Common use of The Premises Clause in Contracts

The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises for the Lease Term. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the Common Areas, as that term is defined in Section 1.1.2, below, or the elements thereof or of the accessways to the Premises or the Project. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 of this Lease, Tenant shall accept the Premises in its existing, “as is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that Tenant has accepted the Premises in its condition as of the date of such occupancy and that the Premises and the Building were at such time in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms of this Lease to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, the Base Building, as that term is defined in Section 8.2 of this Lease, shall be in water tight and good working condition and repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an Operating Expense, as that term is defined in Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completion.

The Premises. 2.1 Landlord hereby leases to Tenant and Tenant hereby leases rents from Landlord the Premises Landlord, for the Lease Term. The parties hereto agree that the lease of the Premises is term and upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such termsconditions, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premisesagreements herein provided, the precise area thereof or space (the specific location of the Common Areas, "Premises") as that term is defined in Section 1.1.2, below, or the elements thereof or of the accessways to the Premises or the Project. Except as specifically set forth in this Lease described on Exhibit B attached hereto and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 made a part hereof. 2.2 For purposes of this Lease, Tenant shall accept the Premises in its existing, “as is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement "Area" of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession "Area" of the Premises are as provided, in Exhibits A and B, respectively. The Area of Tenant's Premises and the Building shall be measured in accordance with the Washington Association of Realtors Standard Method of Measurement. The Premises shall contain a core factor as determined by Tenant shall conclusively establish that Tenant has accepted the Premises in its condition as Landlord. The exact area of the date of such occupancy and that the Premises and the Building were at such time in good and sanitary order, condition and repair, shall be subject to any punchlist items concerning improvements required final measurement by the terms Landlord's architect and appropriate adjustment of applicable provisions of this Lease Lease, including but not limited to Base Rent and Tenant's pro rata share of the Building, shall be made by Landlord for which Landlord receives to the extent required. The adjustment shall be deemed to be automatically in effect upon Landlord's written notice within to Tenant, however, upon Landlord's request, Tenant agrees to execute any document requested by Landlord to confirm such adjustment. 2.3 The Lease of the Premises includes the right, together with other tenants of the Building and members of the public, to use the common public areas of the Building for ingress and egress, but does not include any other rights not specifically set forth herein. The Lease of the Premises does not include the right to use the roof of the Building except as may be stated on Exhibit C. 2.4 Tenant, its employees and visitors, shall have the right to park automobiles in the Building's surface parking spaces, and if the Building has common covered spaces, in the Building's common covered parking spaces. The number of surface parking spaces and of covered parking spaces, if any, available for Tenant, its employees and visitors shall be as specified in Section 1.16 hereof. Landlord acknowledges that Tenant has been granted reserved parking spaces in the number set forth in Exhibit B in order for Tenant to comply with its government contracts. Landlord shall not be required to reserve or police such spaces for Tenant; however, if Landlord institutes a towing procedure to police Tenant's reserved spaces, Landlord shall ensure that such towing is performed in a reasonably prompt manner in response to verbal complaints by Tenant. If Landlord does not institute a towing procedure to police Tenant's reserved spaces, Tenant may do so on its own behalf at Tenant's own expense and risk; Tenant agrees to indemnify and hold Landlord harmless from any claims, demands, or liabilities arising out of Tenant's policing of its reserved spaces. If Landlord does institute such a towing procedure, but does not administer such policy in a reasonably prompt and responsive manner, then after thirty (30) days following written notice to Landlord’s delivery , Tenant shall have the right to institute its own towing procedure (including contracting with a reputable, licensed, and insured towing company, and the placement of an appropriate sign at or near the reserved spaces, subject to Landlord's reasonable approval). Tenant shall not use or permit its employees or visitors to use, any number of spaces in excess of the Premises foregoing limits. Landlord shall have the right from time-to-time to Tenant. Notwithstanding change the foregoingarea, upon number of parking spaces, location, and arrangement of parking areas, and to erect additional buildings on said areas, provided, however, that at all times during the Lease Commencement DateTerm, (subject to emergencies and events beyond Landlord's control), Tenant shall have reserved parking spaces of the Base Building, as that term is defined in Section 8.2 of this Lease, shall be in water tight approximate number and good working condition and repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant convenience to the terms and conditions of this Section 1.1.1Premises as at the commencement hereof. Landlord shallshall have the right to close temporarily part or all of said parking spaces when repairs or construction is necessary. If in Landlord's reasonable judgment it is necessary to discourage use of the reserved spaces by unauthorized persons, at Landlord’s sole cost and expense (which Landlord shall not be deemed an Operating Expensehave the right to impose parking charges for the reserved spaces, as that term is defined in Section 4.2.3)by operation of a security gate, repair ticket or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”)other system, provided that the need Landlord grants free validation for Tenant's visitors and other persons entitled to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as use Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completion's reserved spaces.

The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the "Premises"). The outline of the Premises for the Lease Termis set forth in Exhibit A attached hereto. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions (the "TCCs") herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions TCCs by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the "Common Areas, ," as that term is defined in Section 1.1.21.1.3, below, or the elements thereof or of the accessways to the Premises Premises, Phase or the Project. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 of this Leaseattached hereto as Exhibit B (the "Work Letter"), Tenant shall accept the Premises in its existing, “as existing "as-is” condition, " condition and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that that, except as set forth in this Lease or the Work Letter, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business's business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant's responsibility and Tenant's failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant's obligations under this Lease), except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of Notwithstanding anything above to the Premises by Tenant shall conclusively establish contrary, Landlord covenants that, on the "Final Condition Date," as that Tenant has accepted term is defined in the Premises in its condition as of the date of such occupancy and that the Premises and the Building were at such time in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms of this Lease to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement DateWork Letter, the "Base Building, ," as that term is defined in Section 8.2 of this Lease8.2, below, shall be in water tight and good working condition order and repairin compliance with Applicable Laws; provided, however, that, subject to and without limitation of Section 10.3.2.4 below, Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an Operating Expense, responsible for any Tenant Damage (as that term is defined in Section 4.2.37.5, below), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), and further provided that the need to repair or replace was not caused any breach by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 Landlord of the Tenant Work Letter) constructed foregoing covenant shall be subject to cure by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no Landlord's sole cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completionexpense.

