15987863_v17 LEASE AGREEMENT By and Between: INDUSTRY OFFICE SLC, LLC a Delaware limited liability company LANDLORD and RECURSION PHARMACEUTICALS, INC., a Delaware corporation TENANT 650 South 500 West Salt Lake City, UT 84101
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15987863_v17 LEASE AGREEMENT By and Between: INDUSTRY OFFICE SLC, LLC a Delaware limited liability company LANDLORD and RECURSION PHARMACEUTICALS, INC., a Delaware corporation TENANT 000 Xxxxx 000 Xxxx Xxxx Xxxx Xxxx, XX 00000
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i 15987863_v17 INDUSTRY COMMERCIAL BUILDING OFFICE LEASE SALT LAKE CITY SUMMARY OF BASIC LEASE TERMS Capitalized terms, first appearing in quotations in this Summary of Basic Lease Terms, elsewhere in the Lease or any Exhibits, are definitions of such terms as used in the Lease and Exhibits and shall have the defined meaning whenever used. 1) “Effective Date”: The date of the last signature affixed to this Lease. 2) “Commencement Date”: The first day after each of the following has occurred: (a) Landlord has delivered the Premises to Tenant with Landlord’s Work Substantially Completed (both in Warm Shell Condition and completion of the Office Improvements (as each is defined in the Work Letter attached as Exhibit C hereto (the “Work Letter”)), and (b) Tenant has completed its improvements to the Laboratory Premises (as defined herein); provided, however, that in no event shall the actual Commencement Date and the commencement of Tenant’s Base Rent obligations occur later than May 31, 2022 (the “Outside Commencement Date”). The anticipated Commencement Date shall be set forth in the Schedule (as defined in the Work Letter). 3) “Expiration Date”: The last day of the twenty-fourth (24th) full calendar month following the Commencement Date. 4) “Lease Term” or “Term”: Twenty-Four (24) whole calendar months following the Commencement Date. 5) “Building Address”: 000 Xxxxx 000 Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000 6) “Landlord”: INDUSTRY OFFICE SLC, LLC, and/or its assigns 7) “Landlord’s Address”: x/x XXXXXXXX Xxxxxx 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 ATTN: SLC Management Email: xxxxxxx@xxxxxxxxxxxxxx.xxx 8) “Tenant”: Recursion Pharmaceuticals, Inc., a Delaware corporation 9) “Tenant’s Address”: Recursion Pharmaceuticals, Inc. 00 Xxxxx Xxx Xxxxxx Xxxxxx Xxxx Xxxx Xxxx, Xxxx 00000 Contact: Xxxx Xxxxxx Email: xxxx.xxxxxx@xxxxxxxxx.xxx
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ii 15987863_v17 10) “Building”: INDUSTRY Salt Lake City Commercial Building. 11) “Building Complex”: The Building Complex is comprised of the Land, the Building (along with all improvements and common areas), and the garage. 12) “Land”: The land legally described on Exhibit A-1 attached hereto, upon which the Building is situated. 13) “Security Deposit”: One Hundred Eighty Thousand and 00/100 Dollars ($180,000.00) due within ten (10) days of the Effective Date. 14) “Premises”: The area of the Building containing at least 25,000 rentable square feet (“RSF”) (but not to exceed 55,000 RSF) generally depicted on a floor plan to be attached as Exhibit B hereto on or before March 31, 2021, with an address of 000 Xxxxx 000 Xxxx, Xxxxx XXX, Xxxx Xxxx Xxxx, Xxxx, 00000. The final location and RSF of the Premises shall be determined by the parties during the co- design process outlined in the Work Letter and shall be certified per as-built architectural drawings and memorialized in the Commencement Date, Premises Area Measurement and Base Rent Confirmation Certificate as depicted in Exhibit E attached hereto. The portion of the Premises containing office uses is referred to herein as the “Office Premises” and the portion containing laboratory / research and development uses is referred to herein as the “Laboratory Premises.” 15) “Base Rent”: From and after the Commencement Date, Tenant shall pay monthly Base Rent in accordance with the following schedule. The monthly and annual Base Rent shall be certified per as-built architectural drawings and memorialized in the Commencement Date, Premises Area Measurement and Base Rent Confirmation Certificate as depicted in Exhibit E of the Lease by multiplying the Base Rent PSF by the final, certified area (Base Rent PSF shall not change). Tenant shall be responsible for Building and Amenity Expenses during any Base Rent abatement periods. BASE RENT (OFFICE PREMISES) Period Annual Base Rent PSF Estimated Expenses PSF* Estimated Monthly Rent Commencement Date – Month 12 $25.00 $9.01 Month 13 – Expiration Date $25.75 $9.01
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iii 15987863_v17 BASE RENT (LABORATORY PREMISES) * Estimate only. Additional Rent, including Building Expenses and Amenity Expenses, shall be calculated and reconciled as set forth in Paragraph 4 below. 16) “Guaranty”: Intentionally omitted. 17) “Permitted Use”: General office, scientific and laboratory uses, including, without limitation, wet and dry laboratory uses (including, without limitation, a chemistry laboratory) and research and development uses, together with all ancillary uses relating thereto, subject to the limitations set forth in this Lease. Period Annual Base Rent PSF Estimated Expenses PSF* Estimated Monthly Rent Commencement Date – Month 12 $18.00 $9.01 Month 13 – Expiration Date $18.54 $9.01
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3 15987863_v17 (ii) all supplies and materials used in the operation and maintenance of the Building, including holiday decorations; (iii) costs of all utilities and maintenance of utility systems for the Building, including but not limited to the cost of water, power, heating, lighting, air conditioning, ventilating, sewer and trash disposal, except for those costs billed to Tenant or other tenants; (iv) costs of all third party maintenance and service agreements for the Building, including, but not limited to, alarm service, janitorial service, window cleaning, security service, elevator maintenance, grounds maintenance and heating, ventilating and air conditioning systems to the extent such agreements are not separately billed to Tenant or other tenants; (v) costs of all insurance premiums relating to the Building, including, without limitation, the cost of casualty, liability and property damage insurance applicable to the Building and Landlord's personal property used in connection therewith (except to the extent that any tenant pays Landlord directly or is otherwise responsible for increases in insurance premiums caused by the acts or omissions of such other tenant in the Building, which shall be the obligation of such other tenant); (vi) costs of any repairs and general maintenance to the Building, or any part thereof and the equipment therein (excluding repairs and general maintenance paid by proceeds of insurance, by Tenant or by other third parties, and alterations attributable solely to tenants of the Building); (vii) capital investment items, excluding costs of the original construction of the Building, (amortized over the useful life of such item) which reduce Building Expenses, or which are required by any governmental order, including the cost of compliance with any laws affecting the Building; (viii) professional management fees to manage the Building, including, without limitation, rental for the manager's office space and costs of supplying the manager with commercially reasonable and customary office equipment and storage space in the Building, and the pro rata share attributable to the Building for commercially reasonable and customary amounts directly charged to the Building Complex for the manager's salary plus benefits; (ix) accounting, inspection, legal and other consultation fees or expenses of enforcing the rules and regulations of the Building which are incurred in the ordinary course of operating the Building including, without limitation, commercially reasonable fees charged by consultants retained by Landlord for services that are intended to produce a reduction in Building Expenses, reduce the rate of increase in Building Expenses, or reasonably improve the operation, maintenance, or state of repair of the Building Expenses, and any dues or other assessments charged or imposed as a result of the inclusion of the Building in any metropolitan district or property owners association or sub-association; (x) costs incurred by Landlord, or its agents, in engaging experts or other consultants to assist them in making the computations required hereunder; (xi) all real estate taxes and assessments, including without limitation special assessments, imposed upon the Land and Building by any governmental bodies or authorities, and all charges specifically imposed in lieu of such taxes and any costs incurred in connection with appealing or contesting such assessments. The term “taxes” as used in this
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4 15987863_v17 paragraph shall not include state, local or federal personal and corporate income taxes measured by the income of Landlord; estate and inheritance taxes, franchise, succession and transfer taxes; interest on taxes and penalties resulting from failure to pay real estate taxes; and ad valorem taxes on Landlord's personal furniture and furnishings, and on Landlord’s leasehold improvements to the extent that the same exceed standard Building allowances; (xii) costs for lighting, heating and cooling, painting and cleaning the Building; (xiii) costs of maintenance, lighting, sanding, paving repairs, restriping and general maintenance of parking areas, snow and ice removal, rubbish removal and landscaping; and (xiv) costs of licensing, permits, service and usage charges, costs of compliance with all rules and regulations and orders of governmental authorities pertaining to the Building, including those related to engineering and environmental issues, air pollution control and monitoring air quality, and any costs of any environmental clean-up undertaken by Landlord as a result of environmental contamination caused solely by or under Tenant. TENANT UNDERSTANDS THAT THE BUILDING IS AN EVOLVING OFFICE ENVIRONMENT. THE DENOMINATOR FOR THE CALCULATION OF TENANT’S BUILDING EXPENSE PRO-RATA SHARE OF THE COLLABORATIVE TENANTS WILL FLUCTUATE BASED ON THE NUMBER AND SIZE OF THE TENANTS AND HOW THE BUILDING IS UTILIZED. (c) Building Expenses expressly exclude the following: (i) costs incurred in connection with the initial development and improvement of the Building Complex or Building, including, without limitation, impact fees; (ii) costs of capital improvements (as opposed to capital repairs that are capital in nature), except to the extent the same are either expected to reduce the normal Building Expenses (including, without limitation, utility costs) of the Building, or for the purpose of complying with any law, rule or order (or amendment thereto) not in effect as of the date of this Lease. All capital costs that are allowable as Building Expenses shall be amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to be the item’s useful life; (iii) non-cash items, such as but not limited to depreciation and amortization (except as set forth in subsection (ii) above); (iv) debt service on indebtedness secured by any mortgage, deed of trust or similar instrument encumbering the Building, and points, prepayment penalties and financing and refinancing costs for such indebtedness, including, without limitation, the cost of appraisals, title insurance and environmental, geotechnical, zoning and other reports; (v) expenses of procuring tenants and marketing, negotiating and enforcing Building leases, including, without limitation, brokerage commissions, attorneys’ fees, advertising and promotional expenses, rent concessions and costs incurred in resolving
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5 15987863_v17 disputes and/or in removing and storing the property of former tenants and other occupants of the Building; (vi) expenses of any tenant improvement work that Landlord performs for any tenant or prospective tenant of the Building, including, without limitation, tenant improvement work to the Premises that Landlord performs for Tenant, and of relocating and moving any tenant in the Building; (vii) items for which Landlord is otherwise reimbursed or would have been reimbursed but for Landlord’s failure to comply with the requirements therefor, including, without limitation, by insurance or condemnation proceeds or under any warranties; (viii) expenses (including, without limitation, late fees, penalties and interest) resulting from the violation of laws or any contract by Landlord, Landlord’s employees, agents or contractors, including, without limitation, any expenses arising out of Landlord’s failure to make timely payment and performance of its obligations; (ix) Landlord’s general corporate overhead; (xi) expenses for repairs and other work caused by (a) construction or design defects to the initial shell and core of the Building, or (b) the failure of the Building to comply as of the Commencement Date with any then-existing laws; (xiii) expenses to remove hazardous materials (as defined below) in or under the Building, Land or the Building Complex not caused by or under Tenant; (xiv) expenses in connection with services or other benefits provided on an ongoing basis to other Building tenants that are not available to Tenant; (xv) costs as a result of (a) the negligence or willful misconduct of Landlord or Landlord’s employees, agents or contractors, (b) the breach by Landlord of any lease in the Building beyond any applicable notice and cure period, and (c) the negligence or willful misconduct of other identified tenants of the Building; (xvi) costs for which Landlord receives payment from other tenants directly (other than as a part of Building Expenses) under the provisions of such tenants’ leases, and the cost of any item or service for which Tenant separately reimburses Landlord or pays third parties; (xvii) rental under any ground or underlying lease and under any lease or sublease assumed, directly or indirectly, by Landlord (e.g., a take-back sublease); (xviii) Landlord’s charitable, civic and political contributions and professional dues (excepting any LEED or similar certification applicable to the Building or Project, the commercially reasonable amounts associated therewith shall be recoverable Building Expenses);
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7 15987863_v17 year (the “Estimate Statement”), which shall show, in reasonable detail, the breakdown of estimated Building Expenses and Amenity Expenses for such year by category. Tenant shall thereafter pay in advance in monthly installments, with the Base Rent, Tenant’s Pro-Rata Share of the Building Expenses and Amenity Expenses. Such Estimate Statement shall be based on the actual Building Expenses and Amenity Expenses for the immediately preceding calendar year and Landlord’s reasonable estimate of such expenses for the following calendar year. If, based on actual expenses incurred during such calendar, Landlord determines that the Estimate Statement materially over or underestimates Tenant’s Pro-Rata share, Landlord may (but if the variation is a material reduction in Tenant’s Pro-Rata share, Landlord shall) deliver to Tenant (but no more than once every calendar year under the Lease) a revised the Estimate Statement, together with reasonable documentation justifying such change. Tenant shall have no less than 30 days after the delivery of any Estimate Statement to may any payment required to be made pursuant thereto. Landlord shall within the period of 120 calendar days (or as soon thereafter as possible) after the close of each calendar year give Tenant a statement showing in reasonable detail such year's actual Building Expenses and Amenity Expenses, together with a reconciliation statement comparing the actual costs with the costs set forth in the Estimate Statement. In the event such reconciliation statement reveals an underpayment by Tenant, Tenant shall, within 30 days, pay to Landlord the amount of such underpayment. If, on the other hand, the reconciliation statement reveals an overpayment, then Landlord shall promptly refund to Tenant the amount of such overpayment within 30 days or, at Tenant’s election, credit such amount to the succeeding monthly installments of Base Rent; provided, however, no refunds of Additional Rent, or amounts escrowed hereunder, shall be paid to Tenant if Tenant is in default of any of its obligations under the Lease beyond any applicable notice and cure period. The failure of Landlord to submit statements provided for herein shall not relieve Tenant of its obligation to pay Tenant’s Pro-Rata Share of Building Expenses and Amenity Expense; provided, however, Landlord shall not be entitled to collect from Tenant any Building Expenses or Amenity Expenses that are billed to Tenant for the first time more than twenty-four (24) months after such expenses arise; however, the limitation set forth in this clause shall not apply with respect to taxes or Tenant’s obligation to pay any deficiency with respect to Tenant’s share of taxes for any calendar year. Excepting any management or administrative fees expressly permitted herein. for any particular calendar year of the Term, Landlord may not collect Building Expenses or Amenity Expenses from tenants in the Building in an amount that is in excess of one hundred percent (100%) of the Building Expenses or Amenity Expenses, as applicable, actually paid or incurred by Landlord for such calendar year. Landlord shall use commercially reasonable efforts to control Building Expenses and Amenity Expenses to the extent reasonably practicable, and shall pay all Building Expenses and Amenity Expenses in a timely manner prior to delinquency. Notwithstanding anything contained in this Paragraph 4 to the contrary, at Landlord’s option: (i) Landlord shall have the right, acting reasonably and in good faith, to allocate certain Building Expenses to less than all of the occupants in the Building, in which event Tenant’s share of such costs (the “Cost Pool”) shall be as follows: (A) in the event Tenant is one of the occupants participating in such Cost Pool, its share of such Building Expenses shall be calculated in the manner set forth in Paragraph 4(a), but the denominator used to determine such share shall exclude those occupants not participating in such Cost Pool; or (B) in the event Tenant is not one of occupants participating in such Cost Pool, its share of such Building Expenses shall be set forth in the manner set forth in Paragraph 4(a) but the denominator used to determine such share shall exclude those occupants participating in such Cost Pool; or (ii) Landlord shall have the right to cause Tenant to directly pay for any extraordinary expenses resulting from Tenant’s operations from the Premises.
