Common use of Substantial Completion Clause in Contracts

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

Substantial Completion. For purposes of this Lease, “Substantial Completion Completion” of the Musteach Sub-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements Phase shall be deemed “Substantially Complete”) upon: (i) to have occurred upon the completion of construction of the Mustrelevant Landlord’s Work and Seismic Work related to such Sub-Take Space Phase and the Tenant Improvements pursuant for such Sub-Phase, as evidenced by a Certificate of Substantial Completion executed by Architect, and receipt of final signed-off “job cards” or “inspection cards” from the City of Oakland covering such Sub-Phase subject only to the Must-Take Space Approved Working Drawings, with the exception correction or completion of (A) any punch list items (“Punchlist Items”), which items may include items of missing, incomplete or defective work or materials or mechanical maladjustments that are of such a nature that they do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely material interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting ▇▇’s occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Premises. Prior to Substantial Completion” certifying that , Landlord and Tenant shall mutually inspect the MustPremises included in each Sub-Take Space Tenant Improvements have been substantially completed in accordance with the MustPhase and perform a walk-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion through of the Mustapplicable Sub-Take Space Tenant Improvements, Landlord’s Phase to draw up a list of the Punchlist Items (which Punchlist Items shall be accepted in writing by Landlord and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items). Landlord shall cause the Must-Take Space Contractor use commercially reasonable efforts to diligently complete the punch-list items set forth on such list as soon as reasonably possible Punchlist Items within thirty (30) days thereafter; provided, however, such time period may be extended to a period of ninety (90) days for Punchlist Items that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Datecannot be commercially reasonably completed with diligence within thirty (30) days. Landlord shallshall cooperate with Tenant to allow Tenant access to the Sub-Phase so being delivered immediately prior to Substantial Completion to enable Tenant to commence certain operational readiness activities, such as lighting network, testing connections, installing furniture, fixtures, equipment, when reasonably practicable; so long as such entry does not interfere with Landlord’s work in the Premises or in the Building; provided, however, (a) the provisions of the Lease, other than with respect to the payment of Base Rent or Additional Rent, shall apply during such early entry, including, but not limited to, the provisions relating to Tenant’s indemnification of Landlord, (b) prior to any such entry, Tenant shall provide evidence of the insurance to be under no obligation to repair any damage caused provided by Tenant in connection with pursuant to the Lease, and (c) Tenant’s move into early access and activities shall not be permitted to interfere with the Must-Take Spaceschedule for, or undertaking of, any work being performed by Landlord in the exercise by Premises and in the Building and Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenantcoordinate with Landlord and Landlord’s costcontractor(s) to ensure that no such interference occurs.

Substantial Completion. For purposes 12.1.1 When the Builder believes that the Work is Substantially Complete, it shall notify the Owner and the Professional that the Work is ready for a Substantial Completion inspection. The Builder shall endeavor to give the Owner and the Professional notice two (2) weeks prior to the predicted Substantial Completion inspection date(s). 12.1.2 Upon receipt of this Leasenotification from the Builder, the Professional will coordinate with the Owner and the Builder date(s) for inspection(s) of the Work to determine whether the Work is Substantially Complete. 12.1.3 Prior to such inspections, the Builder shall develop a comprehensive list of known discrepancies, deficiencies, or incomplete Work (i.e., the “punchlist”). 12.1.4 At inspection(s) to determine whether the Work is Substantially Complete, the Professional, the Commissioning consultant(s), the Owner, and other governing or concerned entities will: (i) inspect the Work; (ii) create or append punchlists; (iii) review the overall status of the Work and any outstanding or deficient issues; and (iv) determine whether Substantial Completion of the Must-Take Space Tenant Improvements” Work has occurred. 12.1.5 If the Work is determined not to be Substantially Complete, the Work shall occur (be prosecuted until the Work is Substantially Complete and the Must-Take Space Tenant Improvements inspection process shall be deemed “repeated at no additional cost to the Owner until the Work is determined to be Substantially Complete”) upon: (i) the completion of construction . Builder will be responsible for costs of the Must-Take Space Tenant Improvements pursuant Owner’s consultants associated with premature or failed inspections. 