The Premises. Landlord hereby demises and leases to Tenant Tenant, and Tenant hereby leases hires and accepts from Landlord Landlord, Tenant’s Premises in the Building excluding the floor slab, demising and perimeter walls (except the inner surfaces thereof) and exterior windows (except the inner surfaces thereof), the area located between the finished ceiling and the floor slab above, any space in the Premises used for common shafts, stacks, conduits, fan rooms, ducts, electric or other utilities, or other Building facilities, the common stairways and stairwells, elevators and elevator xxxxx, fan rooms, electric and telephone closets, janitor closets, freight elevator vestibules, and pipes, ducts, conduits, wires and appurtenant fixtures serving exclusively or in common other parts of the Building, and the common facilities described in Section 2.2 of this Lease, and if Tenant’s Premises includes less than the entire rentable area of any floor, excluding the common corridors, elevator lobbies and toilets located on such floor. Tenant’s Premises with such exclusions is hereinafter referred to as the “Premises.” The Premises exclude the exterior walls, exterior windows (except the inner surfaces thereof), and the Common Areas. Landlord represents to Tenant that: (a) Landlord holds fee simple title to the Property; (b) Landlord has full power and authority to enter into this Lease; (c) general office purposes is permitted as of right in the Building under the Zoning Code of the City of Waltham; (d) from and after the applicable commencement date for the Lease Term. The parties hereto agree that the lease applicable portion of the Premises is upon and subject to Tenant’s rights under the termsExisting Lease (as hereinafter defined) with respect to Premises B, covenants no other party claiming by, through or under Landlord will have any possessory right to the Premises; and conditions herein set forth(d) to Landlord’s actual knowledge, and Tenant covenants as a material part there are no easements, covenants, conditions, restrictions, licenses, declarations or similar agreements of record affecting the consideration for this Lease Building and/or the Site that would reasonably be expected to keep and perform each and all materially adversely affect Tenant’s use of such terms, covenants and conditions by it or access to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in or Tenant’s rights or obligations under this Lease. Subject to (i) emergency situations, (ii) the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction requirements of the Premises, the precise area thereof or the specific location of the Common Areas, applicable Legal Requirements (as that term is defined in Section 1.1.2Exhibit B-1), belowand (iii) reasonable security procedures, or the elements thereof or of the accessways Tenant shall have access to the Premises or the Project. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 24 hours per day, 7 of this Leasedays per week, Tenant shall accept the Premises in its existing, “as is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that Tenant has accepted the Premises in its condition as of the date of such occupancy and that the Premises and the Building were at such time in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms of this Lease to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of the Premises to Tenant. Notwithstanding the foregoing, upon throughout the Lease Commencement Date, the Base Building, as that term is defined in Section 8.2 of this Lease, shall be in water tight and good working condition and repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an Operating Expense, as that term is defined in Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completionTerm.

The Premises. Section 1.1. Landlord hereby demises and leases to Tenant and Tenant hereby leases and takes from Landlord Landlord, the Premises for real estate described in Exhibit "A" attached hereto and by this reference made a part hereof (the Lease Term. The parties hereto agree that "Real Property") and the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it improvements thereon or to be kept and performed and added thereto in conjunction with the Development Program that this Lease is made do or will upon completion constitute the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the Common Areas, as that term is defined in Section 1.1.2, below, or the elements thereof or of the accessways to the Premises or the Project. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 of this Lease, Tenant shall accept the Premises in its existing, “as is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that Tenant has accepted the Premises in its condition as of the date of such occupancy and that the Premises and the Building were at such time in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms of this Lease to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of the Premises to TenantHospital. Notwithstanding the foregoing, upon Landlord and Tenant acknowledge and agree that Landlord shall be responsible for the Lease Commencement Datesupervision of the Development Program and that Tenant shall not be in breach of its obligations hereunder in the event of any delay in the completion of the Development Program which results from a breach by Landlord of its obligations with respect thereto; provided, however, that Tenant shall provide a project manager to assist Landlord with the Base Buildingsupervision of the Development Program; and provided, as further, that term is defined in Section 8.2 of the event that neither Landlord nor the lender under the Loan has completed the Development Program on or before December 1, 1997, Tenant shall have the right to terminate this Lease, it being understood and agreed that the completion of the Development Program was a material inducement to both Landlord's and Tenant's willingness to enter into this Lease. Section 1.2. Landlord hereby demises and leases to Tenant, and Tenant hereby leases and takes from Landlord, the vehicles, equipment, furniture, furnishings, and fixtures listed on Exhibit "Q", attached hereto and by this reference made a part hereof located therein (such equipment, vehicles, furniture, furnishings and fixtures, together with all replacements thereof and additions thereto financed with the proceeds of the Loan as part of the Development Program, will hereinafter be referred to as the "Personal Property"). The Development Program Equipment together with any other equipment that is necessary or convenient to operate the Hospital and which is acquired, in addition to the Personal Property, shall be acquired by and at the cost of Tenant and the same shall be and remain the property of Tenant ("Tenant's Equipment"). Landlord and Tenant acknowledge and agree that Tenant's Equipment shall include, but not be limited to, the equipment described in water tight Exhibit "R" which Tenant has agreed to lease in connection with and good working condition to facilitate the Development Program and repairwhich Tenant shall have the right to remove from the Hospital at the end of the Term hereof, whether by expiration or earlier termination, unless Landlord elects to assume the leases with respect thereto if and to the extent Tenant has obligations outstanding thereunder as of said termination date; provided, however, that in the event of the termination of this Lease as a result of the default of Tenant hereunder, Tenant shall have no right to remove said portion of the Tenant's Equipment from the Hospital but shall be obligated to assign the leases related thereto to Landlord hereby covenants that effective upon the Base Building date of said termination and any default by Tenant thereunder which is cured by Landlord in conjunction with said assumption shall remain be added to the damages owing to Landlord as a result of Tenant's default hereunder. Section 1.2.1. Tenant shall keep all of the Personal Property in good working order and condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s Tenant's sole cost and expense (which shall not be deemed an Operating Expenseexpense, as that term is defined in Section 4.2.3), repair and at the expiration or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as termination of the Lease Commencement DateTerm shall return and deliver all of such property to Landlord in as good order and condition as when received hereunder, Landlord reasonable wear and tear excepted. If necessary for the proper operation of the Hospital, Tenant shall not during the Lease Term replace part or all of the items of Personal Property which have been damaged or destroyed or become worn out or obsolete, and such replacement shall be liable to Tenant for any damagesat the sole cost of Tenant, but as Tenant’s sole remedy, any such replaced equipment shall be and remain the property of Landlord, at no cost subject, however, to TenantLandlord's obligations under Part II, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completionSection 2.

