Common use of Construction of Tenant Improvements Clause in Contracts

Construction of Tenant Improvements. Landlord shall perform the work (the "Landlord Work") described in EXHIBIT LW attached hereto in a good and workmanlike manner. The term of this Lease shall commence (the "Commencement Date") fourteen (14) days after the date Landlord shall have substantially completed the Landlord Work (that is, has completed the Landlord Work, except for normal "punch list" items) and shall have delivered to Tenant a copy of either (i) a permanent Certificate of Occupancy for the Leased Property from the appropriate building official of the City of Taunton, Massachusetts or (ii) a Temporary Certificate of Occupancy for the Leased Property from such official, provided that such Temporary Certificate of Occupancy contains no conditions which would render the Premises unusable by Tenant for the Permitted Use. In the event the Landlord's Work is not completed on or before December 31, 1997, Tenant shall have the right to terminate its obligations under this Lease by giving written notice of such termination to Landlord on or before February 1, 1998; provided, however, that (1) such dates shall be extended for a period equal to the duration of any delays in construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the control of Landlord, and (2) in the event any delays in completing the Landlord's Work are as a result of change orders or other delays caused by Tenant. The foregoing dates shall be extended day for day for each such delay caused by Tenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant-caused delays. Tenant's failure to give such notice of termination on or before February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall constitute a waiver of such termination right with the result that February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall become the Commencement Date. Thirty (30) days after the Commencement Date, Landlord shall be deemed to have satisfactorily completed the construction of the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies with respect to deficiencies in such construction, except for (a) deficiencies in the HVAC system of which Tenant has informed the Landlord in writing not later than three hundred sixty-five (365) days following the Commencement Date, (b) deficiencies of any other type of which Tenant has informed Landlord, in writing, not later than thirty (30) days following the Commencement Date, and (c) latent defects in the roof or structural integrity of the building constructed as part of the Landlord Work. Further, with respect to any portions of the Landlord's Work for which Landlord has received a guaranty or warranty from the general contractor or subcontractor performing such work, Tenant shall have the full benefit of such warranty or guaranty as long as Tenant gives Landlord written notice of such defect or deficiency in a timely manner so that Landlord is capable of making a timely claim under the guaranty or warranty in question.

Construction of Tenant Improvements. Landlord All improvements not included ----------------------------------- within the scope of the Building Shell shall perform be deemed "Tenant Improvements." Lessor, using the work (General Contractor, shall construct the "Landlord Work") described in EXHIBIT LW attached hereto in a good and workmanlike manner. The term of this Lease shall commence (the "Commencement Date") fourteen (14) days after the date Landlord shall have substantially completed the Landlord Work (that is, has completed the Landlord Work, except for normal "punch list" items) Tenant Improvements and shall have delivered to contribute the Tenant a copy Improvement Allowance towards the payment of either (i) a permanent Certificate of Occupancy for the Leased Property from the appropriate building official same and Lessee shall pay all costs associated with same in excess of the City of TauntonTenant Improvement Allowance. Notwithstanding the foregoing, Massachusetts or (ii) Lessee may select a Temporary Certificate of Occupancy for general contractor other than Lessor's General Contractor to construct the Leased Property from such official, provided that such Temporary Certificate of Occupancy contains no conditions which would render the Premises unusable by Tenant for the Permitted Use. In the event the Landlord's Work is not completed on or before December 31, 1997, Tenant shall have the right to terminate its obligations under this Lease Improvements by giving written notice of such termination to Landlord Lessor on or before February April 1, 1998; provided2000, however, provided that (1i) such dates general contractor has sufficient financial strength and experience in constructing first class quality improvements of the type to be constructed in the Premises to reasonably satisfy Lessor and any lender whose loan is secured by the Project or any part thereof and, (ii) Lessee agrees in such notice that the Tenant Improvements identified on Exhibit N hereto as "Early Construction Improvements" shall be extended for a period equal constructed by Lessor's General Contractor to facilitate construction of the balance of the Tenant Improvements by the Lessee selected general contractor (that the Early Construction Improvements shall retain concurrent status as Tenant Improvements, the cost of which is to be charged to the duration of any delays in construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the control of LandlordTenant Improvement Allowance), and (2iii) such general contractor is ready, willing and able and agrees to construct the Tenant Improvements in the event any delays in completing the Landlordaccordance with Lessor's Work are as a result of change orders or other delays caused by Tenant. The foregoing dates shall be extended day for day for each such delay caused by Tenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant-caused delays. TenantGeneral Contractor's failure to give such notice of termination on or before February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall constitute a waiver of such termination right with the result that February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall become the Commencement Date. Thirty (30) days after the Commencement Date, Landlord shall be deemed to have satisfactorily completed the construction of the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies with respect to deficiencies in such construction, except for (a) deficiencies in the HVAC system of which Tenant has informed the Landlord in writing not later than three hundred sixty-five (365) days following the Commencement Date, (b) deficiencies of any other type of which Tenant has informed Landlord, in writing, not later than thirty (30) days following the Commencement Dateschedule, and (civ) latent defects any failure by such Lessee selected general contractor to construct the Tenant Improvements in accordance with Lessor's General Contractor's construction schedule shall be Lessee Delay. If Lessor's General Contractor constructs the roof Tenant Improvements, or structural integrity if Lessee selects a general contractor other than Lessor's General Contractor, but Lessor's General Contractor nonetheless contracts with Lessor to construct the "Early Construction Improvements," in each case the contract shall be a guaranteed maximum price contract based upon the successful bids of subcontractors and/or negotiated prices as provided in Section 2.04(f). The total compensation to the General Contractor under such contract shall be equal to a contractor's fee not to exceed an amount equal to 2.5% of the building constructed as part contract (provided that a contractor's fee shall not be payable for change orders required due to coordination errors caused by the General Contractor or any of its subcontractors) and an amount not to exceed an amount equal to 2 1/2% of the Landlord Work. Further, with respect contract for general conditions plus an amount equal to any portions .75% of the Landlord's Work contract for which Landlord has received a guaranty or warranty from the general contractor or subcontractor performing such work, Tenant shall have the full benefit of such warranty or guaranty as long as Tenant gives Landlord written notice of such defect or deficiency in a timely manner so that Landlord is capable of making a timely claim under the guaranty or warranty in questioninsurance.