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13 15987863_v17 attach or affix any articles thereto without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. All alterations, improvements, and additions to the Premises (other than the Laboratory Premises) and Common Area (as permitted by Landlord in accordance with this Paragraph) shall be done only by Landlord or contractors or mechanics approved by Landlord, and shall be at Tenant's sole expense and at such times and in such manner as Landlord may reasonably approve. Any work approved by Landlord hereunder affecting the Laboratory Premises may be performed, at Tenant’s option, by Tenant or its contractors or mechanics (which shall be reasonably approved by Landlord), at Tenant’s sole cost and expense. Any mechanics or materialman's lien for which Landlord has received a notice of intent to file or which has been filed against the Premises and Common Area or the Building arising out of work done for, or materials furnished to or on behalf of Tenant, its contractors or subcontractors shall be discharged, bonded over, or otherwise satisfied by Tenant within ten days following the earlier of the date Landlord receives (1) notice of intent to file a lien or (2) notice that the lien has been filed. If Tenant fails to discharge, bond over, or otherwise satisfy any such lien, Landlord may do so at Tenant’s expense, and the amount expended by Landlord, including reasonable attorneys’ fees, shall be paid by Tenant within 10 days following Tenant's receipt of a xxxx from Landlord. All alterations, improvements, or additions, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises shall become Landlord’s property and shall remain upon the Premises at the termination of this Lease by lapse of time or otherwise, without compensation to Tenant (excepting only Non-Standard Alterations [as defined below] and the following defined “Tenant’s Property”: Tenant’s movable office furniture, trade fixtures, office and professional equipment, laboratory equipment and benches, prefabricated laboratory pods and related trade fixtures and equipment, process tanks and piping, materials handling and storage shelving and related fixtures, generators, and any network-powered broadband, communication and/or coaxial cables installed by or for the benefit of Tenant, hereunder “cabling”). Further, Landlord may require that Tenant remove any Non-Standard Alterations (hereinafter defined) at the expiration or earlier termination of the Lease Term, and restore the Premises to its prior condition, reasonable wear and tear excepted, but only if Landlord has notified Tenant at the time that Landlord and Tenant agree upon and attach the Plans (as defined in the Work Letter) as Exhibit C-1 to the Work Letter that Tenant will be required to remove any particular Non-Standard Alteration upon Lease expiration. As used herein, “Non-Standard Alterations” shall mean any improvements or alterations constructed within or as part of the Laboratory Premises that cannot be cost-effectively redesigned and/or repurposed for general office use in accordance with Landlord’s standard office specifications. Non-Standard Alterations expressly excludes each of the following, which may be surrendered by Tenant and left in place at the end of the Lease Term (collectively, the “Remaining Improvements”): upgrades or enhancements to utilities or related services; HVAC equipment and related fixtures; ventilation equipment, including, without limitation, rooftop vents (notwithstanding the provisions of Section 5 of the Rider regarding Rooftop Equipment); loading dock improvements; and flooring. Unless Landlord requires their removal (to the extent permitted, and subject to the terms, provisions and conditions, under this Lease), all Tenant Improvements and Alterations which may be made on the Premises (other than Tenant’s Property) shall become the property of Landlord and remain upon and be surrendered with the Premises at the expiration of the Lease Term. Except as otherwise set forth below, all of Tenant’s Property shall remain Tenant’s sole property during and after the Lease Term regardless of whether such property is affixed or attached to the Premises. Unless Landlord notifies Tenant otherwise or if Landlord requests that any alteration, improvement, or addition remain, any other alteration, improvement, or addition made by Tenant to any portion of the Premises other than the Laboratory Premises after the Commencement Date which was designated for Tenant’s removal
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15 15987863_v17 (i) Commercial general liability insurance which insures against claims for bodily injury, personal injury, and property damage based upon, involving, or arising out of the use, occupancy, or maintenance of the Premises and the Building. Such insurance shall afford, at a minimum, the following limits: Each Occurrence $1,000,000 General Aggregate $4,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury Liability $1,000,000 Fire Damage Legal Liability $100,000 Medical Payments $5,000 Tenant’s commercial general liability insurance shall include Landlord and Landlord’s mortgagees, as additional insureds. This coverage shall be written on the most current ISO CGL form (or its equivalent), shall include contractual liability, premises-operations and products- completed operations and shall contain an exception to any pollution exclusion which insures damage or injury arising out of heat, smoke, or fumes from a hostile fire. Such insurance shall be written on an occurrence basis and contain a standard separation of insureds provision. (ii) Business automobile liability insurance covering owned, hired and non-owned vehicles with minimum limits of $1,000,000 combined single limit per occurrence. (iii) Employer’s liability insurance in an amount not less than $1,000,000. (iv) Workers’ compensation insurance in accordance with Utah law. (v) Umbrella/excess liability insurance, on an occurrence basis, that applies excess of the required commercial general liability, business automobile liability, and employer's liability policies with the following minimum limits: Each Occurrence: $5,000,000 Annual Aggregate: $5,000,000 Umbrella/Excess liability policies shall contain an endorsement stating that any entity qualifying as an additional insured on the insurance stated in the Schedule of Underlying Insurance shall be an additional insured on the umbrella/excess liability policies, and that they apply immediately upon exhaustion of the insurance stated in the Schedule of Underlying Insurance as respects the coverage afforded to any additional insured. The umbrella/excess liability policies shall also provide that they apply before any other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured on which the additional insured is a named insured (which shall include any self-insurance), and that the insurer will not seek contribution from such insurance. (vi) Property insurance “the equivalent of causes of loss – special form” including earthquake, windstorm, theft, sprinkler leakage and boiler and machinery coverage on all of Tenant’s trade fixtures, furniture, inventory and other personal property in the Premises, and on any alterations, additions, or improvements made by Tenant upon the Premises all for the full replacement cost thereof. Tenant shall use the proceeds from such insurance for the replacement of trade fixtures, furniture, inventory and other personal property and for the restoration of Tenant's
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16 15987863_v17 improvements, alterations, and additions to the Premises. Landlord shall be named as loss payee with respect to alterations, additions, or improvements of the Premises where Tenant cannot remove at the end of the Lease Term wherein ownership then reverts to Landlord. (vii) Business income and extra expense insurance with limits not less than 100% of all income and charges payable by Tenant under this Lease for a period of 12 months. (d) All policies required to be carried by Tenant hereunder shall be issued by an insurance company licensed or authorized to do business in Utah with a rating of at least “A-: X” or better as set forth in the most current issue of Best’s Insurance Reports, unless otherwise approved by Landlord. Tenant shall not do or permit anything to be done that would invalidate the insurance policies required herein. Liability insurance maintained by Tenant shall be primary coverage on behalf of Landlord, its trustees, officers, directors, members, agents, and employees, Landlord's mortgagees, and Landlord's representatives and any policies of Landlord, its trustees, officers, directors, members, agents, and employees, Landlord's mortgagees, and Landlord’s representatives shall be non-contributory. Certificates of insurance, acceptable to Landlord, evidencing the existence and amount of each insurance policy required hereunder shall be delivered to Landlord prior to delivery or possession of the Premises and 10 days following each renewal date. Certificates of insurance shall evidence that Landlord and Landlord’s mortgagees are included as additional insureds on liability policies so long as the names of such parties are provided to Tenant and that Landlord is included as loss payee on the property insurance as stated in subparagraph (c)(vi) above. In the event that Tenant fails to provide evidence of insurance required to be provided by Tenant in this Lease, prior to the Tenant’s entry upon the Premises for purposes of completing Tenant’s improvements prior to the Commencement Date and thereafter during the Term, within 10 days following Landlord’s request thereof, and 30 days prior to the expiration of any such coverage, Landlord shall be authorized (but not required) to procure such coverage in the amount stated with all costs thereof to be chargeable to Tenant and payable upon written invoice thereof. The limits of insurance required by this Lease, or as carried by Tenant, shall not limit the liability of Tenant or relieve Tenant of any obligation thereunder, except to the extent otherwise provided for herein. Any deductibles selected by Tenant shall be the sole responsibility of Tenant. Tenant insurance requirements stipulated in Paragraph 10 are based upon current industry standards. Landlord reserves the right to require additional coverage or to increase limits as industry standards change. (e) Should Tenant engage the services of any contractor or subcontractor to perform work in the Premises, Tenant shall ensure that such party complies with the requirements of this Paragraph 10 and carries commercial general liability, business automobile liability, umbrella/excess liability, worker’s compensation and employer’s liability coverages in substantially the same forms as required of the Tenant under this Lease and in amounts approved by landlord and/or landlord’s property manager. (f) Landlord shall procure and maintain the following, the cost of which shall be included in the Building Expenses: (i) Property insurance “the equivalent of causes of loss – special form” on the Building. Landlord shall not be obligated to insure any of Tenant’s Property or other furniture, equipment, trade fixtures, machinery, goods, or supplies which Tenant may keep or maintain in the Premises or any alteration, addition, or improvement which Tenant may make upon the Premises. In addition, Landlord may elect to secure and maintain rental income insurance. If the annual cost to Landlord for such property or rental income insurance exceeds the standard rates
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19 15987863_v17 shall be void. The consent by Landlord to any assignment or subletting shall not relieve Tenant from the obligation to obtain the express prior written consent of Landlord to any further assignment or subletting, or relieve Tenant from any liability or obligation hereunder, whether or not then accrued. Notwithstanding the forgoing, Landlord’s consent to a sublease of all or a portion of the Premises to a third party shall not be unreasonably withheld, conditioned or delayed. (b) If Landlord consents to any assignment or sublease by Tenant, Tenant shall not be relieved of its obligations under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or surety, under this Lease, to the same extent as though no assignment or sublease by Tenant had been made. . (c) If an assignment or sublease is consented to by Landlord and the rental due and payable by an assignee or subtenant (or a combination of rent payable thereunder plus any other consideration directly or indirectly incident to the assignment or sublease) exceeds the rent payable under this Lease, then Tenant shall pay to Landlord, as Additional Rent, 100% of such excess rental within 10 days following receipt thereof by Tenant from the assignee or subtenant, as the case may be. In such event, any rent received by Tenant from an assignee or subtenant shall be held by Tenant in trust for Landlord, to be forwarded immediately to Landlord without offset or reduction at any time, and, upon election by Landlord, such rental shall be paid directly to Landlord and credited to any amounts owed by Tenant hereunder. (d) If Landlord consents to an assignment or sublease by Tenant, any option to renew this Lease or right to extend the Lease Term shall automatically terminate unless otherwise agreed to in writing by Landlord. Any request for an assignment or sublease shall be accompanied by a minimum fee of $1,500.00 for Landlord’s administrative costs in connection with the processing of the request. In addition, Tenant shall pay to Landlord, within 10 days after demand by Landlord, the reasonable out-of-pocket costs and expenses incurred by Landlord in connection with any request by Tenant for consent to an assignment or sublease by Tenant, including reasonable attorneys’ fees, regardless of whether consent of Landlord is given to the assignment or sublease by Tenant. (e) Notwithstanding any provision of this Lease to the contrary, provided that Tenant remains liable on this Lease, provides Landlord with prior written notice and names of the applicable transferee and a copy of the applicable assignment or sublease agreement, and Tenant is not then in default beyond any applicable notice and cure period, then the following transfers will not require Landlord’s prior consent (each a “Permitted Transfer”): (i) a transfer or sublease to any entity which is controlled by Tenant; (ii) a transfer or sublease to any entity which controls Tenant (“Parent”); (iii) a transfer or sublease to any entity which is controlled by Tenant’s Parent; and/or (iv) a transfer to any entity which merges with Tenant or purchases substantially all of Tenant’s assets, provided that Tenant provides to Landlord financial statements evidencing that such transferee or surviving corporation has a credit rating and net worth (exclusive of intangible assets) at least as favorable as Tenant.