The Premises. 1.1.1.1 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises for (as set forth in Section 2.2 of the Lease TermSummary). The outline of the Premises is set forth in Exhibit A attached hereto and made a part hereof. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the any Common Areas, as that term is defined in Section 1.1.2, below, Areas or the elements thereof or of the accessways to the Premises or the Project. 1.1.1.2 On the Lease Commencement Date, the Building Systems (hereinafter defined) serving the Premises shall be in good working order and condition, and the Premises shall comply with applicable building codes. Except as specifically set forth Subject to the foregoing, and subject further to the performance of Tenant’s Fitout in this Lease and in accordance with the Tenant Work Letter attached hereto as Exhibit B and Landlord’s on-going repair and maintenance obligations set forth in Article 7 made a part hereof (the “Tenant Work Letter”), Landlord shall tender possession of this Lease, Tenant shall accept the Premises to Tenant in its existing, “as is,” condition“where is” condition and without representations or warranties, express or implied, in fact or by law, of any kind (except as may be expressly provided herein), and without recourse to Landlord, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the PremisesPremises (except Landlord shall be liable throughout the Lease Term and at its sole cost and expense to correct structural defects not caused or aggravated by Tenant). Landlord shall be deemed to have tendered possession of the Premises to Tenant also acknowledges upon the date that Landlord provides Tenant with a key or access card to the Premises with Tenant’s Fitout substantially complete, as such terms are defined in the Tenant Work Letter (the “Lease Commencement Date”), and no action by Tenant shall be required therefor. Except as expressly set forth in Section 2(i) of the Tenant Work Letter, if for any reason, Landlord is delayed in tendering possession of the Premises to Tenant by any particular date, Landlord shall not be subject to any liability for such failure, and the validity of this Lease shall not be impaired. Except as expressly set forth in Section 2(k) of the Tenant Work Letter, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of TenantTxxxxx’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that Tenant has accepted the Premises in its condition as of the date of such occupancy acknowledges and that the Premises and the Building were at such time in good and sanitary order, condition and repairagrees that, subject to any punchlist items concerning improvements required by the terms of this Lease to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, the Base Building, as that term is defined in Section 8.2 of this Lease, shall be in water tight and good working condition and repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions first sentence of this Section 1.1.1. Landlord shall, at Landlord’s sole cost 1.1.1.2 and expense (which shall not be deemed an Operating Expense, as that term is defined in Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 terms of the Tenant Work Letter) constructed , Tenant is leasing the Premises in their “AS IS,” “WHERE IS” condition and with all faults on the Execution Date, without representations or warranties, express or implied, in fact or by or on behalf law, of any Tenant Partykind, and without recourse to Landlord. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair Without limiting the generality of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damageforegoing, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action except as may be necessary to place the same affected by Tenant’s Fitout, Base Building utilities (including capacities thereof) shall be provided without warranty, in good working condition and repairtheir currently existing, and shall thereafter diligently pursue the same to completion“as-is” condition.

The Premises. Landlord Landlord, for and in consideration of the covenants and agreements on the part of Tenant contained in this Lease, does hereby leases to Tenant lease unto Tenant, and Tenant does hereby leases take from Landlord the Premises for the Lease Term. The parties hereto agree that the lease of the Premises is Landlord, upon and subject to the termsconditions hereinafter expressed, covenants and conditions herein set forth, and Tenant covenants as a material part certain portion of the consideration Property referred to as the "Lease Area," as described more particularly in Exhibit “A” attached hereto and incorporated herein, for this Lease to keep the sole and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the exclusive purpose of Exhibit A is to show conducting due diligence activities, designing, financing, constructing, installing, owning, operating, maintaining, repairing, replacing and removing the approximate location of the Premises in the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty System (as to the construction of the Premises, the precise area thereof or the specific location of the Common Areas, as that term is defined in Section 1.1.22 hereof). In addition to the foregoing, Landlord hereby grants Tenant a license to the proposed interconnection point with the regulated electric local distribution company (the "LDC") that provides electric distribution service to the City of Auburn. Tenant shall provide Landlord notice of the LDC's grant of an Interconnection Permit (defined in Section 3.3) when the exact location for installation of cable necessary to support the System is known. Landlord hereby grants to Tenant a non-exclusive easement or easements on, over, across, under and through the Property as necessary to allow Tenant to install and maintain its cables and related equipment as required by the Interconnection Permit and any other utility easements reasonably required in connection with the Permitted Uses (defined below) (the "Easement Areas"). Upon Tenant providing notice to Landlord of the final Easement Areas, the Parties shall execute a separate stand-alone non-exclusive easement or easements reflecting the final Easement Areas and otherwise being satisfactory to Tenant (the "Easements"), at which time the license provided above shall terminate. The Lease Area and the area subject to the license or the elements thereof or subsequent Easement Areas are referred to herein, collectively, as the "Premises." The Parties agree to amend Exhibit “A” upon Landlord's grant of the accessways easements referenced above, which revised Exhibit “A” shall be incorporated into this Lease. With respect to each Easement, (a) the Premises or term shall not exceed the Project. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 Term of this Lease, (b) to the extent permitted by applicable federal, state and local laws, such Easement shall be appurtenant to the Lease Area and shall run with and benefit the Lease Area and inure to the benefit of and be binding upon Landlord and Tenant and their respective successors and assigns, (c) no act or failure to act on the part of Tenant shall accept the Premises in its existingbe deemed to constitute an abandonment, “as is” condition, and Landlord shall not be obligated to provide surrender or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s businesstermination thereof, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises (i) upon recordation by Tenant shall conclusively establish that Tenant has accepted of a quitclaim deed specifically conveying the Premises in its condition as of Easement back to Landlord or (ii) the date of such occupancy and that the Premises and the Building were at such time in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms termination of this Lease pursuant to be made by Landlord for which Landlord receives written notice within thirty its terms, (30d) days following Landlord’s delivery non-use of the Premises Easement shall not prevent the future use of the entire scope thereof, and (e) no use of or improvement to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, Area or any lands benefited by the Base Building, as that term is defined in Section 8.2 of this Lease, shall be in water tight and good working condition and repairEasement, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord no assignment or sublease hereof or thereof, shall, at Landlord’s sole cost and expense (which shall not be deemed separately or in the aggregate, constitute an Operating Expense, as that term is defined in Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 overburdening of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completionEasement.