Construction of Tenant Improvements. Landlord At Lessor's sole cost and expense, Lessor shall perform construct the work improvements (the "Landlord WorkTenant Improvements") described in EXHIBIT LW that certain letter from Xxxxx X. Xxxxx & Sons, Inc. to VidaMed Inc., dated July 13, 1994, attached hereto as Exhibit "B" and incorporated by reference herein. The Tenant Improvements shall be constructed in accordance with such attached plans and specifications, in a good and workmanlike manner, free of defects and using new materials and equipment of good quality and in compliance with all Applicable Law (including, without limitation, the Americans with Disabilities Act of 1990). The term of this Lease shall commence (the "Commencement Date") fourteen (14) days after the date Landlord shall have substantially completed the Landlord Work (that is, has completed the Landlord Work, except for normal "punch list" items) and shall have delivered to Tenant a copy of either (i) a permanent Certificate of Occupancy for the Leased Property from the appropriate building official of the City of Taunton, Massachusetts or (ii) a Temporary Certificate of Occupancy for the Leased Property from such official, provided that such Temporary Certificate of Occupancy contains no conditions which would render the Premises unusable by Tenant for the Permitted Use. In the event the Landlord's Work is not completed on or before December 31, 1997, Tenant shall have the right to terminate its obligations under this Lease by giving written notice of such termination to Landlord on or before February 1, 1998; provided, however, that (1) such dates shall be extended for a period equal to the duration of any delays in construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the control of Landlord, and (2) in the event any delays in completing the Landlord's Work are as a result of change orders or other delays caused by Tenant. The foregoing dates shall be extended day for day for each such delay caused by Tenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant-caused delays. Tenant's failure to give such notice of termination on or before February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall constitute a waiver of such termination right with the result that February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall become the Commencement Date. Thirty Within thirty (30) days after the Commencement Date, Landlord Lessee shall have the right to submit a written "punchlist" to Lessor, setting forth any defective items to be corrected. Notwithstanding anything to the contrary contained in this Lease or in the foregoing, Lessee's acceptance of the Premises or submission of a "punchlist" shall not be deemed a waiver of Lessee's right to have satisfactorily completed defects in the construction of Tenant Improvements or the Landlord WorkPremises repaired at Lessor's sole expense. Lessee shall give notice to Lessor whenever any such defect becomes reasonably apparent, and Tenant Lessor shall be deemed repair such defect as soon as practicable. Lessor also hereby assigns to have waived Lessee all rights and remedies warranties with respect to deficiencies in such constructionthe Tenant Improvements, except for (a) deficiencies in the HVAC system of including, without limitation, warranties which Tenant has informed the Landlord in writing not later than three hundred sixty-five (365) days following the Commencement Date, (b) deficiencies of any other type of which Tenant has informed Landlord, in writing, not later than thirty (30) days following the Commencement Datewould reduce Lessee's maintenance obligations hereunder, and shall cooperate with Lessee to enforce such warranties. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL. FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE THE CONDITION OF THE PROPERTY AS TO THE POSSIBLE PRESENCE OF ASBESTOS, STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKERS(S) OR THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELAY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE, IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BY CONSULTED. The parties hereto have executed this Lease at the place on the dates specified above to their respective signatures. Executed at Palo Alto, CA Executed at Zomed/Mountain View, CA ----------------------------- ---------------------------- On February 13, 1995 On February 13, 1995 ----------------------------------- ---------------------------------- By: LESSOR By: LESSEE The Xxxxx Mountain View Joint Venture ZoMed International ------------------------------------- ------------------------------------ By: /s/: Xxxxx Xxxxx By: /s/: Xxxx X. Xxxxxxx ---------------------------------- --------------------------------- -32- Name Printed: Xxxxx Xxxxx Name Printed: Xxxx X. Xxxxxxx Title: Managing Joint Venturer Title: Executive Vice President Address: 0000 Xxxx Xxxxxxxxx Address: 000 X. Xxxxxxxxx Xxxxxxxxx Palo XXxx.XX 94304 Xxxxxxxx Xxxx, XX 00000 Phone: (c4l5) latent defects in the roof or structural integrity of the building constructed as part of the Landlord Work. Further000-0000 Xhone: (000) 000-0000 EXHIBIT "B" Xxxxx X. Xxxxx & Sons, with respect to any portions of the Landlord's Work for which Landlord has received a guaranty or warranty from the general contractor or subcontractor performing such workInc. General Contractors 0000 Xxxx Xxxxxxxxx Xxxx Xxxx, Tenant shall have the full benefit of such warranty or guaranty as long as Tenant gives Landlord written notice of such defect or deficiency in a timely manner so that Landlord Xxxxxxxxxx 00000 (415) 321-8432 July 13, 1994 VIDAMED 0000 Xxxxxx Xxxx Xxxxx Xxxx, XX 00000 RE: Preliminary Cost Estimate Qualifications All work is capable of making a timely claim under the guaranty or warranty in question.based on Zomed/Scionex floor plan, 1 sheet dated 7/1/94