12.1.6 On or prior to the Must-Take Space Approved Working Drawingsrequired date of Substantial Completion, with the exception of (A) any punch list Builder shall deliver to Owner reports, extra materials, and other necessary documents and items that do not materially for the Owner’s occupancy and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially Work for its intended purpose. These documents and adversely interfere with items are enumerated on the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and Owner’s website (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇). The Professional will review such documentation and items, and will inform the Owner and the Builder of any deficiencies. 12.1.7 When the Owner, the Builder, and the Professional agree that the Work has passed Substantial Completion inspection(s) permitting occupancy of and the Must-Take Space; Builder has produced the required Substantial Completion documentation and (iii) items, they shall each sign the issuance by the Must-Take Space Architect of a “Owner’s standard Certificate of Substantial Completion form, declaring the Work Substantially Complete and establishing the actual date of Substantial Completion” certifying that . The Certificate of Substantial Completion shall also be accompanied by a final, consolidated punchlist. 12.1.8 If the MustWork is commissioned through the services of a Commissioning consultant, such Commissioning – including functional performance tests – shall be completed as a pre-Take Space Tenant Improvements have been substantially completed requisite to the Work being declared Substantially Complete, provided Builder shall not be responsible for delays in accordance Commissioning not the fault of Builder. 12.1.9 The Builder shall provide the Owner with the Mustoperation and maintenance documents not less than forty-Take Space Approved Working Drawings. Within five (545) calendar days after prior to the required date of Substantial Completion to allow adequate time for review, correction, and training of the Must-Take Space Tenant Improvements, LandlordOwner’s personnel prior to Commissioning and Tenantthe Owner’s respective representatives shall inspect the Must-Take Space and identify the punch-list items occupancy of the Must-Take Space Tenant Improvements Project. 12.1.10 The Builder shall meet with the Owner’s personnel prior to the required date of Substantial Completion to familiarize and jointly prepare a written list train them with respect to maintenance and use of such punch-list itemsthe Project. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which All training sessions shall be repaired by Tenant at Tenant’s costrecorded (audio and visual), with copies provided to the Owner. 12.1.11 The date of Substantial Completion shall fix the commencement date of warranties and guaranties and allocate between the Owner and the Builder responsibility for security, utilities, damage to the Work, and insurance.

Substantial Completion. For purposes Landlord shall diligently proceed with the construction of this LeaseLandlord's Work and shall, “subject to Force Majeure events and Tenant Delay, use commercially reasonable efforts to achieve Substantial Completion thereof on or before the Target Lease Commencement Date. (i) Subject to Force Majeure events and Tenant Delay, if Landlord fails to achieve Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant Landlord's Work on or prior to the Mustdate that is forty-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (545) days after the Target Lease Commencement Date (the "Rent Abatement Commencement Date"), Tenant's obligation to pay Rent for the Premises shall be abated one (1) day for each day after the Rent Abatement Commencement Date through the thirtieth (30th) day thereafter and then increase to two (2) days of rent abatement for each day after the 30th day from the Rent Abatement Commencement Date until Landlord achieves Substantial Completion. Tenant shall have the right to inspect Landlord's Work to confirm completion pursuant to the approved plans so long as (i) Tenant provides Landlord with reasonable prior notice of such inspection, and (ii) such inspections do not interfere with the performance of Landlord's Work. (ii) Subject to Force Majeure events and Tenant Delay, if Landlord does not achieve Substantial Completion on or prior to the date that is one hundred fifty (150) days after the Target Lease Commencement Date (the "Outside Completion Date"), Tenant may terminate this Lease by delivering written notice to Landlord (the "Termination Notice") within fifteen (15) days following the expiration of the Outside Completion Date and prior to the date upon which Landlord achieves Substantial Completion. Such termination shall be effective as of the date of Tenant's termination notice, subject to the remainder of this Section 5.01(d)(ii). If Tenant fails to timely give the Termination Notice, Tenant shall be deemed to have waived its right to terminate this Lease, time being of the essence with respect thereto. Notwithstanding the foregoing, if upon the receipt of the Termination Notice, Landlord reasonably believes it can achieve Substantial Completion of Landlord's Work within forty-five (45) days following the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list receipt of such punchTermination Notice, Landlord may, in its sole discretion, elect to proceed with such work and, provided Landlord achieves Substantial Completion within such 45-list items. Landlord shall cause the Must-Take Space Contractor day period, Tenant's election to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which terminate shall be repaired by Tenant at Tenant’s costnull and void.