The Premises. (a) The Premises consist of (i) that certain building commonly known as 3535 Harbor Gateway Business Center, Costa Mesa, California and consxxxxxx xx 00,000 xxxxxx xxxx xx Xxxxxxxx Xxxx ("Xxxxxxxx X") and (ii) that area located around Building A and outlined on Exhibit "A" with a solid black line and containing parking and related facilities (the "Building A Area"). The Building and the Building A Area are each as depicted on Exhibit "A" attached hereto. Tenant's rights and obligations with respect to the Building A Area shall be as set forth in this Section 48.1. (b) Tenant's rights and obligations with respect to the Building A Area are as follows: (i) Subject to Section 48.3(c), Tenant shall be entitled to the exclusive use of the Building A Area, and all exclusive parking rights of Tenant pursuant to subsection (c) below shall be as to the spaces located in the Building A Area. (ii) Tenant shall be solely responsible with respect to maintenance of and payment of the costs of the Building A Area. Without limiting the generality of the foregoing: (1) All utilities used in or on the Building A Area are and shall be separately metered to and billed to Tenant, and the Building A Area is separately assessed and billed for real property tax purposes. Tenant shall be solely responsible for all such separately billed utilities and real property taxes. (2) Tenant shall be solely responsible to maintain all improvements and landscaping located in the Building A Area and to pay the costs thereof. Tenant shall select the persons to perform such maintenance and shall be solely responsible for the times when and the manner in which such maintenance is performed. However, the standard of maintenance by Tenant of the Building A Area shall be consistent, as to quality, with the standard of maintenance provided by Landlord hereby leases in the balance of the Center. Landlord's right to perform Tenant's obligations upon Tenant's failure to do so shall extend to Tenant's obligations pursuant to this clause (2). (3) Subject to Section 48.3(c), Tenant may restrict access to and across that portion of the Building A Area located to the west of Building A. The methods used by Tenant to impose such restriction shall be subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld, and shall be subject to compliance by Tenant with all applicable governmental requirements. (c) Landlord has provided to Tenant 210 parking spaces for Building A. Except as provided in subsection (g) below, all of such spaces are located in the Building A Area. Such spaces are allocated to Building A and are subject to the provisions of subsection (b) above and this subsection (c): (i) Subject to Section 48.3(c), all such allocated parking spaces are for the exclusive use of Building A and Tenant, its employees and business visitors. Tenant may, at Tenant's cost, make or erect signs with respect to Tenant's exclusive parking spaces designating such spaces as for the exclusive use of employees and business visitors of Tenant. Any markings or signs shall be compatible with markings or signs used by Landlord in the balance of the Center and shall be subject to the prior written approval of Landlord and any governmental authorities having jurisdiction. All such markings and signs in place at the date of this Lease are approved by Landlord. Maintenance and replacement of such signs and markings shall be the sole responsibility, both as to payment of costs and performance, of Tenant. (ii) Tenant shall be solely responsible to monitor the use of its exclusive parking spaces, through the use of decals or otherwise. Upon request of Tenant, Landlord will tow away unauthorized vehicles in such exclusive parking spaces. If Landlord shall not promptly respond to any request by Tenant to tow away vehicles, Tenant may, at Tenant's cost, proceed to tow such vehicles away from Tenant's exclusive parking spaces. All costs of towing not paid for by the owners of vehicles towed shall be borne by Tenant, which shall promptly pay the same to Landlord upon demand. Tenant shall indemnify, defend and hold harmless Landlord from and against all losses, liabilities, claims, damages and expenses, including attorneys' fees and costs of defense, suffered by Landlord and arising out of any vehicle towing conducted by Landlord at Tenant's expense or by Tenant, except only such losses, liabilities, etc. as are solely and proximately caused by the negligence of Landlord or its agents or employees. (d) Landlord and Tenant hereby leases from acknowledge that Tenant is currently in possession of the entire Premises, and nothing is required of Landlord the Premises for the Lease Term. The parties hereto agree that the lease to place Tenant in possession of the Premises is upon or any portion thereof. (e) Landlord reserves to itself the right, from time to time, to grant such easements, rights and subject to the terms, covenants and conditions herein set forthdedications as Landlord deems necessary or desirable, and Tenant covenants to cause the recordation of Parcel Maps and restrictions, so long as a material part of such easements, rights, dedications, Parcel Maps and restrictions do not unreasonably interfere with the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location use of the Premises in by Tenant or any other rights granted to Tenant pursuant to this Lease. Tenant shall sign any of the Building, onlyaforementioned documents upon request by Landlord, and such Exhibit failure to do so shall constitute a material breach of this Lease. (f) Tenant agrees that Tenant is not meant to constitute an agreement, representation or warranty as to the construction obtaining a right of exclusive use only of the Premises, including the precise Building A Area. Landlord reserves to itself, its successors and assigns, the non-exclusive right of use of all portions of the Center other than the Premises for all purposes not inconsistent with Tenant's use thereof, including use for parking and pedestrian purposes, vehicular ingress and egress, for the installation and maintenance of utilities and of landscaping on, over, under or across portions of the Center other than the Premises up to the exterior lines thereof, together with the right to enter upon the Premises upon 24 hours prior notice except in an emergency (without unreasonably interfering with Tenant's reasonable use and enjoyment) in order to service, maintain, repair, reconstruct, relocate or replace any of such utilities and landscaping. (g) Landlord and Tenant acknowledge that Tenant currently maintains FCC mobile testing trailers (the "Trailers") in approximately the area thereof depicted on Exhibit "A." In connection with the Trailers, Landlord and Tenant agree as follows: (i) Tenant may continue to locate and operate the Trailers as currently located and operated during the term of this Lease. (ii) The Trailers occupy all or portions of 17 parking spaces. Such 17 parking spaces shall be deducted from the specific 210 parking spaces allocated for Tenant's exclusive use pursuant to subsection (c) above. (iii) All obligations of Tenant pursuant to this Lease with respect to Building A shall apply with respect to the Trailers. Without limiting the generality of the foregoing, Tenant shall be solely responsible to maintain, repair and replace the Trailers, to insure the Trailers and to pay all real or personal property taxes assessed against the Trailers. Moreover, Tenant's use of the Trailers shall comply with all applicable requirements of all governmental authorities having jurisdiction of the Trailers. Tenant shall pay all charges for all utilities used by Tenant in or at the Trailers, directly to the purveyors thereof. (iv) Any changes in the location of the Common AreasTrailers, as that term is defined in Section 1.1.2, below, or Tenant's usage thereof and/or the elements thereof or of the accessways chain link fencing erected by Tenant with respect to the Premises Trailers shall be subject to the prior written consent of Landlord, not to be unreasonably withheld, delayed or conditioned. (v) Within ten (10) days after the Project. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 expiration or any earlier termination of this Lease, Tenant shall, at Tenant's cost, remove the Trailers, the chain-link fencing erected by Tenant with respect thereto and all other personal property and improvements placed or erected by Tenant in the area occupied by the Trailers. Tenant shall accept concurrently repair all damage caused by the Premises in Trailers, such fencing and such other improvements (such as post holes, broken pavement and dead grass) and restore the area to its existing, “as is” condition, condition prior to placement of such Trailers by Tenant. (h) Landlord and Landlord shall not be obligated to provide or pay for any improvement work or services related Tenant acknowledge that the entire area located to the improvement west of the Premises. Building A and adjacent Building B (as depicted on Exhibit "A") is operated as a single gated parking area for Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premisesand Q-Logic, the tenant of Building B pursuant to the Shared Agreement, as defined in Section 48.3(c). In the event that Q-Logic ceases to be the tenant of Building B and another tenant enters into the occupancy thereof, then: (i) Tenant shall remove entirely or relocate to the Project or south entirely on to Building Area A all security devices with respect to such parking (i.e., pass gates, fences, tire spikes, etc.). All such devices shall enclose only parking located on Building Area A. All such removals and relocations shall be at Tenant's sole cost. (ii) The total parking spaces on Building Area A (whether secured or unsecured) shall not exceed 193 spaces. (iii) Tenant's required removals or relocations pursuant to clause (i) above shall be accomplished by the suitability date that another tenant commences to occupy Building B. For this purpose, Landlord shall give to Tenant not less than 60 days prior written notice of the proposed occupancy date of Building B by such other tenant. If Tenant fails to remove or relocate such security devices, or any of them, within the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that Tenant has accepted the Premises in its condition as of the date of such occupancy and that the Premises and the Building were at such time in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by this clause (iii), Landlord may remove and discard the terms of this Lease to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, the Base Building, as that term is defined in Section 8.2 of this Lease, shall be in water tight and good working condition and repairsame, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an Operating Expense, as that term is defined in Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that removal shall be additional rent payable by Tenant pursuant to this Lease and shall be paid to Landlord within twenty (20) days after Tenant's receipt of Landlord's invoice therefor. (iv) If, after removal or relocation of such security devices, Tenant experiences substantial difficulty in maintaining the Base Building (or any portion thereof) was not in good working condition and repair as exclusivity of the Lease Commencement Dateparking spaces on Building Area A, Landlord and Tenant shall not review and consider alternate security measures to protect the exclusivity of such spaces. Any such measures shall be liable to Tenant for any damagesproposed by Tenant, but as Tenant’s sole remedy, shall be subject to the approval of Landlord, at no cost not to Tenant, shall promptly commence be unreasonably withheld provided that such work or take such other action as may be necessary to place security devices are compatible with the same in good working condition and repair, and shall thereafter diligently pursue quality of the same to completionCenter.

