later, 65 days following Tenant’s full execution and delivery of this Lease by Landlord and Tenant and Tenant’s delivery to Landlord, regardless Landlord of evidence of all insurance required by this Lease and Tenant’s payment to Landlord of the date on which Landlord countersigns Security Deposit and Rent required to paid concurrently with execution of this Lease (the date of such later date tender of possession being referred to as the “Estimated Delivery Date”). If Notwithstanding the foregoing, Landlord does not shall tender possession of the Premises with the Work Substantially Completed to Tenant by Building Systems and the Estimated loading dock roll-up door in good working order and the roof in watertight condition (the “Delivery Obligation”). Within forty-five (45) days following the Delivery Date, then (a) the validity of this Lease shall not be affected or impaired thereby, (b) Landlord shall not be in default hereunder or be liable for damages therefor, and (c) Tenant shall accept possession of inspect the Premises when and shall deliver written notice (the “Non-Compliance Report”) to Landlord tenders possession thereof to Tenantof any items which are not in compliance with the Delivery Obligation. If Tenant shall have early access to does not timely deliver the Premises as provided in Section 26.2. By occupying the PremisesNon-Compliance Report, Tenant shall be deemed to have accepted the Premises in their “as-is” condition as of the date of such occupancytender of possession. If Tenant timely delivers the Non-Compliance Report, subject then Landlord shall diligently commence and pursue the correction of any such items that are not in compliance with the Delivery Obligation. If (i) Landlord is unable to tender possession of the Premises to Tenant on or before the date (“Outside Execution Date”) which is ten (10) business days following Tenant’s execution and delivery of this Lease for reasons not caused by Tenant or force majeure, the date “May 15, 2011” in the definition of “Commencement Date” in the Basic Lease Information above shall be extended by one (1) day for each business day beyond the Outside Execution Date until possession of the Premises is tendered to Tenant provided that Tenant has executed and delivered this Lease to Landlord by January 24, 2011, and (ii) Landlord is unable to tender possession of the Premises to Tenant on or before February 28, 2011 (such date referred to as the “Termination Delivery Date”) for reasons not caused by Tenant or force majeure (with the provisions of Section 15 below to apply in the event of a Casualty), Tenant shall have the right, exercisable only within ten (10) days following such Termination Delivery Date, to terminate this Lease effective as of the date which is thirty (30) days following such Termination Delivery Date (the “Termination Outside Date”), by giving written notice of such termination to Landlord, provided however, if Tenant fails to timely give such termination notice or if Landlord tenders possession of the Premises on or before the Termination Outside Date, Tenant’s election to terminate shall be null and void and this Lease shall continue in full force and effect. Except as expressly set forth in this Lease, Landlord shall have no obligation to perform any work in the Premises or in connection therewith, and Landlord shall not be obligated to reimburse Tenant or provide an allowance for any costs related to the performance improvement of punch-list items that remain to be performed the Premises contemplated by Landlord, if anythis Lease except as expressly provided in Exhibit D attached hereto. Prior to occupying the PremisesPremises for the conduct of its business, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit E hereto confirming (1) the Commencement Date and the expiration date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has performed all of its obligations obligations, if any, with respect to the Premises (except for punch-list items specified in such letter)Premises; however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Entry into Notwithstanding the foregoing, Landlord shall correct any latent defects in the Premises existing as of the Delivery Date which are not readily discernable, but are discovered and reported in writing to Landlord within two (2) months after the Commencement Date. Possession of the Premises by any Tenant Party prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Basic Rent, Additional Rent and Additional RentTaxes (each as defined herein).