Construction of Tenant Improvements. Landlord At Lessor's sole cost and expense, Lessor shall perform construct the work improvements (the "Landlord WorkTenant Improvements") described in EXHIBIT LW that certain letter from Xxxxx X. Xxxxx & Sons, Inc. to VidaMed Inc., dated July 13, 1994, attached hereto as Exhibit "B" and incorporated by reference herein. The Tenant Improvements shall be constructed in accordance with such attached plans and specifications, in a good and workmanlike manner, free of defects and using new materials and equipment of good quality and in compliance with all Applicable Law (including, without limitation, the Americans with Disabilities Act of 1990). The term of this Lease shall commence (the "Commencement Date") fourteen (14) days after the date Landlord shall have substantially completed the Landlord Work (that is, has completed the Landlord Work, except for normal "punch list" items) and shall have delivered to Tenant a copy of either (i) a permanent Certificate of Occupancy for the Leased Property from the appropriate building official of the City of Taunton, Massachusetts or (ii) a Temporary Certificate of Occupancy for the Leased Property from such official, provided that such Temporary Certificate of Occupancy contains no conditions which would render the Premises unusable by Tenant for the Permitted Use. In the event the Landlord's Work is not completed on or before December 31, 1997, Tenant shall have the right to terminate its obligations under this Lease by giving written notice of such termination to Landlord on or before February 1, 1998; provided, however, that (1) such dates shall be extended for a period equal to the duration of any delays in construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the control of Landlord, and (2) in the event any delays in completing the Landlord's Work are as a result of change orders or other delays caused by Tenant. The foregoing dates shall be extended day for day for each such delay caused by Tenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant-caused delays. Tenant's failure to give such notice of termination on or before February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall constitute a waiver of such termination right with the result that February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall become the Commencement Date. Thirty Within thirty (30) days after the Commencement Date, Landlord Lessee shall have the right to submit a written "punchlist" to Lessor, setting forth any defective items to be corrected. Notwithstanding anything to the contrary contained in this Lease or in the foregoing, Lessee's acceptance of the Premises or submission of a "punchlist" shall not be deemed a waiver of Lessee's right to have satisfactorily completed defects in the construction of Tenant Improvements or the Landlord WorkPremises repaired at Lessor's sole expense. Lessee shall give notice to Lessor whenever any such defect becomes reasonably apparent, and Tenant Lessor shall be deemed repair such defect as soon as practicable. Lessor also hereby assigns to have waived Lessee all rights and remedies warranties with respect to deficiencies the Tenant Improvements, including, without limitation, warranties which would reduce Lessee's maintenance obligations hereunder, and shall cooperate with Lessee to enforce such warranties. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL. FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE THE CONDITION OF THE PROPERTY AS TO THE POSSIBLE PRESENCE OF ASBESTOS, STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKERS(S) OR THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELAY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE, IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BY CONSULTED. The parties hereto have executed this Lease at the place on the dates specified above to their respective signatures. Executed at_________________________ Executed at__________________________ On__________________________________ On___________________________________ By: LESSOR By: LESSEE The Xxxxx Mountain View Joint Venture ZoMed International ------------------------------------- ------------------------------------- By:_________________________________ By:__________________________________ Name Printed: Xxxxx Xxxxx Name Printed: Xxxx X. Xxxxxxx ---------------------- ----------------------- Title: Managing Joint Venturer Title: Executive Vice President ----------------------------- ------------------------------ Address: 0000 Xxxx Xxxxxxxxx Address: 000 X. Xxxxxxxxx Xxxxxxxxx --------------------------- ---------------------------- Xxxx Xxxx, XX 00000 Xxxxxxxx Xxxx, XX 00000 --------------------------- ---------------------------- Phone: (000) 000-0000 Phone: (000) 000-0000 --------------------------- ---------------------------- -41- EXHIBIT A --------- VidaMed, Inc., Scionex Corporation and ZoMed International do not use hazardous materials as of the signing of the attached lease. XXXX MEDICAL SYSTEMS, INC. June 22, 1999 Xxxx Xxxxxxxx Cohesive Technology Solutions, Inc. 000 X. Xxxxxxxxx Xxxx. Xxxxx X Xxxxxxxx Xxxx, XX 00000 Subject: Extension of sublease of 000 Xxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxx, XX 00000 Dear Alex, This letter shall serve as the formal agreement to extend the sublease between XXXX Medical Systems, Inc. ("Sublessor") and Computer LANscapes, Inc. (now Cohesive Technology Solutions, Inc.) ("Sublessee"), said sublease dated 13 January 1997. Reference is made, also, to Addendum One dated as of 13 January 1997 and Addendum Number Two, dated 19 February 1999. The standard sublease agreement as amended by Addendum One and Addendum Two and further described in such construction, except for (a) deficiencies this letter shall be referred to as the "Sublease Agreement". All capitalized terms are defined in the HVAC system of which Tenant has informed the Landlord in writing not later than three hundred sixty-five (365) days following the Commencement Date, (b) deficiencies of any other type of which Tenant has informed Landlord, in writing, not later than thirty (30) days following the Commencement Date, and (c) latent defects in the roof or structural integrity of the building constructed as part of the Landlord Work. Further, with respect to any portions of the Landlord's Work for which Landlord has received a guaranty or warranty from the general contractor or subcontractor performing such work, Tenant shall have the full benefit of such warranty or guaranty as long as Tenant gives Landlord written notice of such defect or deficiency in a timely manner so that Landlord is capable of making a timely claim under the guaranty or warranty in questionsublease.