The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the “Premises”). The outline of the Premises is set forth in Exhibit A attached hereto. If Landlord does not tender possession of Suite 970 to Tenant on or before February 1, 2014, then Tenant shall receive two (2) days of Base Rent abatement (with respect to the 8,325 rentable square feet contained in Suite 970 only) for each day after February 1, 2014, that Suite 970 has not been delivered to Tenant. The February 1, 2014, date set forth above shall be extended by any delays caused by “Force Majeure” as defined in Section 29.16, below, or any delays caused by Tenant or any “Tenant Parties”, as defined in Section 10.1, below. The failure of any existing tenant to vacate shall not be a “Force Majeure” event nor a delay caused by Tenant. Except as expressly set forth above, Landlord shall not be liable for any damage for any delays in delivering the Occupied Portion of Suite 940 or Suite 970, and this Lease Termshall not be void or voidable thereby. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the “Building,” as that term is defined in Section 1.1.2, below, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the “Common Areas, ,” as that term is defined in Section 1.1.21.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 of this Leaseattached hereto as Exhibit B (the “Tenant Work Letter”), Tenant shall accept the Premises in its existing, “as is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that Tenant has accepted the Premises in its condition as of the date of such occupancy and that the Premises and the Building were at such time in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms of this Lease to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, the Base Building, as that term is defined in Section 8.2 of this Lease, shall be in water tight and good working condition and repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an Operating Expense, as that term is defined in Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completion.

The Premises. Landlord hereby leases to Tenant and Tenant ------------ hereby leases from Landlord the Premises for premises which are to be constructed by Landlord in accordance with the Lease TermTenant Work Letter which premises shall contain the approximate number of square feet set forth in Section 2.2 of the Summary (the "PREMISES"). The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions (the "TCCS") herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions TCC's by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit EXHIBIT A is to show the --------- approximate location of the Premises "BUILDING," as that term is defined in the BuildingSection 1.1.2, below, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the Common Areas, "COMMON AREAS," as that term is defined in Section 1.1.21.1.3, below, or the elements thereof or of the accessways to the Premises or the Project"PROJECT," as that term is defined in Section 1.1.2, below. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 of this Leaseattached hereto as EXHIBIT B (the "TENANT WORK LETTER"), Tenant shall accept the Premises in its existing, “as is” condition, and Landlord shall not be --------- obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s 's business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises when the Premises are Ready for Occupancy, by Tenant shall conclusively establish that Tenant has accepted the Premises in its condition as of the date of such occupancy and that the Premises and the Building were is at such time in good and sanitary order, condition and repair, subject only to any punchlist items concerning improvements required by the terms and Landlord's obligations set forth in Article 7 of this Lease Lease, including, without limitation, Landlord's obligation to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of maintain in accordance with Section 7.1 the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, the Base Building, "Building Structure" as that term is defined in Section 8.2 7.1 of this Lease, shall be in water tight and good working condition and repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an Operating Expense, as that term is defined in Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completion.