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26 15987863_v17 Rent shall not be deemed a waiver of any preceding breach by Tenant of any term, covenant or condition of the Lease, other than the failure of Tenant to pay the particular Rent so accepted. (h) If any monthly installment of Base Rent or any payment of Additional Rent is not paid by the 5th day of the month in which it is due, Tenant shall, upon demand, pay Landlord a late charge of 5% of the amount of such installment or payment. Such late charge is to defray the administrative costs and inconvenience and other expenses which Landlord will incur on account of such delinquency. In addition, any amounts payable to Landlord under this Lease, if not paid in full on or before the due date thereof, shall bear interest on the unpaid balance at the interest rate of 15% per annum (the “Interest Rate”). Landlord shall execute a ‘zero tolerance’ policy and recommends early payment or payment by regularly scheduled electronic method to avoid such situations. (i) [Relocation option intentionally omitted]. (j) This Lease shall be binding upon, and inure to the benefit of the parties hereto, their heirs, successors, assigns, executors and administrators. (k) This Lease shall be governed by the laws of the state of Utah. (l) Tenant shall not operate on the Premises, and shall not permit any other person to operate on the Premises, any trade or business consisting (1) the operation of any private or commercial golf course, country club, massage parlor, hot tub facility, suntan facility, racetrack or other facility used for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off premises, or (2) farming, as that term is defined in Section 2032A(e)(5)(A) or (B) and Section 45D of the Code, nor shall it enter into any sublease with a tenant which intends to operate any such trade or business on the Premises. Tenant shall comply with the terms of any financing documents related to the Premises and applicable to a lessee of the Premises, including without limitation, all requirements relating to the operation of a “qualified business” under Section 45D of the Code and the Treasury Regulations thereunder upon Landlord’s delivery to Tenant of a copy of each such requirement. Further, no recreational or medical marijuana may be grown or consumed on the Premises or in the Building by Tenant or its employees, guests or invitees. (m) Should any mortgagee or beneficiary under a deed of trust require a modification of this Lease, which modification will not bring about any increased cost or expense to Tenant or will not in any other way adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees to negotiate such amendment in good faith. (n) If Tenant is a corporation or other legal entity, each individual executing this Lease on behalf of said entity represents and warrants that (1) he/she is duly authorized to execute and deliver this Lease on behalf of said entity in accordance with its bylaws or operating agreements; (2) this Lease is binding upon said corporation or entity; and (3) a resolution to that effect in a form reasonably acceptable to Landlord shall be provided immediately upon request. (o) Landlord and all of its partners, shareholders, or members, on the one hand, and Tenant and its partners, shareholders, and members, on the other hand, as the case may be, shall have absolutely no personal liability with respect to any provision of this Lease, or any obligation or liability arising in connection therewith. Tenant shall look solely to the equity in the Building in which the Premises is located, for the satisfaction of any remedies of Tenant in the
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27 15987863_v17 event of a breach by the Landlord of any of its obligations. Such exculpation of liability shall be absolute without any exception whatsoever. (p) Tenant shall be solely responsible for the cost of installation and maintenance of any high-speed cable or fiber optic that Tenant requires in the Premises. Landlord shall provide reasonable access to the Building's electrical lines, feeders, risers, wiring and other machinery to enable Tenant to install high speed cable or fiber optic to serve its intended purpose, if any. All such cabling installed by Tenant shall be subject to Landlord's prior written approval and shall be tagged by Tenant at their point of entry into the Building, at the terminal end of the cable and in the riser closet indicating the type of cable, the Tenant's name and the service provided. Installation of cabling and/or low voltage wiring shall be performed by vendors reasonably approved by Landlord in advance of working in the Building. Tenant shall be responsible for the removal of such cabling and fiber optic at the termination or expiration of the Lease Term or the early termination of the Tenant's right to occupy the Premises. Failure to remove any abandoned or unused cabling at the expiration or termination of this Lease or the early termination of Tenant's right to occupy the Premises will be deemed to be a holdover under this Lease. In the event Tenant fails to remove such cabling as set forth herein, Landlord may, but shall not be obligated to, remove such cabling, all at Tenant's sole cost and expense. (q) Any agreement by Landlord for free or abated rent or other charges applicable to the Premises, or for the giving or paying by Landlord to or for Tenant of any cash or other bonus, inducement or consideration for Tenant's entering into this Lease, including, but not limited to, any rent abatement, free rent, tenant finish allowance, free parking or commissions, all of which concessions are hereinafter referred to as “Inducement Provision” shall be deemed conditioned upon Tenant's full and faithful performance of all of the terms, covenants and conditions of the Lease to be performed or observed by Tenant during the term hereof as the same may be extended. Upon the occurrence of an uncured act of default by Tenant, any such Inducement Provision shall automatically be deemed deleted from the Lease and of no further force or effect, and any Rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Landlord under such an Inducement Provision shall be immediately due and payable by Tenant to Landlord, and recoverable by Landlord, as Additional Rent due under the Lease. The acceptance by Landlord of Rent or the cure of the act of default by Tenant which initiated the operation of this subparagraph shall not be deemed a waiver by Landlord of the provisions of this subparagraph unless specifically so stated in writing by Landlord at the time of such acceptance. (r) Upon periodic request from Landlord (but not more often than once per calendar quarter), Tenant shall report the number of people employed by Tenant at the Premises. This is needed so Landlord can deliver accurate data to local, state and/or federal authorities as it relates to Landlord’s certification of the number of small and large businesses in occupying of the Building. Further, within ten (10) business days after Landlord’s request, but not more than once per year, Tenant shall deliver to Landlord the then current financial statements of Tenant, which statements shall be certified by an officer of Tenant to be true and accurate. The terms and conditions of this Paragraph shall not be applicable if Tenant reports its financial condition to the United States Securities and Exchange Commission or if the financial statements of Tenant are readily available to the public. Landlord shall only request such financial statements for a legitimate business purpose, such as if requested by a prospective lender or purchaser, if Tenant is in default, if Tenant requests a consent to assignment or subletting, or if Tenant requests Landlord to subordinate its lien. Any such financial statements obtained by Landlord shall be kept strictly confidential and Landlord shall not disclose the same to any person or entity other than its
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28 15987863_v17 attorneys, accountants, lenders, equity partner(s), brokers, management agents, or, subject to the execution of a confidentiality and non-disclosure agreement reasonably acceptable to Tenant, others with a legitimate business interest in Landlord or the Building. (s) SHOULD LANDLORD AND TENANT MUTUALLY AGREE IN WRITING TO RELOCATE TENANT WITHIN THE BUILDING PURSUANT TO TENANT REQUEST, TENANT SHALL PAY LANDLORD A FEE OF $500.00. ADDITIONALLY, TENANT SHALL REIMBURSE LANDLORD FOR ACTUAL REASONABLE COSTS INCURRED BY LANDLORD, INCLUDING BUT NOT LIMITED TO REPAINTING, REPAIRING THE ORIGINAL PREMIESS, RELOCATING SIGNAGE AND ANY OTHER FEES INCURRED. 24. Landlord Reservations. Landlord reserves the following rights, exercisable without notice (except as provided herein) and without liability to Tenant for damage or injury to property, person, or business, and without effecting an eviction, constructive or actual, or disturbance of Tenant’s use or possession, or giving rise to any claim for set off or abatement of Rent: (a) to change the Building's name or street address (and Landlord shall provide written notice to Tenant at least five (5) business days prior to any such address change); (b) to install, affix, and maintain any and all signs on the exterior and interior of the Building or the Land; (c) to designate and approve, prior to installation, all types of window shades, blinds, drapes, awnings, window ventilators, and other similar equipment in the Common Areas or visible outside of the Premises, and to control all internal lighting within the Common Areas or visible outside of the Premises; (d) to retain at all times, and to use in appropriate instances, keys to all doors within and into the Premises. No locks or bolts shall be altered, changed, or added without the prior written consent of Landlord; (e) to decorate or to make repairs, alterations, additions, or improvements, whether structural or otherwise, in and about the Building, or any part thereof, and for such purposes to enter upon the Premises, and during the continuance of said work to temporarily close doors, entryways, public spaces, and corridors in the Building, and to interrupt or temporarily suspend Building services and facilities, Landlord to use reasonable efforts to minimize any interruption or interference with Tenant's use or occupancy of the Premises when performing such work; (f) to have and retain a paramount title to the Premises, free and clear of any act of Tenant; (g) to grant to anyone the exclusive right to conduct any business or to render any services in the Building (excluding the Premises); and (h) to approve the weight, size, and location of safes and other heavy equipment and articles in and about the Premises and the Building, and to require all such items and furniture to be moved into and out of the Building and the Premises only at such times and in such manner as Landlord shall direct in writing. Movement of Tenant's property into or out of the Building, and
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31 15987863_v17 LANDLORD: INDUSTRY OFFICE SLC, LLC, a Delaware limited liability company By: ___________________________________ Name: H. Xxxxx Xxxxxxx Title: Manager Dated: TENANT: RECURSION PHARMACEUTICALS, INC., a Delaware corporation By: ______________________________ Xxxx Xxxxxx, President and COO Dated: February 10, 2021 February 10, 2021
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4 15987863_v17 with (1) detailed plans and specifications for the installation of the Rooftop Equipment, (2) copies of all required permits, licenses and authorizations, which Tenant will obtain at its own expense and which Tenant will maintain at all times during the operation of the Rooftop Equipment, and (3) a Certificate of Insurance evidencing insurance coverage as required by this Lease and any other insurance reasonably required by Landlord for the installation and operation of the Rooftop Equipment. (b) Tenant warrants and represents that (i) Tenant shall repair in a good and workmanlike manner any damage to the roof of the Building caused by the installation of the Rooftop Equipment, (ii) the maintenance of the Rooftop Equipment on the roof or the operation thereof shall not cause interference with any telecommunications, mechanical or other systems either located at or servicing the Building (whether belonging to or utilized by Landlord or any other tenant or occupant of the Building) or located at or servicing any building, premises or location in the vicinity of the Building limited however to that permissible under applicable F.C.C. regulations to the extent that such regulations apply, (iii) the installation, existence, maintenance and operation of the Rooftop Equipment shall not constitute a violation of any applicable laws, ordinances, rules, orders, regulations, etc. of any federal, state, county and municipal authorities having jurisdiction thereover. (c) The installation of the Rooftop Equipment shall be made subject to and in accordance with all of the provisions of this Lease. The contractors performing the installation of the Rooftop Equipment and/or performing any work on or to the roof or risers of the Building shall be reasonably approved by Landlord prior to the commencement of any work, which approval shall not be unreasonably withheld, conditioned, or delayed. (d) Tenant covenants and agrees that the installation, operation and removal of the Rooftop Equipment (if required to be removed by Tenant under Paragraph 9 of the Lease) will be at its sole risk. Without limiting the generality of any indemnities set forth in the Lease, Tenant agrees to indemnify and defend Landlord against all claims, actions, damages, liabilities and expenses including reasonable attorney’s fees and disbursements in connection with the loss of life, personal injury, damage to property or business or any other loss or injury or as a result of any litigation arising out of the installation, operation or removal of the Rooftop Equipment (if required to be removed by Tenant under Paragraph 9 of the Lease), except to the extent due to Landlord’s negligence or willful misconduct. (e) Landlord, in its commercially reasonable discretion, may require Tenant, at any time prior to the Expiration Date, to terminate the operation of the Rooftop Equipment if it is causing physical damage to the structural exterior of the Building, interfering with any other service provided to other tenants in the Building, or violates FCC regulations or applicable law. Notwithstanding the foregoing, if Tenant can correct the damage or disturbance caused by the Rooftop Equipment to Landlord’s reasonable satisfaction, Tenant may restore its operation. If the Rooftop Equipment is not corrected and restored to operation within thirty (30) days, Landlord, at its sole option, may require that Tenant remove the Rooftop Equipment at its own expense. (f) At the expiration or sooner termination of this Lease (except as otherwise set forth in Paragraph 9 of this Lease), or upon termination of the operation of the Rooftop Equipment, or revocation of any license issued, Tenant shall remove the Rooftop Equipment (and all associated wiring and other appurtenances) from the Building and repair any damage caused thereby, at Tenant’s sole cost and expense. Tenant shall leave the Installation Area in good order and repair.
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15987863_v17 EXHIBIT A-1 LEGAL DESCRIPTION
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15987863_v17 EXHIBIT X-0 XXXXXXXXX XX XXXXXXX XXXX
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00000000_x00 EXHIBIT B DEPICTION OF THE PREMISES [to be attached on or before March 31, 2021]
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15987863_v17 EXHIBIT C WORK LETTER The terms used herein shall have the meanings ascribed to them in the Lease, unless otherwise specifically stated herein. 1. Plans and Schedule. The “Plans” shall be those certain space plans to be prepared as soon as reasonably practicable by a licensed architect and mutually agreed upon by Landlord and Tenant, a copy of which shall be attached hereto as Exhibit C-1, for the work to be completed Landlord within the Office Premises (the “Office Improvements”), which shall be consistent with the specifications set forth on Exhibit C-2 (the “Office Specifications”), and Laboratory Premises in accordance with this Work Letter. The parties acknowledge and agree that Landlord requires certain specification and other information from Tenant in order to prepare the Plans and complete Landlord’s Work (“Tenant’s Specifications”). The “Schedule” shall be the design and construction schedule prepared by Landlord, with input by Tenant, with each party working cooperatively and in good faith, for the completion of Landlord’s Work, the timing of Tenant’s entry within the Premises prior to the Commencement Date, and the completion of Tenant’s work within the Laboratory Premises. The parties shall endeavor to complete the Schedule and attach it as an exhibit to this Work Letter as Exhibit C-3 by no later than March 31, 2021, subject to each party’s review and approval of the same. The Schedule shall include the following key dates and milestones and any other dates/milestones that are mutually agreed to by the parties: (a) the estimated Commencement Date; (b) the estimated Landlord Substantial Completion Date (as defined below); (c) the date by which Tenant is required to deliver Tenant’s Specifications to Landlord; and (d) the conditions precedent and target dates for Tenant’s entry within the Premises for purposes of completing its improvements within the Laboratory Premises. 2. Objectives; Landlord’s Work. The parties acknowledge and agree that the successful and timely completion of Landlord’s Work (as defined below) and Tenant’s improvements within the Laboratory Premises will require the parties to work together cooperatively and in good faith and to closely coordinate concerning all aspects of the design and construction of Landlord’s Work and Tenant’s improvements within the Laboratory Premises. The intent of the parties is to establish and maintain a collaborative design and construction process to meet the deadlines and other requirements set forth in this Work Letter. Subject to the limitations and terms set forth herein, Landlord shall furnish and install substantially and in all material respects in accordance with the Plans the materials and items described therein (“Landlord’s Work”). Landlord’s Work within the Office Premises shall be delivered “turnkey” in accordance with the Office Specifications. Landlord’s Work within the Laboratory Premises shall be delivered in Warm Shell Condition, as defined below; provided, however, that (i) Landlord shall only be obligated to pay the cost of constructing and delivering the Laboratory Premises in Warm Shell Condition (as defined below) and the Office Premises in accordance with the Office
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15987863_v17 Specifications, and (ii) all costs of Landlord’s Work or the Plans in excess of constructing the Warm Shell Condition for the Laboratory Premises or the Office Premises in excess of the Office Specifications shall be borne by Tenant pursuant to Section 3 below. As used herein, “Warm Shell Condition” is as follows: • A minimum 4” thick continuous flat concrete slab without plane changes, and a vapor barrier per Landlord’s design. Any additional specialty costs will be borne by Tenant. Flat floor shall specifically be ACI Standards for FFL. • Footings and mezzanine adequate for office use per co-design (the mezzanine shall be built to INDUSTRY standards with stairs (and no additional conveyance) and metal perimeter railing). The mezzanine shall have a polished concrete floor, and shall be without a drop ceiling or exterior drywall partitions. • All demolition (demo plan attached as part of the Plans) complete, including non- bearing walls between columns per Landlord plans. • Landlord, as part of Landlord’s Work, shall provide adequate power (and associated INDUSTRY-standard distribution) in the office area of the Premises. In the event there is not sufficient power available to power the Laboratory Premises, the cost of sourcing additional power shall be at Tenant’s cost. Landlord shall provide a single 200 amp electrical panel in the Laboratory Premises as part of Landlord’s Work. Power distribution in the Laboratory Premises shall be at Tenant’s sole cost. • Water and gas lines stubbed into the Premises consistent with the Building’s office standard (and any additional water service, new taps and upgrades to existing recently installed 12” city main line located in the 000 X XXX shall be at Tenant’s cost). If Tenant requires additional gas than is currently available, then Tenant shall pay for additional cost. • 4” Sewer line lateral stubbed to the Premises. Any sewer upgrades beyond the specifications set forth herein shall be borne by Tenant. • INDUSTRY-standard HVAC units and capacity for the entirety of the space including main trunk and distribution lines per Landlord and Tenant codesign; Additional structural cost for added mass and weight distribution cost shall be borne by Tenant including additional infrastructure and RTU’s above INDUSTRY standard. • Building envelope shall be complete, watertight, and meet all code requirements as designed by Landlord. • Space on the roof for Tenant equipment including ventilation stacks and other HVAC equipment. Any additional structural reinforcement and engineering analysis will be at Tenant’s sole cost and expense. Any damage to the roof or other equipment shall be repaired at Tenant’s sole cost. • Exterior walls framed and insulated per building standard (B Occupancy Code Requirements). • INDUSTRY-standard fire suppression wet system designed and installed throughout the office portion of the Premises plus sprinklers installed for shell condition in the Laboratory Premises. All costs to redesign the sprinkler system and costs for additional distribution throughout the Laboratory Premises will be borne by Tenant including but not limited to increased piping size, additional pumps to meet flow rates (if necessary), any specialty suppression and/or air evacuation system.