Construction of Tenant Improvements. Section 2.02 of the Lease is hereby amended by incorporating the following: "Tenant hereby acknowledges that the leasehold improvements to the Third Additional Space designated as Landlord's obligation in Exhibit B-8 have been completed in a satisfactory manner. In addition, Tenant has personally inspected the Fourth Additional Space and accepts the same "AS IS" without representation or warranty by Landlord of any kind. Promptly following December 1, 2013, Tenant shall perform execute Landlord's Letter of Understanding in substantially the work form attached hereto as Exhibit D-2 and made a part hereof, acknowledging (a) the "Landlord Work"Fourth Additional Space commencement date, and (b) that Tenant has accepted the Fourth Additional Space. Such letter of understanding shall become a part of this Lease. If Tenant takes possession of and occupies the Fourth Additional Space, Tenant shall be deemed to have accepted the Fourth Additional Space in the manner described in EXHIBIT LW attached hereto in a good and workmanlike mannerthis paragraph, even though the letter of understanding provided for herein may not have been executed by Tenant. The term of this Lease shall commence (the "Commencement Date") fourteen (14) days after the date Landlord shall have substantially completed the Landlord Work (that is, has completed the Landlord Work, except for normal "punch list" items) and shall have delivered to Tenant a copy of either (i) a permanent Certificate of Occupancy for the Leased Property from the appropriate building official of the City of Taunton, Massachusetts or (ii) a Temporary Certificate of Occupancy for the Leased Property from such official, provided that such Temporary Certificate of Occupancy contains no conditions which would render the Premises unusable by Tenant for the Permitted Use. In the event the Landlord's Work is not completed on or before December 31, 1997, Tenant shall have the right to terminate its obligations under enter the Fourth Additional Space on July 1, 2013 in order to install fixtures, furniture, audio visual equipment, computers, cabling, kitchen equipment and art work and otherwise prepare the Fourth Additional Space for occupancy, which right shall expressly exclude making any structural modifications. During any entry prior to December 1, 2013 (a) Tenant shall comply with all terms and conditions of this Lease by giving written notice of such termination other than the obligation to Landlord on or before February 1, 1998; provided, however, that (1) such dates shall be extended for a period equal to the duration of any delays in construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the control of Landlord, and (2) in the event any delays in completing the Landlord's Work are as a result of change orders or other delays caused by Tenant. The foregoing dates shall be extended day for day for each such delay caused by Tenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant-caused delays. Tenant's failure to give such notice of termination on or before February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall constitute a waiver of such termination right with the result that February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall become the Commencement Date. Thirty (30) days after the Commencement Date, Landlord shall be deemed to have satisfactorily completed the construction of the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies pay rent with respect to deficiencies in such construction, except for (a) deficiencies in the HVAC system of which Tenant has informed the Landlord in writing not later than three hundred sixty-five (365) days following the Commencement DateFourth Additional Space, (b) deficiencies Tenant shall cause its personnel and contractors to comply with the terms and conditions of any other type Landlord's rules of conduct (which Landlord agrees to furnish to Tenant has informed Landlord, in writing, not later than thirty (30) days following the Commencement Dateupon request), and (c) latent defects Tenant shall not begin operation of its business in the roof or structural integrity of the building constructed as part of the Landlord Work. Further, with respect Fourth Additional Space.Tenant acknowledges that Tenant shall be responsible for obtaining all applicable permits and inspections relating to any portions of the Landlord's Work for which Landlord has received a guaranty or warranty from the general contractor or subcontractor performing such work, Tenant shall have the full benefit of such warranty or guaranty as long as Tenant gives Landlord written notice of such defect or deficiency in a timely manner so that Landlord is capable of making a timely claim under the guaranty or warranty in questionentry by Tenant."