The Premises. Landlord 2.01 Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed by Tenant, hereby leases to Tenant the premises set forth in Section 1.01(e) (the "Premises") in the building(s) (the "Building") described in Section 1.01(d), together with the right to use the parking and Tenant hereby leases common areas and facilities which may be furnished from time to time by Landlord (collectively the Premises for "Common Areas"), including, without limitation, all common elevators, hallways and stairwells located within the Lease Term. The parties hereto agree that Building, and all common parking facilities, driveways and sidewalks, in common with Landlord and with the lease tenants and occupants of the Premises is upon Project, their agents, employees, customers, clients and subject invitees. No later than thirty (30) days after the date of this Lease, Tenant, at its sole cost and expenses, may engage an architect to measure the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location floor area of the Premises in accordance with the Building, onlyBOMA Standard (as defined below) using a common area load factor of 5.638%, and to certify the results of such Exhibit is not meant measurement to constitute an agreementLandlord and Tenant in writing. If Landlord disputes the results, representation or warranty as to Landlord, Landlord’s architect, if any, Tenant, and Tenant’s architect shall meet and resolve the construction dispute within five (5) days a the delivery of Landlord’s notice. If the measured Rentable Floor Area of the PremisesPremises as accepted by Landlord and Tenant is more than 1% different from that specified in Section 1.1(e), the precise area thereof or Annual Base Rental and Monthly Installments of Base Rent and Tenant Improvement Allowance shall each be recomputed, using the specific location square footage figure of the Common Areas, as that term is defined in Section 1.1.2, below, or the elements thereof or of the accessways to the Premises or the Project. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 of this Lease, Tenant shall accept the Premises in its existing, “as is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement measured Rentable Floor Area of the Premises. Landlord and Tenant also acknowledges agree that neither Landlord nor in such event, they shall each execute an amendment hereto or, at Landlord’s option, a restatement hereof reflecting the changes in Rentable Floor Area, Proportionate Share, Annual Base Rent, Monthly Installments of Base Rent and Tenant Improvement Allowance. The "BOMA Standard" means the Standard Method for Measuring Floor Areas as published by the Secretariat, Building Owners and Managers Association International (“BOMA”) (ANSI/BOMA Z65-1996), approved June 7, 1996. If Tenant fails to so measure on its own initiative, Tenant agrees that the Premises and the Building shall be deemed to include the number of rentable square feet set forth in Section 1.01(h) and in no event shall Tenant have the right to challenge, demand, request or receive any agent change in the base rent or other sums due hereunder as a result of Landlord has made any representation claimed or warranty regarding actual error or omission in the condition rentable or usable square footage of the Premises, the Building or the Project Project. However, should Landlord make any alterations or with respect additions to the suitability of any Building which change the total rentable square footage of the foregoing for Building or if Tenant relocates within the conduct of Building, the calculation in 1.01 (h) will be adjusted in accordance with the BOMA Standard. Landlord reserves the right at any time and from time to time to make alterations or additions to the Building or the Common Areas, and to demolish improvements on and to build additional improvements on the land surrounding the Building, during which time Tenant shall continue to have access to the Building and the Premises and Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession use of the Premises by Tenant shall conclusively establish that Tenant has accepted not be materially adversely affected, and to add or change the Premises name of the Building from time to time, in its condition as sole discretion without the consent of the date of such occupancy and that the Premises Tenant and the Building were at such time in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms of this Lease to same shall not be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, the Base Building, construed as that term is defined in Section 8.2 a breach of this Lease. The Building, shall be in water tight and good working condition and repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an Operating Expense, as that term is defined other buildings listed in Section 4.2.31.01(d), repair or replace any failed or inoperable portion of such Base the Common Areas and the land surrounding the Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that and the need Common Areas are hereinafter collectively referred to repair or replace was not caused by as the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completion"Project".

The Premises. Landlord hereby leases to Tenant and Tenant ------------ hereby leases from Landlord the Premises premises set forth in Section 6.3 of the Summary ----------- (the "Premises"). The Site Plan, Exterior Elevations and Schematic Plans for the Lease TermPremises are attached as Exhibit A hereto. The parties hereto agree that the --------- lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Plans attached as Exhibit A is to show shall not be --------- changed in any material way without Tenant's consent, which Tenant shall not unreasonably withhold. Exhibit A also shows the approximate location of Building --------- and the Premises in the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the "Common Areas, ," as that term is defined in Section 1.1.2, 1.1.3 ------------- below, or the elements thereof or of the accessways to the Premises or the Project. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 of this Lease, Tenant shall accept the Premises in its existing, “as is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s 's business, except as specifically set forth in this Lease and the Tenant Work LetterLease. The Upon taking of possession of the Premises by Premises, Tenant shall conclusively establish that Tenant has accepted determine whether the Premises in its condition as of the date of such occupancy and that the Premises and the Building were at such time are in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms of this Lease to be made by . Tenant shall inform Landlord for which Landlord receives written notice within thirty forty-five (3045) days following Landlord’s delivery of taking occupancy of its initial "punch list" of items needing repair. Failure to place a defect on the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, the Base Building, as that term is defined in Section 8.2 of this Lease, shall be in water tight and good working condition and repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s sole cost and expense (which initial punch list shall not be deemed an Operating Expense, as that term is defined in affect Landlord's obligations under Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completion.1.4