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15987863_v17 • Existing INDUSTRY SLC building fire alarm system panel for Tenant to tie into and all fire alarm devices required per building standard (B Occupancy Code Requirements). • INDUSTRY-standard restroom group, complete with an ADA compliant restroom stall, and code compliant electrical closets, and janitor closets. • Adequate egress doors for typical office use including ADA and exterior lighting requirements. • Exterior patio(s) adjacent to the Premises – per co-design. • No window coverings shall be provided by Landlord. • Exterior walls drywalled and primed where appropriate per Tenant and Landlord co-design. • One (1) 14’ x 14’ loading dock and door accessible by tractor trailer trucks (either at Building grade or above grade with internal ramps) in a location mutually approved by Landlord and Tenant. 3. Cost of Landlord Work. The cost of delivering to Tenant the Office Premises in accordance with the Office Specifications and the Laboratory Premises in Warm Shell Condition as set forth in Section 2 above shall, subject to any Change Orders (defined below), be borne by Landlord, and all other hard and soft construction costs associated with Landlord’s Work shall be borne by Tenant. Notwithstanding the foregoing, Landlord shall provide to Tenant a credit against Tenant’s future Base Rent obligations, in an amount not to exceed Ten and No/100 Dollars ($10.00) per RSF of space in the Laboratory Premises, of Tenant’s cost of constructing the Laboratory Premises. By way of example and not limitation, if the Laboratory Premises are determined to be 30,000 RSF, and Tenant spends at least $300,000.00 toward constructing the Laboratory Premises as is evidenced by paid invoices, lien waivers, and any other documentation reasonably requested by Landlord, then Landlord shall provide to Tenant a credit in the amount of $300,000.00 against Tenant’s future Base Rent obligations. No later than sixty (60) days after receipt of Tenant’s Specifications, Landlord shall cause to be prepared a budget and cost estimate for the construction of Landlord’s Work and all work reflected on the Plans, which budget and estimate shall be provided to Tenant and shall be based on actual bids received by contractors for such work. Tenant shall have thirty (30) days after receipt of the budget and cost estimate to pay to Landlord all costs of Landlord’s Work and the Plans in excess of the cost of (a) the Office Specifications for the Office Premises, and/or (b) the Warm Shell Condition for the Laboratory Premises (“Excess Costs”). If Tenant fails to pay the Excess Costs within thirty (30) days, then Landlord may, in its sole discretion, (i) keep this Lease in full force and effect, in which case Landlord shall retain all of its rights and remedies set forth in the Lease or at law or equity; or (ii) terminate this Lease, in which case this Lease shall terminate on the date set forth in Landlord’s notice, and Tenant shall reimburse to Landlord all actual and reasonable third-party costs incurred by Landlord in constructing Landlord’s Work. If the actual cost to construct Landlord’s Work is less than the amount that Tenant has paid Landlord for such Excess Costs, Landlord shall reimburse Tenant within thirty (30) days of completion of Landlord’s Work. 4. Extra Work; Omissions; Change Orders. (a) Tenant may request substitutions, additional or extra work and/or materials over and above Landlord’s Work (“Change Order”) to be performed by Landlord, provided that the
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15987863_v17 EXHIBIT C-1 PLANS [The Plans depicted below are conceptual only and are subject to change as the design process proceeds.]
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15987863_v17
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15987863_v17
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15987863_v17
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15987863_v17
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15987863_v17 EXHIBIT C-2 INDUSTRY-STANDARD OFFICE SPECIFICATIONS
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15987863_v17
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15987863_v17
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15987863_v17 EXHIBIT C-3 SCHEDULE [to be attached on or before March 31, 2021]
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15987863_v17 EXHIBIT D Intentionally omitted
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15987863_v17 EXHIBIT E COMMENCEMENT DATE, PREMISES AREA MEASUREMENT AND BASE RENT CONFIRMATION CERTIFICATE LANDLORD: INDUSTRY OFFICE SLC, LLC, a Delaware limited liability company TENANT: Recursive Pharmaceuticals, Inc, a Delaware corporation This Lease Commencement Certificate is made by Landlord and Tenant pursuant to that certain Lease (the “Lease”) entered into as of ____________ ___, 2021, for the premises known as Suite [_____] in the Building known as 000 Xxxxx 000 Xxxx, Xxxx Xxxx Xxxx, Xxxx (the “Premises”). The Premises are confirmed to be [___________] rentable square feet, which is comprised of [___________] rentable square feet of Office Premises and [___________] rentable square feet of Laboratory Premises. 1. Lease Commencement Date. Landlord and Tenant acknowledge and agree that the Substantial Completion Date, as contemplated in the Lease, is __________, 20___, the Commencement Date, as contemplated by the Summary of Basic Terms of the Lease, is________, 20__, and the Expiration Date is_______, 20__. Rent as contemplated by the Lease begins accruing to Landlord’s benefit as of ______, 20__. All covenants in the Lease contemplated to begin on the Commencement Date shall commence as of the Commencement Date. INSERT SPECIFIC DATE INSERT MONTHLY RENT INSERT SPECIFIC DATE INSERT MONTHLY RENT INSERT SPECIFIC DATE INSERT MONTHLY RENT 2. Acceptance of Premises. Tenant has inspected and examined the Premises, and, subject to the terms of the Lease and based on such inspection, Tenant finds the Premises acceptable and satisfactory in their current, “as is” condition, except for the “Punchlist Items” attached hereto (if any). [All of Landlord’s Work has been fully completed and fulfilled.] The attached list of Punchlist Items constitutes all matters which Tenant does not find fully and completely acceptable, and as to which Tenant desires Landlord to perform corrective work. LANDLORD: INDUSTRY OFFICE SLC, LLC, a Delaware limited liability company By: _______________________________ Name: H. Xxxxx Xxxxxxx Title: Manager TENANT: RECURSION PHARMACEUTICALS, INC., a Delaware corporation By: ______________________________ Name: ______________________________ Title: ______________________________
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15987863_v17 EXHIBIT F WIRELESS CONNECTIVITY INTERNET INDUSTRY Salt Lake City provides a secure wireless & wired network via the SIC™ platform. This technology platform includes campus-wide Wi-Fi connectivity, security, redundant Internet feeds from multiple providers, and it operates even during power outages. Internet usage may be charged to Tenant via Building Expenses or billed separately at Landlord’s discretion. Charges for Internet usage are subject to change, provided costs remain similar to comparable market competitors. Internet usage is not included in Base Rent. The SIC™ technology platform includes: • campus-wide high-speed Wi-Fi connectivity • security (firewall, independent VLAN, user access controls) • tenant specific user access controls (per company) • operation during power outages Tenants may: • Connect and manage employees’ campus-wide access to the SIC™ Platform. - Connect seamlessly with: - SD-WAN - VPN - IoT & IIoT - Voice - Telemetry - Audio/Video - Multiple other devices & systems Tenants may, at additional expense(s) which will be added to regular invoicing: • Leverage the SIC™ Technology Platform's integrated redundant Internet feeds. • Connect their own independently-contracted, and SIC™ integrated, wired Internet feed(s). • Connect and/or host their own firewall inside of the provided SIC™ firewall. • Add Ethernet wired drops to tenant space(s). • Utilize static public IP addresses. • Leverage additional technical services if/as needed. Tenants may NOT, so long as Landlord provides a SIC™ Platform in the Building: • Broadcast or operate their own Wi-Fi network(s), as this would degrade the performance of the existing, professionally designed & operated campus-wide RF network. While Tenant may install its own dedicated network to integrate with the SIC™ Platform, Tenant will remain responsible for its share of all costs associated with Tenant having access to the
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15987863_v17 SIC™ Platform amenity – which shall be billed and payable monthly and shall not be included in the building expenses. Additional hosting and services are available. Please contact Landlord for a schedule of fees and applicable service.
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15987863_v17 constructed, and no rubbish, newspapers or other substance of any kind shall be thrown into them. Waste and excessive or unusual use of water shall not be allowed. Tenant shall not xxxx, drive nails, screw or drill into, paint, nor in any way deface the walls, ceilings, partitions, floors, wood, stone or iron work. The expense of any breakage, stoppage or damage resulting from a violation of this rule by Tenant shall be borne by Tenant. Tenant shall be permitted to hang pictures on office walls, but it must be done in a workmanlike manner and in such a way as not to damage or deface such walls. Notwithstanding the forgoing, Tenant shall utilize Landlord’s preferred vendor for mounting, attaching or painting anything in or one stone, brick or concrete walls. 7. WIRING Electrical wiring of every kind shall be introduced and connected only as directed by Landlord, and neither boring nor cutting of wires will be allowed except with the consent of the Landlord. The location of the telephone, call boxes, etc., shall be subject to the approval of Landlord. 8. EQUIPMENT, MOVING, FURNITURE, ETC. Landlord shall approve the weight, size and position of all fixtures, equipment and other property brought into the Building, and the times of moving which must be done under the supervision of Landlord. Landlord will not be responsible for any loss of or damage to any such equipment or property from any cause, and all damage done in the Building by moving or maintaining any such property shall be repaired at the expense of Tenant. All equipment shall be installed as required by law, and in accordance with and subject to written approval received on written application of Tenant. Move-in and move-out of Tenant’s furniture, fixtures and equipment shall be limited to before or after normal business hours as reasonably defined by Landlord. 9. REQUIREMENTS OF TENANT The requirements of Tenant will be attended to only upon application at the office of Landlord or its Property Manager. Employees or Landlord or its Property Manager shall not perform any work nor do anything outside their regular duties unless under special instructions from Landlord or its Property Manager. No such employees shall admit any person, Tenant or otherwise, to any other office without instruction from the office of Landlord or its Property Manager. All janitorial services personnel, guards or any outside contractors employed by Tenant shall be subject to the regulations and control of Landlord, but shall not act as an agent or servant of Landlord. 10. ACCESS TO BUILDING Any person entering or leaving the Building may be questioned by Building security regarding his/her business in the Building and may be required to sign in and out. Anyone who fails to provide a satisfactory reason for being in the Building may be excluded. 11. PETS, REFUSE Landlord reserves the right to bar the presence of pets at its sole discretion. Landlord may require Tenant’s employees to sign a dog indemnity and behavior agreement if Tenant’s employees choose to bring dogs into the Building.
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15987863_v17 Tenant shall not allow anything to be placed on the outside window ledges of the Premises or to be thrown out of the windows of the Building. Tenant shall not place or permit to be placed any obstruction or refuse in any public part of the Building. 12. EQUIPMENT DEFECTS Tenant shall give Landlord prompt notice of any accidents to or defects in the water pipes, gas pipes, electric lights and fixtures, heating apparatus, or any other service equipment. 13. PARKING Unless otherwise specified by Landlord, Tenant and its employees may park automobiles only in the designated parking areas provided by Landlord. Parking Permit issued by Landlord must be visible on vehicles parked in designated areas. Except as set forth in the Lease, Tenant agrees that Landlord assumes no responsibility of any kind whatsoever in reference to such automobile parking area or the use thereof by Tenant or its agents or employees. There shall be no assigned parking spaces in the designated parking areas. 14. CONSERVATION AND SECURITY Tenant will see that all windows and doors are securely locked, and that all faucets and electric light switches are turned off before leaving the Building. 15. SIGNAGE No sign, advertisement or notice shall be inscribed, painted or affixed on any part of the inside or outside of the Building unless of such color, size and style and in such place upon or in the Building as shall be first designated by Landlord. Landlord shall have the right to remove all non-permitted signs without notice to Tenant and at the expense of Tenant.