Construction of Tenant Improvements. Tenant shall construct but Landlord shall perform will own (and to the work extent set forth in this Section 7.1 will pay for) certain improvements (the "Landlord WorkTenant improvements") described in EXHIBIT LW attached hereto in a good and workmanlike mannerthe Premises. The term Tenant improvements for the Premises shall be designed and completed in accordance with this Article 7 and Article 31 below, the cost to Landlord of this Lease which shall commence not exceed One Hundred Nine Thousand One Hundred Forty-Three and 75/100 Dollars ($109,143.75) (i.e., $6.25 per rentable square foot of the Premises) ("Commencement DateT.I. Allowance"). In addition, an amount not to exceed Fifty-Two Thousand Three Hundred Eighty-Nine Dollars ($52,389) fourteen (14i.e., $3.00 per rentable square foot of the Premises) days after shall be contributed by Landlord, at Tenant's request, for construction of the date Landlord shall have substantially completed the Landlord Work (that is, has completed the Landlord Work, except for normal "punch list" items) Tenant Improvements and shall have delivered to Tenant a copy of either (i) a permanent Certificate of Occupancy for the Leased Property from the appropriate building official be considered part of the City of Taunton, Massachusetts or (ii) a Temporary Certificate of Occupancy for the Leased Property from such official, provided that such Temporary Certificate of Occupancy contains no conditions which would render the Premises unusable by Tenant for the Permitted Use. In the event the Landlord's Work is not completed on or before December 31, 1997, Tenant shall have the right to terminate its obligations under this Lease by giving written notice of such termination to Landlord on or before February 1, 1998T.I. Allowance; provided, howeverthat any such additional amounts contributed will be repaid by Tenant, that (1) such dates plus 11% interest per annum, in equal monthly installments amortized over the Initial Term of the Lease. Such additional payments will be made at the same time and in the same manner as Rent. Any costs to construct the Tenant Improvements in excess of the T.I. Allowance shall be extended paid for a period equal to the duration of any delays in construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the control of Landlord, and (2) in the event any delays in completing the Landlord's Work are as a result of change orders or other delays caused by Tenant. The foregoing dates Tenant Improvements shall be extended day for day for each such delay caused by Tenant or longer if appropriate to compensate for additional delays which were encountered on account consist of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant-caused delays. Tenant's failure to give such notice of termination on or before February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall constitute a waiver of such termination right with the result that February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall become the Commencement Date. Thirty (30) days after the Commencement Date, Landlord shall be deemed to have satisfactorily completed the construction of the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies with respect to deficiencies in such construction, except for (a) deficiencies interior improvements constructed in the HVAC system of Premises which Tenant has informed the Landlord in writing are not later than three hundred sixty-five (365) days following the Commencement Date, (b) deficiencies of any other type of which Tenant has informed Landlord, in writing, not later than thirty (30) days following the Commencement Date, and (c) latent defects in the roof or structural integrity of the building constructed as part of the Building's structure or shell and shall include by way of illustration, floor coverings, interior partitions, doors, ceilings, lighting fixtures, wall coverings, electrical and telephone outlets. The Tenant Improvements shall be constructed in accordance with plans and specifications prepared by Tenant's architect and approved by both Landlord Workand Tenant. Further, with respect to any portions The T.I. Allowance shall be available towards the costs of the Landlordactual, incurred costs of the Tenant Improvements, including the cost of all labor and materials for the construction and installation of the Tenant Improvements; the cost of all permits, licenses, and fees; all amounts paid to Tenant's Work contractors under and pursuant to contracts for which Landlord has received a guaranty or warranty from the general contractor or subcontractor performing such workconstruction and installation of the Tenant Improvements; all architectural, Tenant shall have engineering, space planning, and other consultant's fees; all amounts paid for mechanical drawings, plans, specifications, shop drawings, designs, and layouts; and reasonable incidental costs related to the full benefit of such warranty or guaranty as long as Tenant gives Landlord written notice of such defect or deficiency in a timely manner so that Landlord is capable of making a timely claim under the guaranty or warranty in questionforegoing.

Construction of Tenant Improvements. (a) Except as otherwise set forth herein, Landlord shall perform have no responsibility with respect to delivery of the work Leased Premises except to (the "Landlord Work"i) described construct at Landlord's sole cost and expense (except as agreed to by Tenant in EXHIBIT LW attached hereto any Change Order Memorandum of Agreement (as hereinafter defined)) in a good and workmanlike manner. The term of this Lease shall commence manner the Tenant Improvements in the Space Plan attached hereto as Exhibit B (the "Commencement DateTenant Improvements") fourteen free of defects and using materials and equipment of good quality, and in accordance with all applicable laws and the Scope of Work and preliminary plans dated October 15, 2002, incorporated herein as Exhibit B-1 (14"Scope of Work"), and with the approved Plans and Specifications (as defined below) days after as prepared by Alliance Architecture, subject to events and delays due to causes beyond its reasonable control, (ii) deliver the date Leased Premises in good, vacant, broom clean condition, with all building systems in good working order and in compliance with all laws and (ii) obtain any and all approvals and permits from the appropriate governmental authorities required for the legal occupancy of the Leased Premises and the construction of the Tenant Improvements in accordance with applicable law. Notwithstanding anything herein to the contrary, Tenant's acceptance of the Leased Premises or submission to Landlord shall have substantially completed the Landlord Work (that is, has completed the Landlord Work, except for normal of a written "punch list" items) and shall have delivered to Tenant a copy of either (i) a permanent Certificate of Occupancy for the Leased Property from the appropriate building official of the City of Taunton, Massachusetts or (ii) a Temporary Certificate of Occupancy for the Leased Property from such official, provided that such Temporary Certificate of Occupancy contains no conditions which would render the Premises unusable by Tenant for the Permitted Use. In the event the Landlord's Work is not completed on or before December 31, 1997, Tenant shall have the right to terminate its obligations under this Lease by giving written notice of such termination to Landlord on or before February 1, 1998; provided, however, that (1) such dates shall