The Premises. Landlord (a) The property hereby leases leased to Tenant is that certain parcel of land (the "LAND") more particularly described in SCHEDULE A attached hereto and by this reference made a part hereof, TOGETHER WITH the buildings and other improvements (inclusive of the Equipment (as hereinafter defined)) now or hereafter located thereon (collectively, the "IMPROVEMENTS"). The Land and Improvements, together with all appurtenances thereto, hereinafter sometimes collectively referred to as the "PREMISES". (b) The Premises are demised and let hereunder subject to (a) the rights of any parties in possession thereof and the existing state of the title thereof as of the Commencement Date (as hereinafter defined), (b) any state of facts which an accurate survey or physical inspection thereof might show, (c) all zoning regulations, restrictions, rules and ordinances, building restrictions and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction, and (d) with respect to the Improvements, their condition as of the Commencement Date, without representation or warranty by Landlord. Tenant hereby leases from represents to Landlord that Tenant has examined the title to the Premises prior to the execution and delivery of this Lease and has found the same to be satisfactory for all purposes hereof. (c) TENANT HAS HAD THE OPPORTUNITY TO EXAMINE THE PREMISES AND THE SIDEWALKS AND CURBS ADJACENT THERETO AND THE PHYSICAL CONDITION THEREOF, INCLUDING THE EXISTENCE OR NON-EXISTENCE OF ANY HAZARDOUS SUBSTANCES THEREON OR UNDER, AND TENANT ACCEPTS THE SAME "AS IS" AS OF THE DATE HEREOF. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED HEREIN TO THE CONTRARY, TENANT ASSUMES ALL RISKS, IF ANY, RESULTING FROM ANY LATENT OR PATENT DEFECTS IN THE DEMISED PREMISES OR THE SIDEWALKS AND CURBS ADJACENT THERETO OR FROM ANY FAILURE OF THE SAME TO COMPLY WITH ANY REQUIREMENTS APPLICABLE THERETO. (d) Landlord makes no representation or warranty with respect to the Lease Term. The parties hereto agree that the lease condition of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration or its fitness or availability for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the Common Areas, as that term is defined in Section 1.1.2, below, or the elements thereof or of the accessways to the Premises or the Project. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 of this Lease, Tenant shall accept the Premises in its existing, “as is” conditionany particular use, and Landlord shall not be obligated to provide or pay liable for any improvement work latent or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that Tenant has accepted the Premises in its condition as of the date of such occupancy and that the Premises and the Building were at such time in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms of this Lease to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, the Base Building, as that term is defined in Section 8.2 of this Lease, shall be in water tight and good working condition and repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an Operating Expense, as that term is defined in Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completionpatent defect therein.

The Premises. Landlord hereby leases to Tenant Tenant, and Tenant hereby leases from Landlord the Premises for the Lease Term. The parties hereto agree that the lease of the Premises is Landlord, upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the Common Areas, as that term is defined in Section 1.1.2, below, or the elements thereof or of the accessways to the Premises or the Project. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 of this Lease, Tenant shall accept the Premises in its existing, “as is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that Tenant has accepted the Premises in its condition as of the date of such occupancy and that the Premises and the Building were at such time in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms of this Lease to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, the Base Building, as that term is defined in Section 8.2 of this Lease, shall be in water tight and good working condition and repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Lease, the Premises. The Premises are leased with the right of Tenant to use for its customers, employees and visitors, in common with other entities entitled thereto, such common areas and facilities as Landlord may from time to time designate and provide. The approximate size of the Premises (excluding any Tenant’s Outside Areas) is set forth in Section 1.1.11 of the Lease and Landlord and Tenant agree that such size of Premises set forth in Section 1 shall be used for calculation of Rent and Xxxxxx’s Percentage. During the Term, Landlord shallwill grant Tenant rights to the exclusive use of certain areas of the Property outside of the Premises to the extent the same are reasonably necessary in connection with Xxxxxx’s use of the Premises (“Tenant’s Outside Areas”). The exact location of the Tenant’s Outside Areas shall be mutually agreed upon between Landlord and Xxxxxx as soon as reasonably practicable following the full execution and delivery of this Lease. During the Term, Tenant may request modification or expansion of the Tenant’s Outside Areas and Landlord shall reasonably cooperate with Tenant in connection therewith, at no expense to Landlord. Notwithstanding the foregoing, unless Tenant is leasing the entire Building, Landlord shall have no obligation to allow any Tenant’s sole cost Outside Areas to be located in such areas designated as “Landlord Reserve Areas” in the site plan attached hereto as Exhibit A-1. Following submission of proposed plans to Landlord, and expense (subject to the written approval of Landlord, which shall not be deemed an Operating Expenseunreasonably withheld, as conditioned, or delayed Tenant may take such reasonable actions to ensure its use of the Tenant’s Outside Areas is not subject to unreasonable interference including, without limitation, installing portable barriers, barricades, and fencing, erecting informational and directional signage, and making pavement markings, subject in each case to Tenant’s compliance with the provisions of Section 25(A) below. Any expenses incurred by Landlord attributable to the Tenant’s Outside Areas that term is defined in Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“are requested by Xxxxxx and that do not arise from Landlord’s Two Year Warranty”)performance of its obligations hereunder including, provided that without limitation, Landlord’s obligations under Articles 13, 22, and 31 and Exhibit C, shall be paid solely by Xxxxxx. During the need to repair or replace was not caused by Term, Tenant may access the misuseRoof for installation, misconductmaintenance, damagerepair, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) and replacement of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 systems supporting Tenant’s use of the Premises, any such access shall be subject to Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty entering into the roof access agreement attached hereto as Exhibit H. Any reference to “Premises” within this Lease shall not be deemed to require Landlord include any Tenant’s Outside Area, except in regard to replace any portion calculation of any Base BuildingRent or Additional Rent, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair which shall only be based upon the measurement of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completionindoor Premises.

The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the “Premises”). The outline of the Premises for the Lease Termis set forth in Exhibit 1.1.1-1 attached hereto. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A 1.1.1-1 is to show the approximate location of the Premises in the Building, onlyPremises, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the “Common Areas, ,” as that term is defined in Section 1.1.2, 1.1.3 below, or the elements thereof or of the accessways access ways to the Premises or the “Project”, as that term is defined in Section 1.1.2 below. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 of this Lease, Tenant shall accept the Premises in its existing, presently existing “as as-is” condition, condition and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Landlord shall deliver the Premises to Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding with the condition of the Premisesfloor plan (i.e., the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession layout) of the Premises by Tenant in substantial conformance with Exhibit 1.1.1-1 attached hereto. The Premises shall conclusively establish that Tenant has accepted exclude Common Areas, including without limitation exterior faces of exterior walls, the Premises in its condition as entry, vestibules and main lobby of the date of such occupancy Building, elevator lobbies and that common lavatories, the Premises common stairways and the Building were at such time stairwells, elevators and elevator wxxxx, boiler room, sprinkler rooms, elevator rooms, mechanical rooms, loading and receiving areas, electric and telephone closets, janitor closets, and pipes, ducts, conduits, wires and appurtenant fixtures and equipment serving exclusively or in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms of this Lease to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery common with other parts of the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, the Base Building, as that term is defined in Section 8.2 of this Lease, shall be in water tight and good working condition and repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an Operating Expense, as that term is defined in Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completion.