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Certificate Of Completion Envelope Id: 9FF1E21F98554679BF47738FFC92F9DF Status: Completed Subject: Please DocuSign: Recursion Pharmaceuticals Lease Source Envelope: Document Pages: 65 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Xxxxxxx Xxxxx AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) 000 00xx Xxxxxx Xxxxx 0000 Xxxxxx, XX 00000 xxxxxx@xxxxxxxxxxx.xxx IP Address: 63.236.112.69 Record Tracking Status: Original 2/10/2021 2:07:53 PM Holder: Xxxxxxx Xxxxx xxxxxx@xxxxxxxxxxx.xxx Location: DocuSign Signer Events Signature Timestamp H. Xxxxx Xxxxxxx xxxxx@xxxxxxxxxxxxxxxx.xxx Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 128.177.29.246 Sent: 2/10/2021 2:27:11 PM Viewed: 2/10/2021 3:23:32 PM Signed: 2/10/2021 3:23:42 PM Electronic Record and Signature Disclosure: Accepted: 2/10/2021 3:23:32 PM ID: d0a8dcc2-cd06-46d3-a677-7d7e6b203ff6 Xxxx Xxxxxx xxxx.xxxxxx@xxxxxxxxxxxxxxx.xxx President & COO Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 136.36.152.87 Sent: 2/10/2021 2:27:11 PM Viewed: 2/10/2021 4:02:59 PM Signed: 2/10/2021 4:06:24 PM Electronic Record and Signature Disclosure: Accepted: 2/10/2021 4:02:59 PM ID: e6f0b328-2e71-49f4-8e88-679a26f485d5 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/10/2021 2:27:11 PM
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Envelope Summary Events Status Timestamps Certified Delivered Security Checked 2/10/2021 4:02:59 PM Signing Complete Security Checked 2/10/2021 4:06:24 PM Completed Security Checked 2/10/2021 4:06:24 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure
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Recursion Pharmaceuticals, Inc./First Amendment to Lease FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this “Amendment”), dated to be effective March 26, 2020 (the “Effective Date”), is entered into between INDUSTRY OFFICE SLC, LLC, a Delaware limited liability company (“Landlord”), and RECURSION PHARMACEUTICALS, INC. a Delaware corporation (“Tenant”), with reference to the following: A. Landlord and Tenant entered into that certain Lease Agreement dated February 10, 2021 (the “Lease”), covering at least 25,000 rentable square feet, located at 000 Xxxxx 000 Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000 (the “Premises”). B. Landlord and Tenant now desire to amend the Lease as set forth below. Unless otherwise expressly provided in this Amendment, capitalized terms used in this Amendment shall have the same meanings as in the Lease. FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Section 2 of the Lease. The third sentence of Section 2 of the Lease is hereby deleted and replaced with the following language: “Notwithstanding anything herein to the contrary, if prior to the Commencement Date either Tenant or Landlord determines that (a) the Building cannot feasibly accommodate Tenant’s technical or design specifications within Landlord’s or Tenant’s construction budget (and Tenant is otherwise unwilling to pay for such increased costs and expenses), or (b) Tenant will not be permitted by any applicable governmental authority with jurisdiction to use and occupy the Premises for any of the uses comprising the Permitted Use or as otherwise contemplated under this Lease, then either Landlord or Tenant may terminate this Lease upon written notice to the other so long as (i) such notice is provided by April 26, 2021, and (ii) Tenant reimburses Landlord for the actual, reasonable costs and expenses incurred by Landlord as of the date of termination, including, without limitation, design and engineering costs and other hard and soft costs, to complete Landlord’s Work, with such reimbursement due within thirty (30) days after written request of Landlord, together with reasonable supporting documentation of such costs.” 2. Section 1; Exhibit C of the Lease. The date “March 31, 2021” as set forth in Section 1 of Exhibit C in the Lease is hereby deleted and replaced with “May 31, 2021”. 3. Exhibit C-3 of the Lease. The date “March 31, 2021” as set forth in Exhibit C-3 of the Lease is hereby deleted and replaced with “May 31, 2021”. 4. Miscellaneous. This Amendment shall become effective only upon full execution and delivery of this Amendment by Landlord and Tenant. This Amendment contains the parties’ entire agreement regarding the subject matter covered by this Amendment, and supersedes all prior correspondence, negotiations, and agreements, if any, whether oral or written, between the parties concerning such subject matter. There are no contemporaneous oral agreements, and there are no representations or warranties between the parties not contained in this Amendment on which the parties have relied. Except as modified by this Amendment, the terms and
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Recursion Pharmaceuticals, Inc./First Amendment to Lease -2- provisions of the Lease shall remain in full force and effect, and the Lease, as modified by this Amendment, shall be binding upon and shall inure to the benefit of the parties hereto, their successors and permitted assigns. [Signatures to follow]
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Recursion Pharmaceuticals, Inc./First Amendment to Lease -3- LANDLORD AND TENANT enter into this Amendment to be effective as of the Effective Date. LANDLORD: INDUSTRY OFFICE SLC, LLC, a Delaware limited liability company By: ___________________________________ Name: H. Xxxxx Xxxxxxx Title: Manager TENANT: RECURSION PHARMACEUTICALS, INC., a Delaware corporation By: ___________________________________ Name: Xxxx Xxxxxx Title: President and COO
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Recursion Pharmaceuticals, Inc./First Amendment to Lease Exhibit A EXHIBIT A DEPICTION OF THE PREMISES 16439112_v2
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Recursion Pharmaceuticals, Inc./Second Amendment to Lease SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this “Amendment”), dated to be effective July 1, 2021 (the “Effective Date”), is entered into between INDUSTRY OFFICE SLC, LLC, a Delaware limited liability company (“Landlord”), and RECURSION PHARMACEUTICALS, INC. a Delaware corporation (“Tenant”), with reference to the following: A. Landlord and Tenant entered into that certain Lease Agreement dated February 10, 2021, as amended by that certain First Amendment to Lease dated March 26, 2021 (the “First Amendment”) (collectively, the “Lease”), covering at least 25,000 rentable square feet, located at 000 Xxxxx 000 Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000 (the “Premises”). B. Landlord and Tenant now desire to amend the Lease as set forth below. Unless otherwise expressly provided in this Amendment, capitalized terms used in this Amendment shall have the same meanings as in the Lease. FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Effective Date of First Amendment. The Effective Date of the First Amendment is hereby deleted and replaced with March 26, 2021. 2. Section 2 of the Lease. The third sentence of Section 2 of the Lease is hereby deleted and replaced with the following language: “Notwithstanding anything herein to the contrary, if prior to the Commencement Date either Tenant or Landlord determines that (a) the Building cannot feasibly accommodate Tenant’s technical or design specifications within Landlord’s or Tenant’s construction budget (and Tenant is otherwise unwilling to pay for such increased costs and expenses), or (b) Tenant will not be permitted by any applicable governmental authority with jurisdiction to use and occupy the Premises for any of the uses comprising the Permitted Use or as otherwise contemplated under this Lease, then either Landlord or Tenant may terminate this Lease upon written notice to the other so long as (i) such notice is provided by August 15, 2021, and (ii) Tenant reimburses Landlord for the actual, reasonable costs and expenses incurred by Landlord as of the date of termination, including, without limitation, design and engineering costs and other hard and soft costs, to complete Landlord’s Work, with such reimbursement due within thirty (30) days after written request of Landlord, together with reasonable supporting documentation of such costs.” 3. Extension Options. Section 2 of the Rider to Lease is hereby deleted and replaced with the following language: “Extension Options. Tenant shall have the right and option to extend the Lease for three (3) consecutive periods of one (1) year each under the same terms and conditions as stated in the Lease (each an “Extension Option”), with the exceptions that (a) no further extension options shall exist, and (b) monthly rental for such extension term shall be as follows:
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Recursion Pharmaceuticals, Inc./Second Amendment to Lease FIRST EXTENSION OPTION BASE RENT (OFFICE PREMISES) BASE RENT (LABORATORY PREMISES) SECOND EXTENSION OPTION BASE RENT (OFFICE PREMISES) BASE RENT (LABORATORY PREMISES) * The above shows Tenant’s Base Rent obligation only. Tenant shall pay also pay all Additional Rent, including Building Expenses and Amenity Expenses, as calculated and reconciled in Paragraph 4 of the Lease. THIRD EXTENSION OPTION The Base Rent for the Office Premises and the Laboratory Premises for the third Extension Option shall be based on the then prevailing market rental rate as determined by Landlord acting reasonably and in good faith based on then recent lease extensions for similar space within the Building (to the extent applicable) and surrounding buildings, and taking into consideration Tenant’s use and financial strength and other relevant factors, but in no event shall be less than the monthly rental in effect for the last month of the Term immediately prior to the extension (“Market Rental Rate”). Tenant may reject Period Annual Base Rent PSF Monthly Base Rent Month 25 – Month 36 $26.52 $TBD Period Annual Base Rent PSF Monthly Base Rent Month 25 – Month 36 $21.00 $TBD Period Annual Base Rent PSF Monthly Base Rent Month 37 – Month 48 $27.32 $TBD Period Annual Base Rent PSF Monthly Base Rent Month 37 – Month 48 $21.63 $
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Recursion Pharmaceuticals, Inc./Second Amendment to Lease LANDLORD AND TENANT enter into this Amendment to be effective as of the Effective Date. LANDLORD: INDUSTRY OFFICE SLC, LLC, a Delaware limited liability company By: ___________________________________ Name: H. Xxxxx Xxxxxxx Title: Manager TENANT: RECURSION PHARMACEUTICALS, INC., a Delaware corporation By: ___________________________________ Name: Xxxx Xxxxxx Title: President and COO 16613444_v7
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17879388_v11 1 THIRD AMENDMENT TO LEASE (Recursion Pharmaceuticals, Inc. – Industry SLC) THIS THIRD AMENDMENT TO LEASE (“Amendment”) is dated effective and for identification purposes as of ___________,2022, and is made by and between INDUSTRY OFFICE SLC, LLC, a Delaware limited liability company (“Landlord”), and RECURSION PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). RECITALS: WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated February 10, 2021, as amended by that certain First Amendment to Lease dated March 26, 2021, and that certain Second Amendment to Lease dated July 1, 2021 (collectively, the “Lease”), pertaining to the premises presently identified as approximately 25,000 rentable square feet (“Premises”), of 000 Xxxxx 000 Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000 (“Building”); and WHEREAS, Landlord and Tenant desire to enter into this Amendment to define the size of the Premises, extend the Lease Term, adjust the Allowance, and provide for certain other matters as more fully set forth herein; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree that the Lease shall be amended in accordance with the terms and conditions set forth below. 1. Definitions. The capitalized terms used herein shall have the same definitions as set forth in the Lease, unless otherwise defined herein. 2. Premises. Notwithstanding anything in Sectin 14 of the Basic Lease Terms to the contrary, the Premises contains 51,869 rentable square feet (of which 6,644 RSF is Office Premises and 45,225 RSF is Laboratory Premises). Exhibit B to the Lease is hereby deleted in its entirety and replaced with the depiction of the Premises attached to this Amendment as Exhibit B. 3. Lease Term. The parties hereby acknowledge and agree that the term of the Lease Term was initially defined as twenty-four (24) whole calendar months following the Commencement Date. Notwithstanding anything in the Lease to the contrary, the initial Term shall be sixty (60) full calendar months following the Commencement Date (as defined in the Lease), and the Expiration Date shall be the last day of the sixtieth (60th) full calendar month following the Commencement Date. 4. Base Rent. During the Extension Term, Tenant shall pay to Landlord Base Rent in full and without offset or demand for the Office Premises and Laboratory Premises as follows: DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D March 14