be extended for a period equal to the duration of any delays in construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the control of Landlord, and (2) in the event any delays in completing the Landlord's Work are as a result of change orders or other delays caused by Tenant. The foregoing dates shall be extended day for day for each such delay caused by Tenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant-caused delays. Tenant's failure to give such notice of termination on or before February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall constitute deemed a waiver of such termination Tenant's right with to have defects in the result that February 1, 1998 (Tenant Improvements or such later date as extended pursuant the Leased Premises repaired at no cost to (1) or (2) above) shall become Tenant within one year from the Commencement Date. Thirty (30) days after At anytime within one year from the Commencement Date, Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall repair such defect as soon as practicable. On or before October 28, 2002, (i) Landlord shall prepare and submit to Tenant a set of plans and specifications and/or construction drawings (the "Plans and Specifications") covering all work to be deemed to have satisfactorily completed performed by Landlord in constructing and installing the Tenant Improvements, which shall be based on and be consistent with the Space Plan and Scope of Work attached hereto as Exhibit B-1 and (ii) Landlord shall provide Tenant with a xxxx chart detailing the daily construction schedule for the construction of the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies with respect to deficiencies in such construction, except for (a) deficiencies in the HVAC system of which Tenant has informed the Landlord in writing not later than three hundred sixty-five (365) days following the Commencement Date, (b) deficiencies of any other type of which Tenant has informed Landlord, in writing, not later than thirty (30) days following the Commencement Date, and (c) latent defects in the roof or structural integrity of the building constructed as part of the Landlord WorkImprovements. Further, with respect to any portions of the Landlord's Work for which Landlord has received a guaranty or warranty from the general contractor or subcontractor performing such work, Tenant shall have five (5) business days after receipt of the full benefit of such warranty or guaranty as long as Tenant gives Landlord written notice of such defect or deficiency Plans and Specifications in a timely manner so that Landlord is capable of making a timely claim under which to review the guaranty or warranty in question.Plans and

Construction of Tenant Improvements. Section 2.02 of the Lease is hereby amended by incorporating the following: "Commencing December 1, 2018, Landlord shall perform the work hereby agrees to provide Tenant with an allowance in an amount equal to Twenty Seven Thousand One Hundred Ninety Two and 00/100 Dollars (the $27,192.00) ("Landlord WorkFirst Additional Space Allowance") described for tenant's use in EXHIBIT LW attached hereto constructing mutually agreed upon tenant improvements in a good the First Additional Space which shall be performed in accordance with Section 7.03 of the Lease. Any portion of the First Additional Space Allowance not utilized on or before November 30, 2019 shall be forfeited. Landlord hereby agrees that Tenant shall have access to the Woolpert Space and workmanlike mannerto the First Additional Space on September 1, 2018 for constructing the tenant improvements and otherwise prepare the Woolpert Space and the First Additional Space for occupancy. The term During such entry (a) Tenant shall comply with all terms and conditions of this Lease other than the obligation to pay rent, and (b) Tenant shall commence cause its personnel and contractors to comply with the terms and conditions of Landlord's rules of conduct (the which Landlord agrees to furnish to Tenant upon request). Commencing December 3, 2020, Landlord hereby agrees to provide Tenant with an allowance in an amount equal to Seven Thousand Nine Hundred Twelve and 00/100 Dollars ($7,912.00) ("Commencement DateSecond Additional Space Allowance") fourteen (14) days after for tenant's use in constructing mutually agreed upon tenant improvements in the date Landlord Second Additional Space which shall have substantially completed the Landlord Work (that is, has completed the Landlord Work, except for normal "punch list" items) and shall have delivered to Tenant a copy of either (i) a permanent Certificate of Occupancy for the Leased Property from the appropriate building official be performed in accordance with Section 7.03 of the City Lease. Any portion of Taunton, Massachusetts or (ii) a Temporary Certificate of Occupancy for the Leased Property from such official, provided that such Temporary Certificate of Occupancy contains no conditions which would render the Premises unusable by Tenant for the Permitted Use. In the event the Landlord's Work is Second Additional Space Allowance not completed utilized on or before December 312, 19972021 shall be forfeited. In addition, commencing July 1, 2025, Landlord hereby agrees to provide Tenant shall have with an allowance in an amount equal to Three Hundred Three Thousand Nine Hundred and 00/100 Dollars ($303,900.00) ("Landlord's Allowance") to be used towards mutually agreed upon tenant improvements in the right to terminate its obligations under this Lease by giving written notice Leased Premises. Any portion of such termination to Landlord Landlord's Allowance not utilized on or before February 1June 30, 1998; provided, however, that (1) such dates 2026 shall be extended for a period equal to the duration of any delays in construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the control of Landlord, and (2) in the event any delays in completing the Landlord's Work are as a result of change orders or other delays caused by Tenant. The foregoing dates shall be extended day for day for each such delay caused by Tenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant-caused delays. Tenant's failure to give such notice of termination on or before February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall constitute a waiver of such termination right with the result that February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall become the Commencement Date. Thirty (30) days after the Commencement Date, Landlord shall be deemed to have satisfactorily completed the construction of the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies with respect to deficiencies in such construction, except for (a) deficiencies in the HVAC system of which Tenant has informed the Landlord in writing not later than three hundred sixty-five (365) days following the Commencement Date, (b) deficiencies of any other type of which Tenant has informed Landlord, in writing, not later than thirty (30) days following the Commencement Date, and (c) latent defects in the roof or structural integrity of the building constructed as part of the Landlord Work. Further, with respect to any portions of the Landlord's Work for which Landlord has received a guaranty or warranty from the general contractor or subcontractor performing such work, Tenant shall have the full benefit of such warranty or guaranty as long as Tenant gives Landlord written notice of such defect or deficiency in a timely manner so that Landlord is capable of making a timely claim under the guaranty or warranty in questionforfeited."