Substantial Completion. For purposes (A) Subject to any prevention, delay or stoppage due to Landlord’s Force Majeure (as hereinafter defined) or attributable to any Tenant Delays, Landlord shall use reasonable speed and diligence in the construction of this the Landlord’s Work so as to have the same Substantially Completed (as hereinafter defined) on or before the Estimated Commencement Date as set forth in Section 1.2 of the Lease, “but Tenant shall have no claim against Landlord for failure to complete construction of the Landlord’s Work except as expressly set forth in Section 1.4 below. Notwithstanding the foregoing, it is understood and agreed that, subject to any prevention, delay or stoppage due to Landlord’s Force Majeure or attributable to any Tenant Delays, Landlord shall complete certain components of the Tenant Improvement Work in accordance with the following schedule so that Tenant may commence construction of its dry rooms located on the first (1st) and second (2nd) floors of the Building substantially as shown on Exhibit B-6 attached hereto (it being understood and agreed that the exact dimensions of said dry rooms will not be finalized until the Interim Plans have been prepared) prior to Substantial Completion of the Must-Take Space Landlord Work: 1st Floor December 1, 2010 · Utilities brought to within five (5) feet of perimeter of room. · Underground utilities (drainage) stubbed through floor. · Trenching/repair for underground utilities 2nd Floor December 1, 2010 · Utilities brought to within five (5) feet of perimeter of room. 1st and 2nd Floors January 1, 2011 · Final connections made to rooftop units. · Final connections made between dry room “boxes” and stubbed utilities. Any delay by Landlord in completing the foregoing items of work by the applicable Interim Completion Date set forth above (except to the extent such delay is caused by Landlord’s Force Majeure or Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements Delays) shall be deemed “to delay the Commencement Date and the Substantial Completion Date (even if the Landlord’s Work has otherwise been Substantially Complete”Completed by such time) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant if and solely to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items extent that do not materially and adversely affect such delay causes an actual delay in Tenant’s use ability to begin its commissioning and occupancy start-up activity within the dry rooms as shown on Exhibit B-6 on or before February 1, 2011. In order to invoke the provisions of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cablingthis paragraph, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇▇▇ must advise Landlord in writing within two (2) permitting occupancy business days after ▇▇▇▇▇▇ becomes aware of any delay in Tenant’s ability to complete its work on the Must-Take Space; and (iii) dry room caused by ▇▇▇▇▇▇▇▇’s failure to complete the issuance foregoing items of work by the Must-Take Space Architect of a applicable Interim Completion Date set forth above. (B) The “Certificate of Actual Substantial Completion Date” shall be defined as the date on which the Landlord’s Work has been Substantially Completed. “Substantial Completion” certifying that and “Substantially Completed” shall each mean the Mustdate on which the Landlord’s Work has been completed except for so-Take Space Tenant Improvements have been substantially completed in accordance called “punch-list” items of work and adjustment of equipment and fixtures the incompleteness of which do not cause material interference with ▇▇▇▇▇▇’s use of the MustPremises for the Permitted Uses. After Substantial Completion, Landlord shall proceed diligently to complete all “punch-Take Space Approved Working Drawings. Within five list” items within thirty (530) days after the date occurrence of Substantial Completion of the Must(except for long-Take Space Tenant Improvementslead items or items which can only be performed during certain seasons or weather, Landlord’s and Tenant’s respective representatives which items shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to be completed diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below season and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costweather permits).