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17879388_v11 5 8. Brokers. Landlord and Tenant each warrant to the other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Amendment, excepting Xxxxx Xxxx LaSalle (“Tenant’s Broker”), on behalf of Tenant. Landlord is not represented by a broker. To the extent that any commission is due as a result of this Amendment, Tenant’s Broker shall be paid per separate agreement. Landlord and Tenant shall indemnify the other party for any claims made by any brokers other than Tenant’s Broker. Tenant shall indemnify and hold Landlord harmless for any claim to a commission by a broker not listed herein. 9. Governing Law. This Amendment is governed by federal law, including without limitation the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.) and, to the extent that state law applies, the laws of the State of Utah without regard to its conflicts of law rules. 10. Counterparts; Electronic Signatures. This Amendment may be executed in counterparts, including both counterparts that are executed on paper and counterparts that are in the form of electronic records and are executed electronically. An electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. The parties hereby acknowledge and agree that electronic records and electronic signatures, as well as facsimile signatures, may be used in connection with the execution of this Amendment and electronic signatures, facsimile signatures or signatures transmitted by electronic mail in so-called pdf format shall be legal and binding and shall have the same full force and effect as if a paper original of this Amendment had been delivered and had been signed using a handwritten signature. Landlord and Tenant (i) agree that an electronic signature, whether digital or encrypted, of a party to this Amendment is intended to authenticate this writing and to have the same force and effect as a manual signature, (ii) intend to be bound by the signatures (whether original, faxed or electronic) on any document sent or delivered by facsimile or, electronic mail, or other electronic means, (iii) are aware that the other party will rely on such signatures, and (iv) hereby waive any defenses to the enforcement of the terms of this Amendment based on the foregoing forms of signature. If this Amendment has been executed by electronic signature, all parties executing this document are expressly consenting under the Electronic Signatures in Global and National Commerce Act (“E-SIGN”), and Uniform Electronic Transactions Act (“UETA”), that a signature by fax, email or other electronic means shall constitute an Electronic Signature to an Electronic Record under both E-SIGN and UETA with respect to this specific transaction. 11. Amendments. The Lease may only be amended by a writing signed by the parties hereto, or by an electronic record that has been electronically signed by the parties hereto and has been rendered tamper-evident as part of the signing process. The exchange of email or other electronic communications discussing an amendment to the Lease, even if such communications are signed, does not constitute a signed electronic record agreeing to such an amendment. 12. Miscellaneous. With the exception of those matters set forth in this Amendment, Tenant's leasing of the Premises shall be subject to all terms, covenants and conditions of the Lease. In the event of any express conflict or inconsistency between the terms of this Amendment and the terms of the Lease, the terms of this Amendment shall control and govern. Except as expressly modified by this Amendment, all other terms and conditions of the Lease are hereby ratified and affirmed. The exhibits attached hereto are incorporated herein by this reference. The parties acknowledge that the Lease is a DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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17879388_v11 6 valid and enforceable agreement and that Tenant holds no claims against Landlord or its agents which might serve as the basis of any other set-off against accruing rent and other charges or any other remedy at law or in equity. [Remainder of Page Intentionally Left Blank] DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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17879388_v11 EXHIBIT B Depiction of the Premises (Areas in blue are not part of the Premises) DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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17879388_v11 DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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17879388_v11 EXHIBIT C-3 Schedule DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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ID Task Mode Task Name Duration Start Finish Predecessors Successors 1 Industry Stage 5A 447 days? Mon 1/18/21 Fri 10/14/22 2 Pre-con 296 days? Tue 1/19/21 Tue 3/15/22 3 Submitted Hard Demo Price Only ( No Drawings ) 1 day Thu 1/21/21 Thu 1/21/21 4FS+12 days,6FS+32 4 Received Demo Drawings for Coordination 1 day Tue 2/9/21 Tue 2/9/21 3FS+12 days 5FS-16 days 5 Received Notice to Proceed ( Hard Demo Only ) 1 day Tue 1/19/21 Tue 1/19/21 4FS-16 days 89 6 Drawings Received 1 day Tue 3/9/21 Tue 3/9/21 3FS+32 days 7 7 Bidding 13 days Wed 3/10/21 Fri 3/26/21 6 8 8 Bid Submission 3 days Mon 3/29/21 Wed 3/31/21 7 9 9 Receive Contract or NTP 10 days Wed 4/28/21 Tue 5/11/21 8 10,36,37,38,39,40,41,42,43,44,46,57,58,59,60,61,62,63,64,86,45 10 Execute Subcontractor Work Orders 10 days Wed 5/12/21 Tue 5/25/21 9 11 ASI #39 Release Date (10/1/21) 0 days? Fri 10/1/21 Fri 10/1/21 12 RFI #43 4 days Wed 10/6/21 Mon 10/11/21 17 13 RFI #44 7 days Wed 10/6/21 Thu 10/14/21 17 14 RFI #46 2 days Thu 10/7/21 Fri 10/8/21 17 15 ASI #39.1 Release Date (10/19/21) 0 days? Tue 10/19/21 Tue 10/19/21 16 RFI #59 7 days Fri 11/12/21 Mon 11/22/21 17 Pricing ASI #39 Rev. 1 12 days Tue 10/19/21 Wed 11/3/21 14,13,12 18 18 Pricing ASI #39 Rev. 2 14 days Thu 11/4/21 Tue 11/23/21 17 19 19 Pricing ASI #39 Rev. 3 16 days Wed 11/24/21Wed 12/15/21 18 20 20 Pricing ASI #39 Rev. 4 4 days Thu 12/16/21 Tue 12/21/21 19 21 21 ASI #39 Approval 10 days Wed 12/22/21Fri 1/7/22 20 364FS+15 days 22 ASI #40 Footings Release Date (11/17/21) 0 days Wed 11/17/21Wed 11/17/21 23 RFI #63 2 days Mon 11/29/21Tue 11/30/21 25 24 Construction Directive #04 - proceed with ASI #40 Footings 0 days Tue 12/7/21 Tue 12/7/21 217FS+2 days,117FS+5 25 Pricing ASI #40 Footings Rev. 1 17 days Wed 12/1/21 Mon 12/27/21 23 26 ASI #40 Complete Release Date (12/9/21) 0 days Thu 12/9/21 Thu 12/9/21 49FS+10 days 27 RFI #68 2 days Wed 12/15/21Thu 12/16/21 28 RFI #69 5 days Mon 12/27/21Mon 1/3/22 29 RFI #70 5 days Mon 12/27/21Mon 1/3/22 31 30 Construction Directive #05 - ASI #40 Steel Procurement 3 days Tue 2/1/22 Thu 2/3/22 68 31 ASI #40 Pricing 20 days Tue 1/4/22 Tue 2/1/22 29 32 32 ASI #40 Approval 10 days Wed 2/2/22 Tue 2/15/22 31 33 ASI #xx INDUSTRY Office release date 1 day Tue 2/15/22 Tue 2/15/22 34 ASI #xx INDUSTRY Office approval 1 day Tue 3/15/22 Tue 3/15/22 144FS+5 days,166FS+5 days,188FS+5 days 35 Submittals (Submit & Approve) 214 days Tue 5/11/21 Mon 3/14/22 36 Plumbing 117 days Wed 5/12/21 Thu 10/21/21 9 76 37 Electrical 117 days Wed 5/12/21 Thu 10/21/21 9 74,73 38 Mechanical 117 days Wed 5/12/21 Thu 10/21/21 9 75 39 Fire Sprinkler 142 days Wed 5/12/21 Thu 11/25/21 9 77 40 Fire Alarm 103 days Tue 7/6/21 Thu 11/25/21 9 78 41 Baserock/Rock 63 days Wed 5/12/21 Fri 8/6/21 9 112FS-20 days 42 Rebar 117 days Wed 5/12/21 Thu 10/21/21 9 66,113,213,233 43 Concrete 78 days Wed 5/12/21 Fri 8/27/21 9 109,214,234,114 44 Shotcrete - Deleted per RFI #7 0 days Tue 5/11/21 Tue 5/11/21 9 45 Structural Steel 73 days Wed 5/12/21 Fri 8/20/21 9 46 ASI#39 Structural Steel : Delay in Detailing Due to Floor Elevation Move 124 days Wed 5/12/21 Mon 11/1/21 9 67,47 47 Structural Steel and ASI #39 : Architectural and Structural Review 10 days Tue 11/2/21 Mon 11/15/21 46 67,48FS+22 days 48 ASI # 39.1 Resubmittal 22 days Thu 12/16/21 Thu 1/20/22 47FS+22 days 49 ASI #40 Structural Steel Gridline X-X 18 days Mon 12/27/21Fri 1/21/22 26FS+10 days 50,51 50 ASI #40 Structural Steel Gridline X-X AOR Approval 5 days Mon 1/24/22 Fri 1/28/22 49 68 51 ASI #40 Structural Steel Gridline L-N 10 days Mon 1/24/22 Fri 2/4/22 49 52,53 52 ASI #40 Structural Steel Gridline L-N AOR Approval 5 days Mon 2/7/22 Fri 2/11/22 51 69 53 ASI #40 Structural Steel Gridline N-R 10 days Mon 2/7/22 Fri 2/18/22 51 54,55 54 ASI #40 Structural Steel Gridline N-R AOR Approval 5 days Tue 2/22/22 Mon 2/28/22 53 70 55 ASI #40 Structural Steel Gridline R-W 10 days Tue 2/22/22 Mon 3/7/22 53 56 10/1 10/19 11/17 12/7 12/9 Construction Directive #05 - ASI #40 Steel Procurement NA 5/11 J M M J S N J M M J S N Half 1, 2021 Half 2, 2021 Half 1, 2022 Half 2, 2022 Critical Critical Split Critical Progress Task Split Task Progress Manual Task Start-only Finish-only Duration-only Baseline Baseline Split Baseline Milestone Milestone Summary Progress Summary Manual Summary Project Summary External Tasks External Milestone Inactive Task Inactive Milestone Inactive Summary Deadline INDUSTRY SLC Stage 5A - Accelerated Schedule NOT APPROVED Page 1 DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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ID Task Mode Task Name Duration Start Finish Predecessors Successors 56 ASI #40 Structural Steel Gridline R-W AOR Approval 5 days Tue 3/8/22 Mon 3/14/22 55 71 57 Wheel Chair Lift 103 days Tue 6/8/21 Thu 10/28/21 9 72 58 Glass and Glazing 117 days Wed 5/19/21 Thu 10/28/21 9 80 59 Doors, Frames and Hardware 122 days Wed 5/12/21 Thu 10/28/21 9 81 60 Overhead Door 117 days Wed 5/12/21 Thu 10/21/21 9 79 61 Metal Stud Drywall 70 days Wed 5/12/21 Tue 8/17/21 9 82 62 Insulation 70 days Wed 5/12/21 Tue 8/17/21 9 83 63 Paint 103 days Tue 6/8/21 Thu 10/28/21 9 136,265,284,247 64 CMU 117 days Wed 5/12/21 Thu 10/21/21 9 364 65 Longlead and Procurement 164 days Wed 8/18/21 Mon 4/11/22 66 Rebar 20 days Fri 10/22/21 Thu 11/18/21 42 67 Structural Steel : Delay in Detailing Due to Floor Elevation Move 30 days Thu 11/11/21 Wed 12/22/21 46,47 68 Additional Steel Due to ASI #40 X-X 20 days Fri 2/4/22 Fri 3/4/22 50,30 226,227 69 Additional Steel Due to ASI #40 L-N 20 days Mon 2/14/22 Mon 3/14/22 52 228 70 Additional Steel Due to ASI #40 N-R 20 days Tue 3/1/22 Mon 3/28/22 54 229 71 Additional Steel Due to ASI #40 R-W 20 days Tue 3/15/22 Mon 4/11/22 56 230 72 Wheel Chair Lift 90 days Fri 10/29/21 Thu 3/10/22 57 359FS+20 days,360FS+20 days 73 Electrical and Floor Boxes 20 days Fri 10/22/21 Thu 11/18/21 37 74 Electrical Lighting 60 days Fri 10/22/21 Wed 1/19/22 37 137,285,248 75 Mechanical 60 days Fri 10/22/21 Wed 1/19/22 38 379,382 76 Plumbing 10 days Fri 10/22/21 Thu 11/4/21 36 77 Fire Sprinkler 40 days Fri 11/26/21 Wed 1/26/22 39 124,274,237 78 Fire Alarm 10 days Fri 11/26/21 Thu 12/9/21 40 139,287,250 79 Overhead Door 10 days Fri 10/22/21 Thu 11/4/21 60 80 Glass and Glazing 45 days Fri 10/29/21 Tue 1/4/22 58 374 81 Doors, Frames and Hardware 40 days Fri 10/29/21 Mon 12/27/21 59 130,262,279,333,242 82 Metal Stud and Drywall 1 day Wed 8/18/21 Wed 8/18/21 61 128,256,260 83 Rigid Insulation 5 days Wed 8/18/21 Tue 8/24/21 62 84 Construction 177 days Wed 1/20/21 Thu 9/23/21 85 Mobilize to Site 76 days Wed 1/27/21 Wed 5/12/21 91FS+10 days 86 Makers Line Mobilize (5 days from NTP) 1 day Wed 5/12/21 Wed 5/12/21 9 87 Temp Power / Temp Lighting 6 days Wed 1/27/21 Wed 2/3/21 89 88 Demolition 177 days Wed 1/20/21 Thu 9/23/21 89 Safe Off MEP Trades 5 days Wed 1/20/21 Tue 1/26/21 5 87,90 90 SawCut and Hard Demo 53 days Wed 1/27/21 Fri 4/9/21 89 99 91 Selective Demo 40 days Thu 5/27/21 Wed 7/21/21 85FS+10 days 94FS-50 days,93 92 Roof Demo 12.8 days Tue 9/7/21 Thu 9/23/21 111FS-3 days 106FS-1 day 93 Remove And Salvage Clerestory Windows 50 days Mon 6/28/21 Fri 9/3/21 91 94 RFI #7 Exsiting CMU North Wall 52 days Mon 5/24/21 Tue 8/3/21 91FS-50 days 95 95 RFI #7 Pricing, Approval and Demo 20 days Wed 8/4/21 Tue 8/31/21 