Construction of Tenant Improvements. Section 2.02 of the Lease is hereby amended by adding the following language to the end of the section: “Notwithstanding the foregoing, with respect to the Additional Space, the following shall apply: Tenant has personally inspected the Additional Space and accepts the same “AS IS” without representation or warranty by Landlord of any kind. Tenant may make tenant finish improvements and equipment installations in the Additional Space (collectively, the “Additional Space Improvements”). The Additional Space Improvements shall comply with the provisions of Section 7.03 of the Lease. Landlord agrees to reimburse Tenant in an amount not to exceed Twelve Thousand Three Hundred Seventy-five Dollars ($12,375.00) (the “Additional Space Allowance”) for the costs incurred by Tenant for the Additional Space Improvements. Landlord shall perform pay the work Additional Space Allowance to Tenant within thirty (the "Landlord Work") described in EXHIBIT LW attached hereto in a good and workmanlike manner. The term of this Lease shall commence (the "Commencement Date") fourteen (1430) days after receipt of paid invoices from Tenant (all such paid invoices shall be submitted to Landlord on or before the date which is six (6) months immediately after the Improvement Completion Date [as defined below]) and Landlord’s inspection of the completed work, if applicable, to the Additional Space. All plans and specifications for the Additional Space Improvements to be made by Tenant shall be subject to Landlord’s reasonable approval (which approval shall not be unreasonably withheld or delayed). Landlord, or its affiliate, shall be permitted to bid on the construction of the Additional Space Improvements. Tenant shall consider Landlord’s bid in good faith and in the event that another contractor’s bid is lower than the bid submitted by Landlord or one of its affiliates, Landlord or its affiliate shall have substantially completed the right to revise its bid to match the other contractor’s bid by providing Tenant with written notice of its desire to match the bid, which notice shall contain a revised written bid containing the matching offer, within five (5) business days of notification by Tenant that the other contractor’s bid was lower than the bid of Landlord Work or its affiliate (that is, has completed the Landlord Work, except for normal "punch list" items“Notice”) and shall have delivered Landlord’s bid, if revised to match the other contractor’s bid within the 5-day period after receipt of Notice and given to Tenant in writing in the manner described in this sentence, shall be accepted by Tenant. In the event that a copy contractor other than Landlord or one of its affiliates performs the Additional Space Improvements, Tenant shall pay Landlord a fee for its supervision of the project equal to five percent (5%) of the cost of the Additional Space Improvements (the “Fee”). Tenant shall be responsible for all costs of the Additional Space Improvements in excess of the Additional Space Allowance. At Landlord’s option, the Fee shall either be (i) a permanent Certificate of Occupancy for applied against the Leased Property from the appropriate building official of the City of TauntonAdditional Space Allowance, Massachusetts or (ii) billed to Tenant after substantial completion of the Additional Space Improvements (in which event Tenant shall pay the Fee to Landlord within thirty (30) days following Landlord’s delivery of an invoice to Tenant). If a Temporary Certificate contractor other than Landlord or one of Occupancy for its affiliates is selected to construct the Leased Property from such officialAdditional Space Improvements, provided that such Temporary Certificate Tenant and its personnel and the contractor, its subcontractors and their respective personnel shall have the right to enter the Additional Space in order to install the Additional Space Improvements. If and to the extent permitted by applicable laws, rules and ordinances and after the execution of Occupancy contains no conditions which would render this Amendment by the Premises unusable by Tenant for the Permitted Use. In the event the Landlord's Work is not completed on or before December 31, 1997parties, Tenant shall have the right to terminate its obligations under this Lease by giving written notice of enter the Additional Space in order to install fixtures (such termination to Landlord on or before February 1as racking) and otherwise prepare the Additional Space for occupancy, 1998; provided, however, that (1) such dates which right shall be extended for a period equal expressly exclude making any structural modifications. During any entry prior to the duration Additional Space Commencement Date (a) Tenant shall comply with all terms and conditions of any delays in construction caused by strikes, shortages or materials, acts of God or the Lease other matters not reasonably within than the control of Landlordobligation to pay rent on the Additional Space, and (2b) in Tenant shall not interfere with Landlord’s completion of the event Additional Space Improvements. Tenant acknowledges that Tenant shall be responsible for obtaining all applicable permits and inspections relating to any delays in completing the Landlord's Work are as a result of change orders or other delays caused such entry by Tenant. The foregoing dates Tenant shall be extended day for day for each such delay caused by Tenant or longer if appropriate cause its personnel and the personnel of the contractors and subcontractors to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant-caused delays. Tenant's failure to give such notice of termination on or before February 1, 1998 (or such later date as extended pursuant to (1) or (2) above) shall constitute a waiver of such termination right comply with the result that February 1, 1998 terms and conditions of Landlord’s rules of conduct (or such later date as extended pursuant which Landlord agrees to (1) or (2) above) shall become the Commencement Date. Thirty (30) days after the Commencement Date, Landlord shall be deemed furnish to have satisfactorily completed the construction of the Landlord WorkTenant upon request), and Tenant shall be deemed to have waived all rights and remedies with respect to deficiencies in such construction, except for (a) deficiencies not begin operation of its business in the HVAC system Additional Space unless and until Tenant delivers to Landlord an original certificate of occupancy, if applicable, for the Additional Space. Tenant acknowledges that Tenant shall be responsible for obtaining all applicable permits and inspections relating to Tenant’s occupancy of the Additional Space. If Landlord or one of its affiliates is selected to construct the Additional Space Improvements, Landlord or its affiliate shall receive reasonable and competitive compensation for its services, but shall in no event be entitled to receive any amounts in excess of the amount set forth in the bid accepted by Tenant unless the variance is in compliance with the definitive agreement between the parties related to the Additional Space Improvements, which fee(s) shall be applied against the Additional Space Allowance. Any costs of said work performed by Landlord or its affiliates in excess of the Additional Space Allowance shall be borne by Tenant has informed the and reimbursed to Landlord in writing not later than three hundred sixty-five (365) days following the Commencement Date, (b) deficiencies of any other type of which Tenant has informed or paid to Landlord, in writing, not later than ’s designee within thirty (30) days following of receipt of an itemized statement therefor. Landlord and Tenant shall in good faith cooperate to cause the Commencement Date, Additional Space Improvements to be completed at the earliest reasonably practical date. Tenant shall be entitled to the Additional Space Allowance only if the Additional Space Improvements are substantially complete on or before the Improvement Completion Date and (c) latent defects in the roof or structural integrity Tenant submits paid invoices to Landlord seeking reimbursement of the building constructed as part of Additional Space Allowance on or before the Landlord Workdate which is three (3) months immediately after February 29, 2008 (the “Improvement Completion Date”). Further, with respect The foregoing limitation on Tenant’s right to any portions of receive the Landlord's Work for which Landlord has received a guaranty or warranty Additional Space Allowance shall not apply if the failure to substantially complete the Additional Space Improvements by the Improvement Completion Date arises from the general contractor negligence or subcontractor performing such work, Tenant shall have the full benefit willful misconduct of such warranty Landlord or guaranty as long as Tenant gives Landlord written notice of such defect or deficiency in a timely manner so that Landlord is capable of making a timely claim under the guaranty or warranty in questionits affiliates.”