The Premises. 2.1.1 Subject to the terms hereof, Landlord hereby leases the Premises to Tenant and Tenant hereby leases from Landlord the Premises for the Lease Termfrom Landlord. The parties hereto agree Landlord and Tenant acknowledge that the lease rentable square footage of the Premises is upon as set forth in Section 1.2.2 and subject the rentable square footage of the Building is as set forth in Section 1.6; provided, however, that Landlord may from time to time re-measure the Premises and/or the Building in accordance with any generally accepted measurement standards selected by Landlord (provided that Landlord uses the same measurement standard for both the Premises and the Building) and adjust Tenant’s Share based on such re-measurement; provided further, however, that any such re-measurement shall not affect the amount of Base Rent payable for, or the amount of any tenant allowance applicable to, the initial Term. At any time Landlord may deliver to Tenant a notice substantially in the form of Exhibit C, as a confirmation of the information set forth therein. Tenant shall execute and return (or, by notice to Landlord, reasonably object to) such notice within five (5) days after receiving it, and if Tenant fails to do so, Tenant shall be deemed to have executed and returned it without exception. 2.1.2 Subject to the termsWork Letter and except as expressly provided herein, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the Common AreasExpansion Space, and any First Offer Space, as that term is defined applicable, are to be accepted by Tenant in Section 1.1.2, below, or their respective condition and configuration existing on the elements thereof or date of the accessways delivery to the Premises or the Project. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 without any obligation of this Lease, Tenant shall accept the Premises in its existing, “as is” condition, and Landlord shall not be obligated to provide perform or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made alterations thereto and without any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the their suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of foregoing notwithstanding, Landlord shall deliver the Premises by Premises, any Expansion Space and any First Offer Space to Tenant shall conclusively establish that Tenant has accepted in good operating condition, free from material defect in design, material and workmanship, and in compliance with all Laws to the Premises in its condition as of extent required to allow the legal occupancy thereof. During the twelve (12) month period following the date of such occupancy and that the Premises and the Building were at such time in good any Expansion Space are Ready for Occupancy, and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by notwithstanding the terms of this Lease to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery of the Premises to Tenant. Notwithstanding the foregoing, upon the Lease Commencement Date, the Base Building, as that term is defined in Section 8.2 7.1 of this Lease, Landlord shall be in water tight and good working condition and responsible to repair, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s sole cost and expense (expense, any defect in design, material or workmanship of the Premises. Landlord shall additionally be responsible to remedy, at Landlord’s sole cost and expense, any failure of such space to have been constructed in compliance with applicable laws, which obligation shall not be deemed an Operating Expense, as that term is defined in Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two limited to the twelve (212) year month period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completionset forth above.

The Premises. The Landlord hereby leases is the owner of Flowerfield which includes a certain piece of real property located in the Town of Smithtown, County of Suffolk and State of New York and more particularly described as part of a parcel currently designated as in Suffolk County Tax Map District 800 Section 40, Block 2, Lot 15 (the "Overall Premises"),. Landlord shall lease to Tenant and Tenant hereby leases from Landlord a parcel within the Overall Premises for the Lease Term. The parties with certain improvements erected thereon which is more particularly described on a map attached hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forthas Exhibit "A", and Tenant covenants as made a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon in accordance with the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the Common Areas, as that term is defined in Section 1.1.2, below, or the elements thereof or of the accessways to the Premises or the Project. Except as specifically set forth in this Lease and in the Tenant Work Letter and Landlord’s on-going repair and maintenance obligations set forth in Article 7 terms of this Lease, Tenant shall accept . The parcel is referred to herein as the "Leasehold Premises". The Leasehold Premises in its existing, “as is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement are leased subject to: a) The existing state of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that Tenant has accepted the Premises in its condition title thereof as of the date of this Lease. b) Any state of facts which an accurate survey shows. c) All zoning regulations, restrictions, rules and ordinances, building restrictions and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction thereof, provided such occupancy regulations, restrictions, rules and that the Premises and the Building were at such time in good and sanitary order, condition and repair, subject to any punchlist items concerning improvements required by the terms of this Lease to be made by Landlord for which Landlord receives written notice within thirty (30) days following Landlord’s delivery ordinances do not unreasonably prohibit Tenant's use of the Premises as described herein. d) Easements, covenants and restrictions, of record, if any, to Tenant. Notwithstanding the foregoingextent the same are in force and effect. e) The right to maintain existing vaults, upon vault spaces, areas, pipes, water lines, conduit, sewerage lines, electric lines, fiber optic lines, the Lease locations of which are set forth in Exhibit "A". f) Condition and state of repair of the Leasehold Improvements as the same exist as of the Commencement Date; provided, the Base Buildinghowever that Landlord will perform certain work in accordance with Article 19, as that term is defined in Section 8.2 of this Lease. Other than as set forth in this Lease, shall be in water tight and good working Landlord makes no representation or warranty with respect to the condition and repairof the Leasehold Premises or its fitness or availability for any particular use other than as permitted by the zoning thereof, and Landlord hereby covenants that the Base Building shall remain in good working condition for a period of two (2) years following the Lease Commencement Date pursuant to the terms and conditions of this Section 1.1.1. Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an Operating Expense, as that term is defined in Section 4.2.3), repair or replace any failed or inoperable portion of such Base Building during such two (2) year period (“Landlord’s Two Year Warranty”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of any Tenant Party, as that term is defined in Section 10.1, below, or by any modifications, Alterations, as that term is defined in Section 8.1 below, or improvements (including the Tenant Improvements, as that term is defined in Section 2.1 of the Tenant Work Letter) constructed by or on behalf of any Tenant Party. Landlord’s Two Year Warranty shall not be deemed to require Landlord to replace any portion of any Base Building, as opposed to repair such portion of such Base Building, unless prudent commercial property management practices dictate replacement rather than repair of the item in question. To the extent repairs which Landlord is required to make pursuant to this Section 1.1.1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair. If it is determined that the Base Building (or any portion thereof) was not in good working condition and repair as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damagespatent or latent structural defect therein, but as of which Landlord has received no notice, on or before the Commencement Date hereof, from Tenant’s sole remedy, Landlord, at no cost to Tenant, shall promptly commence such work or take such other action as may be necessary to place the same in good working condition and repair, and shall thereafter diligently pursue the same to completion.