94 96 Construction 5A Gridline .5 to 1 447 days Mon 1/18/21 Fri 10/14/22 97 1st Floor 447 days Mon 1/18/21 Fri 10/14/22 98 East - Gridline .5 to 1 (Core and Shell) 290 days Mon 2/22/21 Fri 4/8/22 99 Rough Grade 5 days Mon 4/12/21 Fri 4/16/21 90 210,107FS-5 days,100FS-113 days 000 XXX #0 / XXX #00 Existing Footings East Bay 110 days Mon 2/22/21 Fri 7/23/21 99FS-113 days 101FS-18 days 000 XXX #0 - Xxxxxxxx Footing Removal 32 days Wed 6/30/21 Thu 8/12/21 100FS-18 days 106,102FS-5 days 102 Demo Per RFI #4, #16, PCO#1 12 days Mon 7/5/21 Mon 8/9/21 101FS-5 days 106,103FS-12 days,110,111 103 Submittal # 82 - Structural Fill / GeoFabric 16 days Thu 7/22/21 Fri 8/13/21 102FS-12 days 106,104,105 104 Backfill & Compact Demolished Footings12 days Tue 8/17/21 Thu 9/2/21 103,105 111 105 Rain Delay - Import Material Saturated 2 days Fri 8/13/21 Tue 8/17/21 103 104 106 Rough Grade Continued 3 days Thu 9/23/21 Mon 9/27/21 101,102,103,92FS-1 day107FS-3 days,210 107 Footing Excavation 7 days Thu 9/23/21 Fri 10/1/21 99FS-5 days,106FS-3 days108 108 Reinforcing Steel Footings 9 days Mon 10/4/21 Thu 10/14/21 107 109 109 Footing Pour 2 days Fri 10/15/21 Mon 10/18/21 108,43 112FS-20 days,110 110 Rough Underground Plumbing 4 days Tue 10/19/21 Mon 10/25/21 102,109 112 111 Electrical UG 13 days Tue 8/24/21 Fri 9/10/21 102,104 92FS-3 days 112 GeoFabric and Baserock 3 days Mon 10/25/21Thu 10/28/21 109FS-20 days,41FS-20 days,110113 113 Reinforcing Steel SOG 4 days Thu 10/28/21 Wed 11/3/21 112,42 114 Additional Steel Due to ASI #40 X-X NA J M M J S N J M M J S N Half 1, 2021 Half 2, 2021 Half 1, 2022 Half 2, 2022 Critical Critical Split Critical Progress Task Split Task Progress Manual Task Start-only Finish-only Duration-only Baseline Baseline Split Baseline Milestone Milestone Summary Progress Summary Manual Summary Project Summary External Tasks External Milestone Inactive Task Inactive Milestone Inactive Summary Deadline INDUSTRY SLC Stage 5A - Accelerated Schedule NOT APPROVED Page 2 DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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ID Task Mode Task Name Duration Start Finish Predecessors Successors 114 Pour Slab 1 day Wed 11/3/21 Thu 11/4/21 43,113 115 115 Slab Cure 5 days Thu 11/4/21 Thu 11/11/21 114 116 116 Polish SOG 5 days Thu 11/11/21 Thu 11/18/21 115 123 117 Demo Slab 2 days Tue 12/14/21 Wed 12/15/21 24FS+5 days 118 118 Additional Excavation ASI #40 4 days Thu 12/16/21 Tue 12/21/21 117 119 119 Additional Footings ASI #40 4 days Wed 12/22/21Wed 12/29/21 118 120 120 Re-connect electrical conduit 3 days Thu 12/30/21 Tue 1/4/22 119 121 121 SOG prep (Baserock/ Reinf. Steel / Epoxy) 4 days Wed 1/5/22 Mon 1/10/22 120 122 122 Re-Pour SOG & Footings ASI #40 2 days Tue 1/11/22 Wed 1/12/22 121 123 123 Layout and MEP Coordination 1 day Thu 1/13/22 Thu 1/13/22 116,122 125,126,127,128FS+7 days 124 Rough Over Sprinklers Below Deck 10 days Thu 1/27/22 Wed 2/9/22 77 140 125 Rough Electrical ( OH ) 15 days Fri 1/14/22 Fri 2/4/22 123 137,139 126 Rough Mechanical (OH ) 15 days Fri 1/14/22 Fri 2/4/22 000 000 000 Rough Plumbing (OH ) 15 days Fri 1/14/22 Fri 2/4/22 123 133 128 Metal Stud Framing 10 days Wed 1/26/22 Tue 2/8/22 123FS+7 days,82 129FS-4 days,130FS-2 days,132 129 Rough Electrical In Wall 7 days Thu 2/3/22 Fri 2/11/22 128FS-4 days 132 130 Door Frames 5 days Mon 2/7/22 Fri 2/11/22 128FS-2 days,81 131SS 131 Window Frames 5 days Mon 2/7/22 Fri 2/11/22 130SS 138 132 Insulation 2 days Mon 2/14/22 Tue 2/15/22 128,129 133 133 Drywall 5 days Wed 2/16/22 Wed 2/23/22 132,127 134 134 Tape and Finish 10 days Thu 2/24/22 Wed 3/9/22 133 136FS-3 days,135 135 Doors and Hardware 5 days Thu 3/10/22 Wed 3/16/22 134 136 136 Prime and Paint 7 days Thu 3/17/22 Fri 3/25/22 134FS-3 days,135,63141,137,138,139,140 137 Finish Electrical 7 days Mon 3/28/22 Tue 4/5/22 136,125,74 142 138 Finish Mechanical 7 days Mon 3/28/22 Tue 4/5/22 136,126,131 142 139 Finish Fire Alarm 7 days Mon 3/28/22 Tue 4/5/22 136,125,78 142 140 Finish Fire Sprinkler 7 days Mon 3/28/22 Tue 4/5/22 136,124 142 141 Baseboards 3 days Mon 3/28/22 Wed 3/30/22 136 142 142 Final Clean 3 days Wed 4/6/22 Fri 4/8/22 137,138,139,140,141 143 INDUSTRY OFFICE (CONCEPTUAL) 71 days Thu 7/7/22 Fri 10/14/22 165 Recursion OFFICE (CONCEPTUAL) 71 days Thu 7/7/22 Fri 10/14/22 187 Denali OFFICE (CONCEPTUAL) 71 days Thu 7/7/22 Fri 10/14/22 209 West - Gridline 1.1 to 4 417 days Mon 1/18/21 Thu 9/1/22 210 Rough Grade 5 days Tue 9/28/21 Mon 10/4/21 99,106 212,211 211 ASI #39 - Modify Footings & Additional Scope 11 days Tue 10/5/21 Tue 10/19/21 210 212 212 Footing Excavation 7 days Wed 10/20/21Thu 10/28/21 210,211 213 213 Reinforicng Steel Footing 15 days Fri 10/29/21 Thu 11/18/21 212,42 214 214 Footing Pour 2 days Fri 11/19/21 Mon 11/22/21 213,43 215 215 Footing Pour Cure 5 days Tue 11/23/21 Mon 11/29/21 214 216 216 Rough Underground Plumbing 5 days Tue 11/30/21 Mon 12/6/21 215 217,224 217 Additional Excavation ASI #40 12 days Thu 12/9/21 Tue 12/28/21 216,24FS+2 days 221SS+6 days,218SS+4 days,219SS+10 days,220SS+14 days 218 Weather Delay (12/15/21) 1 day Wed 12/15/21Wed 12/15/21 217SS+4 days 221 219 Weather Delay (12/27/21)-(12/28/21) 2 days Mon 12/27/21Tue 12/28/21 217SS+10 days 220 Weather Delay (12/31/21) 2 days Mon 1/3/22 Tue 1/4/22 217SS+14 days 221 Additional Footings ASI #40 13 days Fri 12/17/21 Fri 1/7/22 217SS+6 days,218222 222 Pour Footings ASI #40 2 days Mon 1/10/22 Tue 1/11/22 221 224,223 223 Soil Improvement (Winter Conditions ASI #40) 15 days Wed 1/12/22 Wed 2/2/22 222 224 224 GeoFabric and Baserock 3 days Thu 2/3/22 Mon 2/7/22 216,222,223 390,233,399FS+30 days 225 Steel Columns Erection 5 days Mon 2/28/22 Fri 3/4/22 365FS-12 days 226 226 Additional Steel Columns Erection due to ASI #40 9 days Mon 3/7/22 Thu 3/17/22 225,68 227 Additional Steel Due to ASI #40 X-X 19 days Mon 3/7/22 Thu 3/31/22 68 228,229,230,292 228 Additional Steel Due to ASI #40 L-N 19 days Fri 4/1/22 Wed 4/27/22 227,69 229,230,293 229 Additional Steel Due to ASI #40 N-R 19 days Thu 4/28/22 Tue 5/24/22 227,228,70 230,294 230 Additional Steel Due to ASI #40 R-W 14 days Wed 5/25/22 Mon 6/13/22 227,228,229,71 296 231 Metal Stud Framing (Fire wall) 20 days Mon 1/18/21 Fri 2/12/21 232 Level 1 South - Gridline J-R 65 days Wed 6/1/22 Thu 9/1/22 233 Reinforcing Steel SOG (South) 4 days Wed 6/1/22 Mon 6/6/22 42,224,294,295 234 234 Pour Slab SOG (South) 1 day Tue 6/7/22 Tue 6/7/22 43,233 235 Additional Steel Due to ASI #40 X-X NA Additional Steel Due to ASI #40 L-N NA Additional Steel Due to ASI #40 N-R NA Additional Steel Due to ASI #40 R-W NA J M M J S N J M M J S N Half 1, 2021 Half 2, 2021 Half 1, 2022 Half 2, 2022 Critical Critical Split Critical Progress Task Split Task Progress Manual Task Start-only Finish-only Duration-only Baseline Baseline Split Baseline Milestone Milestone Summary Progress Summary Manual Summary Project Summary External Tasks External Milestone Inactive Task Inactive Milestone Inactive Summary Deadline INDUSTRY SLC Stage 5A - Accelerated Schedule NOT APPROVED Page 3 DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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ID Task Mode Task Name Duration Start Finish Predecessors Successors 235 SOG Cure and Polish 7 days Wed 6/8/22 Thu 6/16/22 234 358,236 236 Metal Stud Framing 16 days Fri 6/17/22 Tue 7/12/22 235 241,242,244,243,255SS,237SS+3 days 237 Rough Fire Sprinkler 7 days Wed 6/22/22 Thu 6/30/22 77,236SS+3 days 244,238FS+3 days,239FS+3 days,240FS+3 days 238 Rough Electrical ( OH ) 10 days Fri 7/8/22 Thu 7/21/22 237FS+3 days 239 Rough Mechanical (OH ) 10 days Fri 7/8/22 Thu 7/21/22 237FS+3 days 240 Rough Plumbing ( OH ) 10 days Fri 7/8/22 Thu 7/21/22 237FS+3 days 241 Rough Electrical In Wall 6 days Wed 7/13/22 Wed 7/20/22 236 244 242 Door Frames 2 days Wed 7/13/22 Thu 7/14/22 236,81 244,243 243 Insulation 2 days Fri 7/15/22 Mon 7/18/22 236,242 244 244 Drywall 7 days Thu 7/21/22 Fri 7/29/22 237,236,241,242,2435 245 Tape and Finish 7 days Mon 8/1/22 Tue 8/9/22 244 247,246 246 Doors and Hardware 5 days Wed 8/10/22 Tue 8/16/22 245 253 247 Prime and Paint 6 days Wed 8/10/22 Wed 8/17/22 245,63 252,248,249,250,251 248 Finish Electrical 8 days Thu 8/18/22 Mon 8/29/22 247,74 253,410 249 Finish Mechanical 8 days Thu 8/18/22 Mon 8/29/22 247 253 250 Finish Fire Alarm 8 days Thu 8/18/22 Mon 8/29/22 247,78 253 251 Finish Fire Sprinkler 8 days Thu 8/18/22 Mon 8/29/22 247 253 252 Baseboards 2 days Thu 8/18/22 Fri 8/19/22 247 253 253 Final Clean 3 days Tue 8/30/22 Thu 9/1/22 246,248,249,250,251,252412SS 254 Restrooms 30 days Fri 6/17/22 Mon 8/1/22 269 Level 1- North - Gridline R-W 51 days Tue 6/21/22 Thu 9/1/22 270 Reinforcing Steel SOG (North) 4 days Tue 6/21/22 Fri 6/24/22 296,297 271 271 Pour Slab SOG (North) 1 day Mon 6/27/22 Mon 6/27/22 270 272 272 SOG Cure and Polish 6 days Tue 6/28/22 Thu 7/7/22 271 273 273 Metal Stud Framing 7 days Fri 7/8/22 Mon 7/18/22 272 278,279,281,280,274SS+3 days 274 Rough Fire Sprinkler 7 days Wed 7/13/22 Thu 7/21/22 77,273SS+3 days 281,275FS+3 days,276FS+3 days,277FS+3 days 275 Rough Electrical ( OH ) 9 days Wed 7/27/22 Mon 8/8/22 274FS+3 days 276 Rough Mechanical (OH ) 9 days Wed 7/27/22 Mon 8/8/22 274FS+3 days 277 Rough Plumbing ( OH ) 9 days Wed 7/27/22 Mon 8/8/22 274FS+3 days 278 Rough Electrical In Wall 5 days Tue 7/19/22 Mon 7/25/22 273 281 279 Door Frames 2 days Tue 7/19/22 Wed 7/20/22 273,81 281,280 280 Insulation 2 days Thu 7/21/22 Fri 7/22/22 273,279 281 281 Drywall 7 days Tue 7/26/22 Wed 8/3/22 273,279,280,274,27882 282 Tape and Finish 7 days Thu 8/4/22 Fri 8/12/22 281 284,283 283 Doors and Hardware 4 days Mon 8/15/22 Thu 8/18/22 282 290 284 Prime and Paint 5 days Mon 8/15/22 Fri 8/19/22 282,63 289,285,286,287,288 285 Finish Electrical 6 days Mon 8/22/22 Mon 8/29/22 284,74 290,410 286 Finish Mechanical 6 days Mon 8/22/22 Mon 8/29/22 284 290 287 Finish Fire Alarm 6 days Mon 8/22/22 Mon 8/29/22 284,78 290 288 Finish Fire Sprinkler 6 days Mon 8/22/22 Mon 8/29/22 284 290 289 Baseboards 2 days Mon 8/22/22 Tue 8/23/22 000 000 000 Final Clean 3 days Tue 8/30/22 Thu 9/1/22 285,286,287,288,289,283412SS 291 2nd Floor West Gridline 1.1 to 4 104 days Fri 4/1/22 Fri 8/26/22 292 Metal Deck ASI #40 X-X 5 days Fri 4/1/22 Thu 4/7/22 227 301,298,299 293 Metal Deck ASI #40 L-N 5 days Thu 4/28/22 Wed 5/4/22 228 301,298,299 294 Metal Deck ASI #40 N-R 5 days Wed 5/25/22 Tue 5/31/22 229 302,299,369,295,233 000 XXX UG Start J-R 0 days Tue 5/31/22 Tue 5/31/22 294 233 296 Metal Deck ASI #40 R-W 5 days Tue 6/14/22 Mon 6/20/22 230 302,300,370,270,297 000 XXX UG start R-W 0 days Mon 6/20/22 Mon 6/20/22 296 270 298 Layout and MEP Cooridnation ( Through Floor Penetrations ) 1 day Thu 5/5/22 Thu 5/5/22 292,293 301 299 Reinforcing Steel ASI #40 J-R 3 days Wed 6/1/22 Fri 6/3/22 292,293,294 301 300 Reinforcing Steel ASI #40 R-W 3 days Tue 6/21/22 Thu 6/23/22 000 000 000 Mezz Deck Pour ASI #40 J-R 2 days Mon 6/6/22 Tue 6/7/22 299,298,292,293 302,303 302 Mezz Deck Pour 2 ASI #40 R-W 2 days Fri 6/24/22 Mon 6/27/22 301,294,296,300 304 303 Mezz Deck Cure ASI #40 L-R 5 days Wed 6/8/22 Tue 6/14/22 301 306,307 304 Mezz Deck Cure 2 ASI #40 R-W 5 days Tue 6/28/22 Wed 7/6/22 302 341,342,343,344,345,346 305 Level 2 South (J-R) 44 days Wed 6/15/22 Wed 8/17/22 306 Layout and Coordination 1 day Wed 6/15/22 Wed 6/15/22 303 326SS+1 day,144SS,166SS,188SS 307 Metal Stud Framing 7 days Wed 6/15/22 Thu 6/23/22 303 314,313,308SS+3 days 308 Rough Fire Sprinkler ( OH ) 7 days Mon 6/20/22 Tue 6/28/22 307SS+3 days 309FS+3 days,310FS+3 days,311FS+3 days,312FS-3 days 5/31 Metal Deck ASI #40 R-W NA 6/20 Reinforcing Steel ASI #40 R-W NA Mezz Deck Pour 2 ASI #40 R-W NA Mezz Deck Cure 2 ASI #40 R-W NA J M M J S N J M M J S N Half 1, 2021 Half 2, 2021 Half 1, 2022 Half 2, 2022 Critical Critical Split Critical Progress Task Split Task Progress Manual Task Start-only Finish-only Duration-only Baseline Baseline Split Baseline Milestone Milestone Summary Progress Summary Manual Summary Project Summary External Tasks External Milestone Inactive Task Inactive Milestone Inactive Summary Deadline INDUSTRY SLC Stage 5A - Accelerated Schedule NOT APPROVED Page 4 DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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ID Task Mode Task Name Duration Start Finish Predecessors Successors 309 Rough Electrical ( OH ) 10 days Wed 7/6/22 Tue 7/19/22 308FS+3 days 310 Rough Mechanical (OH ) 10 days Wed 7/6/22 Tue 7/19/22 308FS+3 days 311 Rough Plumbing (OH ) 10 days Wed 7/6/22 Tue 7/19/22 308FS+3 days 312 Rough Electrical In Wall 5 days Fri 6/24/22 Thu 6/30/22 308FS-3 days 313,314 313 Door Frames 