Substantial Completion. For purposes of this Lease, The terms “Substantial Completion of the Must-Take Space Tenant ImprovementsCompletion” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon” shall mean that: (ia) Landlord’s Tenant Improvement Work has been completed in accordance with the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, Final Plans with the exception of (A) any punch list items that do insubstantial details of construction, mechanical adjustment, decoration or cosmetic items, the non-completion of which does not materially and adversely affect interfere with Tenant’s use and occupancy of the Must-Take Space and/or materially Premises (collectively, the “Punch List Work”); and adversely interfere (b) all sanitary, plumbing, electrical, heating, ventilating and air conditioning services to the Premises are operational to the extent necessary to provide reasonably adequate service to the Premises, subject to any Punch List Work necessary to such systems; and (c) Landlord shall deliver the Premises to Tenant with the installation by Landlord’s Tenant of its cabling, furniture, fixtures and equipment Improvement Work having been Substantially Completed in the Must-Take Spaceaccordance with Section 3.3 (a) above, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment such condition as shall permit Tenant to be installed in immediately occupy the Must-Take Space by Tenant or Premises for Tenant’s permitted use under the supervision of Lease. Notwithstanding the Must-Take Space Contractor; (ii) the issuance foregoing, if occupancy is denied by the applicable government authorities governmental authority due solely to any item of a certificate Tenant’s FF&E Work not then being completed, then Landlord shall be deemed to have met the foregoing conditions set forth in (a), (b) and (c) of occupancythis Section 3.3, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting notwithstanding that occupancy is not then available to Tenant. Landlord shall provide to Tenant written notice reasonably in advance of the Must-Take Space; and date when Landlord believes Substantial Completion shall occur. Within ten (iii10) the issuance by the Must-Take Space Architect days of a “Certificate receipt of Landlord’s notice of Substantial Completion” certifying that the Must-Take Space , Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space Premises and identify in writing to Landlord the punch-list items of the Must-Take Space Punch List Work Tenant Improvements and jointly prepare a written list of such punch-list itemswishes Landlord to perform. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on review such list as soon as reasonably possible thereafter; provided, however, that in no event of Punch List Work and confer with Tenant to establish a mutually agreeable list of the Punch List Work. Landlord shall complete all Punch List Work within thirty (30) days following the completion or non-completion of such punch-list items have any effect date on which Landlord and Tenant agree on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant list of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costPunch List Work.

Substantial Completion. For purposes Subcontractor shall provide services related to commissioning and interconnection of this Lease, “Substantial Completion each system. DCRA approval and final DCRA inspection must be obtained. Subcontractor shall submit the below documentation to the Work Order Manager for review and approval using the agreed upon secure file transfer mechanism to show substantial completion of the Must-Take Space Tenant Improvements” shall occur (project: • DCRA final inspection, testing, and approval of project matching the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) permitted system • Schedule and pass the DCSEU’s Quality Assurance and Quality Control inspection demonstrating successful completion of construction the project; • All operation, maintenance and parts manuals for the PV system(s), specification sheets, warranties, and as built design drawings. The manuals and materials must include a maintenance schedule, trouble shooting and safety precautions • Service plan provided to the homeowner and DCSEU • Proof that Pepco interconnection has been initiated The due date for Milestone 3 is MM DD, YYYY. Subcontractor will be paid the incentive amount upon completion and DCSEU acceptance of Milestone 3 documents. The incentive amount is subject to change depending on the installed system sizes. Notwithstanding the above, a Not-to-Exceed (NTE) amount for this Work Order has been established by the DCSEU. Subcontractor will be paid only for