Construction of Tenant Improvements. Tenant shall construct but ----------------------------------- Landlord shall perform will own (and to the work extent set forth in this Section 7.1 will pay for) certain improvements (the "Landlord WorkTenant Improvements") described in EXHIBIT LW attached hereto in a good and workmanlike mannerthe Premises. The term of this Lease shall commence (the "Commencement Date") fourteen (14) days after the date Landlord shall have substantially completed the Landlord Work (that is, has completed the Landlord Work, except for normal "punch list" items) and shall have delivered to Tenant a copy of either (i) a permanent Certificate of Occupancy Improvements for the Leased Property from Premises shall be designed and completed in accordance with this Article 7 and Article 31 below, the appropriate building official cost to Landlord of which shall not exceed Four Hundred Three Thousand Six Hundred Dollars ($403,600) (i.e., $20 per rentable square foot of the City Premises) ("T.I. Allowance"). As part of Taunton, Massachusetts or (ii) a Temporary Certificate of Occupancy for the Leased Property from such official, provided that such Temporary Certificate of Occupancy contains no conditions which would render the Premises unusable by Tenant for the Permitted Use. In the event the Landlord's Work is not completed on or before December 31, 1997Improvements, Tenant shall have use the right T.I. Allowance to terminate its obligations under this Lease pay for twenty-five percent (25%) of the costs of the initial upgrade by giving written notice Landlord of the Building's electrical power system, such termination to Landlord on or before February 1, 1998; providedthat the Premises will be served with 1400 amps of 277/480V 3 phase power in accordance with Section 19.1 below, however, that in no case shall such amount paid by Tenant exceed Fifty-five Thousand Dollars (1$55,000). Any costs to construct the Tenant Improvements (including any demolition of current improvements) such dates in excess of the T.I. Allowance shall be extended paid for a period equal to the duration of any delays in construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the control of Landlord, and (2) in the event any delays in completing the Landlord's Work are as a result of change orders or other delays caused by Tenant. The foregoing dates Tenant Improvements shall consist of all interior demolition and improvements constructed in the Premises which are not part of the Building's structure or shell and shall include by way of illustration, floor coverings, interior partitions, doors, ceilings, lighting fixtures, wall coverings, electrical and telephone outlets. The Tenant Improvements shall be extended day for day for each such delay caused constructed in accordance with plans and specifications prepared by Tenant's architect and approved by both Landlord and Tenant or longer if appropriate pursuant to compensate for additional delays which were encountered on account Article 31 of items enumerated in (1) above that would not this Lease. Except as otherwise have been encountered but provided herein, the T.I. Allowance shall be available towards the costs of the actual, incurred costs of the Tenant Improvements, including the cost of all labor and materials for the Tenant-caused delays. construction and installation of the Tenant Improvements; the cost of demolition work; the cost of all permits, licenses, and fees; all amounts paid to Tenant's failure contractors under and pursuant to give such notice contracts for the construction and installation of termination the Tenant Improvements; all architectural, engineering, space planning, and other consultant's fees; all amounts paid for mechanical drawings, plans, specifications, shop drawings, designs, and layouts; and reasonable incidental costs related to the foregoing. The foregoing notwithstanding, Landlord shall cause to be constructed, at Landlord's cost, a demising wall for the Premises as shown on Exhibit A attached hereto (the "Demising Wall"), on or before February 1October 15, 1998 (or such later date as extended pursuant to (1) or (2) above) shall constitute a waiver of such termination right with the result 1999. Tenant acknowledges that February 1Landlord has already provided, 1998 (or such later date as extended pursuant to (1) or (2) above) shall become the Commencement Date. Thirty (30) days after the Commencement Date, Landlord shall be deemed to have satisfactorily completed the construction of the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies with respect to deficiencies in such construction, except for (a) deficiencies in the HVAC system of which Tenant has informed the Landlord in writing not later than three hundred sixty-five (365) days following the Commencement Date, (b) deficiencies of any other type of which Tenant has informed Landlord, in writing, not later than thirty (30) days following the Commencement Date, and (c) latent defects in the roof or structural integrity of the building constructed as part of the Landlord Work. Further, with respect to any portions of the at Landlord's Work cost, a primary lobby and entry door for which Landlord has received a guaranty or warranty from the general contractor or subcontractor performing such work, Tenant shall have the full benefit of such warranty or guaranty as long as Tenant gives Landlord written notice of such defect or deficiency in a timely manner so that Landlord is capable of making a timely claim under the guaranty or warranty in questionPremises.