2 days Fri 7/1/22 Wed 7/6/22 312,307 317 314 Insulation 2 days Fri 7/1/22 Wed 7/6/22 312,307 315 315 Drywall 7 days Thu 7/7/22 Fri 7/15/22 314 316 316 Tape and Finish 7 days Mon 7/18/22 Tue 7/26/22 000 000 000 Doors and Hardware 5 days Thu 7/7/22 Wed 7/13/22 313 318 318 Prime and Paint 5 days Wed 7/27/22 Tue 8/2/22 317,316 319,320,321,322,323 319 Finish Electrical 8 days Wed 8/3/22 Fri 8/12/22 318 324,410 320 Finish Mechanical 8 days Wed 8/3/22 Fri 8/12/22 318 324 321 Finish Fire Alarm 8 days Wed 8/3/22 Fri 8/12/22 318 324 322 Finish Fire Sprinkler 8 days Wed 8/3/22 Fri 8/12/22 318 324 323 Baseboards 2 days Wed 8/3/22 Thu 8/4/22 318 324 324 Final Clean 3 days Mon 8/15/22 Wed 8/17/22 319,320,321,322,323412SS 325 Restrooms 30 days Thu 6/16/22 Fri 7/29/22 340 Xxxxx 0 Xxxxx (X-X) 37 days Thu 7/7/22 Fri 8/26/22 341 Layout and Coordination 1 day Thu 7/7/22 Thu 7/7/22 304 144SS,166SS,188SS 342 Metal Stud Framing 7 days Thu 7/7/22 Fri 7/15/22 304 348,347FS-2 days 343 Rough Fire Sprinkler ( OH ) 7 days Thu 7/7/22 Fri 7/15/22 304 344 Rough Electrical ( OH ) 10 days Thu 7/7/22 Wed 7/20/22 304 345 Rough Mechanical (OH ) 10 days Thu 7/7/22 Wed 7/20/22 304 346 Rough Plumbing (OH ) 10 days Thu 7/7/22 Wed 7/20/22 304 347 Rough Electrical In Wall 5 days Thu 7/14/22 Wed 7/20/22 342FS-2 days 348 348 Insulation 2 days Thu 7/21/22 Fri 7/22/22 342,000 000 000 Drywall 6 days Mon 7/25/22 Mon 8/1/22 348 350 350 Tape and Finish 7 days Tue 8/2/22 Wed 8/10/22 349 351 351 Prime and Paint 5 days Thu 8/11/22 Wed 8/17/22 350 352,353,354,355 352 Finish Electrical 4 days Thu 8/18/22 Tue 8/23/22 351 356,410 353 Finish Mechanical 4 days Thu 8/18/22 Tue 8/23/22 351 356 354 Finish Fire Alarm 4 days Thu 8/18/22 Tue 8/23/22 351 356 355 Finish Fire Sprinkler 4 days Thu 8/18/22 Tue 8/23/22 351 356 356 Final Clean 3 days Wed 8/24/22 Fri 8/26/22 352,353,354,355 412SS 357 ADA Lift 61 days Fri 6/17/22 Tue 9/13/22 358 Elevator Enclosure per ASI #40 15 days Fri 6/17/22 Mon 7/11/22 235 359,360 359 Additional Elevator due to ASI #39 20 days Tue 7/12/22 Mon 8/8/22 72FS+20 days,358361 360 Additional Wheelchair Lift due to ASI #39 15 days Tue 7/12/22 Mon 8/1/22 72FS+20 days,358 361 361 Set Up State Inspection 1 day Tue 8/9/22 Tue 8/9/22 359,360 362 362 State Inspection 25 days Wed 8/10/22 Tue 9/13/22 361 411 363 Exterior Shell and Closure 109 days Tue 2/1/22 Wed 7/6/22 000 XXX Xxxx Xxxx Stage 5a 20 days Tue 2/1/22 Tue 3/1/22 64,21FS+15 days 367,366SS+10 days,365 365 Winter Conditions for CMU 10 days Wed 3/2/22 Tue 3/15/22 364 366,367FS-5 days,225FS-12 days,399 000 XXX Xxxxx Xxxx Per RFI #7 15 days Wed 3/16/22 Tue 4/5/22 364SS+10 days,365368 367 Metal Stud Framing 20 days Wed 3/9/22 Tue 4/5/22 364,365FS-5 days373 368 Metal Stud Faming RFI North Wall #07 5 days Wed 4/6/22 Tue 4/12/22 366 369 Roof Deck - ASI #40 J-R 10 days Wed 6/1/22 Tue 6/14/22 294 384,378,371FS-3 days 370 Roof Deck - ASI #40 R-W 10 days Tue 6/21/22 Wed 7/6/22 296 385,372FS-3 days,397 000 XXX ROOF CURB INSTALL (J-R) 0 days Fri 6/10/22 Fri 6/10/22 369FS-3 days 384 372 CRB ROOF CURB INSTALL (R-W) 0 days Thu 6/30/22 Thu 6/30/22 370FS-3 days 385 373 Metal Siding and Flashing 20 days Wed 4/6/22 Tue 5/3/22 367 374,375 374 Glass and Glazing 10 days Wed 5/4/22 Tue 5/17/22 373,80 409 375 Garage Doors 10 days Wed 5/4/22 Tue 5/17/22 373 412 376 Roof 39 days Wed 6/15/22 Wed 8/10/22 377 Demo Roof for Mechanical Curbs 5 days Wed 6/15/22 Tue 6/21/22 384SS 379 378 Roof Screens Steel 10 days Wed 6/15/22 Tue 6/28/22 369 379 Set Curbs 3 days Wed 6/22/22 Fri 6/24/22 377,75 381,380,382 380 Rough Electrical To Mechanical Units 5 days Mon 6/27/22 Fri 7/1/22 379 382 381 Roof Patch and Flash 5 days Mon 6/27/22 Fri 7/1/22 379 382,383 382 Set Mechanical Equipment 3 days Wed 7/6/22 Fri 7/8/22 381,379,380,75 409 Layout and Coordination NA 6/10 6/30 J M M J S N J M M J S N Half 1, 2021 Half 2, 2021 Half 1, 2022 Half 2, 2022 Critical Critical Split Critical Progress Task Split Task Progress Manual Task Start-only Finish-only Duration-only Baseline Baseline Split Baseline Milestone Milestone Summary Progress Summary Manual Summary Project Summary External Tasks External Milestone Inactive Task Inactive Milestone Inactive Summary Deadline INDUSTRY SLC Stage 5A - Accelerated Schedule NOT APPROVED Page 5 DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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ID Task Mode Task Name Duration Start Finish Predecessors Successors 383 Rough Gas to Mechanical Units ( Above Roof )5 days Wed 7/6/22 Tue 7/12/22 381 409 384 Roofing J-R 15 days Wed 6/15/22 Thu 7/7/22 369,371 386,377SS 385 Roofing R-W 15 days Thu 7/7/22 Wed 7/27/22 370,372 386,387 386 Flashing and Gutter 10 days Thu 7/28/22 Wed 8/10/22 384,385 387 Roof Screens Metal Siding 10 days Thu 7/28/22 Wed 8/10/22 385 388 Site 119 days Tue 2/8/22 Wed 7/27/22 000 Xxxx 000 days Tue 2/8/22 Wed 7/27/22 390 Site Demo 2 days Tue 2/8/22 Wed 2/9/22 224 391 391 Grading 2 days Thu 2/10/22 Fri 2/11/22 390 392 392 Underground Utilites 5 days Mon 2/14/22 Fri 2/18/22 391 393 393 Reinforcing Steel (Patios) 5 days Tue 2/22/22 Mon 2/28/22 392 394 394 Concrete 10 days Tue 3/1/22 Mon 3/14/22 393 395SS,397 395 Asphalt Patch 2 days Tue 3/1/22 Wed 3/2/22 394SS 412,396 396 Landscape 10 days Thu 3/3/22 Wed 3/16/22 395 412 397 Site Misc Metals 15 days Thu 7/7/22 Wed 7/27/22 394,370 412 398 West and North 47 days Wed 3/23/22 Thu 5/26/22 399 Site Demo 2 days Wed 3/23/22 Thu 3/24/22 224FS+30 days,365400 400 Grading 2 days Fri 3/25/22 Mon 3/28/22 399 401 401 Underground Utilites 10 days Tue 3/29/22 Mon 4/11/22 400 402 402 Structural Excavation 3 days Tue 4/12/22 Thu 4/14/22 401 403 403 Reinforcing Steel 5 days Fri 4/15/22 Thu 4/21/22 402 404 404 Concrete 10 days Fri 4/22/22 Thu 5/5/22 403 405SS,407 405 Asphalt Patch 2 days Fri 4/22/22 Mon 4/25/22 404SS 412,406 406 Landscape 10 days Tue 4/26/22 Mon 5/9/22 405 412 407 Site Misc Metals 15 days Fri 5/6/22 Thu 5/26/22 404 412 408 Closeout 5A 48 days Wed 7/13/22 Fri 9/16/22 409 Equipment Start-Up and TAB 12 days Wed 7/13/22 Thu 7/28/22 374,382,383 410 Fire Life Safety Pre-Testing 2 days Tue 8/30/22 Wed 8/31/22 285,248,352,319 411,412 411 City Final inspections / TCO - CRB 3 days Wed 9/14/22 Fri 9/16/22 410,339,268,362 412 Punchlist 5 days Thu 9/1/22 Wed 9/7/22 410,290SS,268,395,375,397,396,324SS,253SS,356SS,407,405,40641 413 Turnover to Tenant 1 day Thu 9/8/22 Thu 9/8/22 412 J M M J S N J M M J S N Half 1, 2021 Half 2, 2021 Half 1, 2022 Half 2, 2022 Critical Critical Split Critical Progress Task Split Task Progress Manual Task Start-only Finish-only Duration-only Baseline Baseline Split Baseline Milestone Milestone Summary Progress Summary Manual Summary Project Summary External Tasks External Milestone Inactive Task Inactive Milestone Inactive Summary Deadline INDUSTRY SLC Stage 5A - Accelerated Schedule NOT APPROVED Page 6 DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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17879388_v11 EXHIBIT C-4 Warm Shell Condition1 • A minimum 6” thick continuous flat concrete slab without plane changes, and a 10mm continuous vapor barrier per updated Landlord and Tenant’s co- design. Any additional specialty costs will be borne by Tenant. Flat floor shall specifically be held to ACI Standards for FFL. • Footings and elevated deck adequate for office and laboratory use per co-design (the elevated deck shall be built per updated co-designstandards with stairs (and no additional conveyance) and metal perimeter railing). The mezzanine shall have a polished concrete floor with a minimum bearing capacity of 150PSF, and shall be without a drop ceiling or exterior drywall partitions. Landord to confirm with Engineer of Record that loads will be designed with a minimum bearing capacity. • All demolition (demo plan attached as part of the Plans) complete, including non- bearing walls between columns per Landlord plans. • Landlord, as part of Landlord’s Work, shall provide adequate power (and associated INDUSTRY-standard distribution) in the office area of the Premises. Given that there is not sufficient power available to power the Laboratory Premises, the cost of sourcing additional power shall be at Tenant’s cost. Landlord shall provide a single 200 amp electrical panel in the Laboratory Premises as part of Landlord’s Work. At Tenant’s request, Landlord shall provide an additional 4,000 amp electrical service for the Tenant’s use on the Premises, which is planned to be exclusively used by Tenant and Tenant’s neighbor with cost based on the pro-rata split of both users. Power distribution in the Laboratory Premises shall be at Tenant’s sole cost. • Water and gas lines stubbed into the Premises consistent with updated Landlord and Tenant co-design, subject to review and approval of the Salt Lake City Public Utilities and local gas utility of the proposed 3” culinary water meter and high- pressure gas line. Subject to the foregoing, Tenant will need a 3” water tap to existing recently installed 12” main line and new gas line. Tenant shall pay for additional cost of water and gas lines required for Laboratory Premises. • 8’Sewer line lateral stubbed to the Premises per updated Landlord and Tenant co- design, further referenced under Exhibit C-5 Utility Site Plan. Sewer upgrades beyond the original 4” specifications set forth herein shall be borne by Tenant. • INDUSTRY-standard HVAC units and capacity for the entirety of the space including main trunk and distribution lines per Landlord and Tenant codesign; Additional structural supports for added mass and weight distribution shall accomodate all HVAC units and process equipment placed on structure required by Tenant for Laboratory 1 NTD: Landlord to provide a copy of the plans/drawings for completion of the Warm Shell Condition/Landord’s Work. DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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17879388_v11 Premises. Related costs shall be borne by Tenant including additional infrastructure and RTU’s above INDUSTRY standard. • Building envelope shall be complete, watertight, and meet all 2015 IBC and IECC code requirements as designed by Landlord. In the event that the authority having jurisdiction requires any component of the building envelope, not directly changed, altered or impacted by Tenants’ Improvement plans and construction, to meet 2018 IBC and IECC code requirements, additional costs for amendments to the building envelope plans and construction shall be borne by the Landlord. • Space on the roof for Tenant equipment including ventilation stacks and other HVAC equipment consistent with Landlord and Tenant co-design. Any additional structural reinforcement and engineering analysis will be at Tenant’s sole cost and expense. Any damage to the roof or other equipment shall be repaired at Tenant’s sole cost. • Exterior walls framed and insulated per Landlord and Tenant co-design. • Fire suppression wet system designed and installed throughout the Office Premises plus new 8” fire service lateral is being pursued on behalf of Tenant at Tenant’s expense. GPM / Flow Rate shall be dicated by Design and City Engineering. All costs to redesign of the sprinkler system and costs for additional distribution throughout the Laboratory Premises will be borne by Tenant including but not limited to increased piping size, additional pumps to meet flow rates (if necessary), any specialty suppression and/or air evacuation system. • Existing INDUSTRY SLC building fire alarm system panel for Tenant to tie into and all fire alarm devices required per building standard (B Occupancy Code Requirements). • INDUSTRY-standard restroom group, complete with an ADA compliant restroom stall, and code compliant electrical closets, and janitor closets. • Adequate egress doors for typical office use including ADA and exterior lighting requirements. • Exterior patio(s) adjacent to the Premises – per co-design. • No window coverings shall be provided by Landlord. • Exterior walls drywalled and primed where appropriate per Tenant and Landlord co-design. • • One (1) 10’ x 12’ loading dock and door accessible by tractor trailer trucks (either at Building grade or above grade with internal ramps) in a location mutually approved by Landlord and Tenant. Existing Roadway accesss to loading dock and door shall be suitable for tractor trailer trucks up to two (2) tons with two (2) axels. • DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D
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17879388_v11 EXHIBIT C-5 Utility Site Plan DocuSign Envelope ID: 3203BE44-B246-4DB9-A606-0AB0F029843D