completed and verified work as outlined above. In no event will payment exceed the amounts listed above, nor will the total payment for this Work Order exceed the NTE amount of $XXXX (WRITTEN DOLLAR AMOUNT). Subcontractor will be paid at a rate of $X.XX for every 1 (one) watt of the Must-Take Space Tenant Improvements pursuant installed capacity, not to exceed a total of XX kW. Subcontractor bears all risks for cost incurred by exceeding the quantities listed above, NTE or MLA without negotiating and executing an amendment to the Must-Take Space Approved Working Drawingsexisting NTE or MLA before the cost overrun occurs. ANY MILESTONE PAYMENT(S) ARE CONDITIONAL UPON SUBCONTRACTOR’S TIMELY COMPLETION OF ALL MILESTONES, with the exception of (ACOMPLETION OF INTERCONNECTION BY INSERT, AND THE ABILITY TO DELIVER 15 YEARS OF SYSTEM OUTPUT. IN THE EVENT THAT SUBCONTRACTOR DOES NOT COMPLETE ALL MILESTONES BY INSERT, ANY MILESTONE PAYMENT(S) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cablingPAID TO SUBCONTRACTOR SHALL BE PROMPTLY REPAID TO THE DCSEU. IN THE EVENT THAT INTERCONNECTION IS NOT COMPLETED BYINSERT, furniture, fixtures and equipment in the Must-Take Space, and (BANY MILESTONE PAYMENT(S) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costPAID TO SUBCONTRACTOR SHALL BE PROMPTLY REPAID TO THE DCSEU.

Substantial Completion. For purposes of this LeaseLandlord’s N2 Work, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (Tenant’s N2 Work, Landlord’s N3 Work and the Must-Take Space Tenant Improvements Tenant’s N3 Work, as applicable, shall be deemed to be substantially complete if such work is completed in compliance with the Building N2 Plans or Building N3 Plans, as applicable, and all applicable laws and regulations, subject only, following Tenant’s inspection thereof, to adjustments, cosmetic finishing work or “Substantially Completepunch list” items for such work remaining incomplete. By no later than ten (10) days after Landlord notifies Tenant of its completion of Landlord’s N2 Work, Tenant’s N2 Work, Landlord’s N3 Work or Tenant’s N3 Work, as applicable, the Tenant shall inspect such work and furnish to the Landlord a punch list of such items of construction which are then incomplete or defective and which require correction by the General Contractor. The Landlord agrees to use its commercially reasonable efforts to cause such punch list items to be corrected within thirty (30) days of receipt of the punch list, or such longer period as is reasonably required if the nature of the corrective work cannot be performed within thirty (30) days. If the Building N2 Work or the Building N3 Work, as applicable, is delayed for any of the reasons set forth in parts (i) through (v) below (each, a “Tenant Delay”) upon), the Building N2 Work or the Building N3 Work, as applicable, shall be deemed to have been substantially completed at the time it would have been completed if not for such delay: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation a material default or delay in meeting a deadline by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision terms of the Must-Take Space Contractorthis Lease; (ii) changes to any of Building N2 Plans or the issuance Building N3 Plans requested by Tenant after approval of same by Landlord (which delay shall be identified by Landlord at the time of Landlord’s approval); (iii) a request by Tenant for materials, fixtures or installations other than those in Landlord’s building standard or those contained in the Building N2 Plans or Building N3 Plans, as applicable, or as set forth in Exhibit G-1 or Exhibit G-2 (which request shall be identified by Landlord at the time of Landlord’s approval); (iv) the performance of any work or installations by Tenant or by contractors hired by Tenant; or (v) any other act or omission caused by or on behalf of Tenant, its contractors, agents, servants or employees which delay the construction, including the failure of Tenant to have used commercially reasonable efforts to cooperate in reaching the specified benchmarks by the applicable government authorities deadlines set forth in the Master Timeline or the Building N3 Master Timeline as applicable, but excluding any bona fide action by Tenant exercising its expressly granted rights pursuant to the terms of this Lease which has the effect of causing such a certificate delay. If the Building N2 Work or the Building N3 Work, as applicable, is delayed for any of occupancy, temporary certificate of occupancy, or its equivalent the reasons set forth in parts (including, without limitationi) through (v) below (each, a final inspection sign-off by the City of San ▇▇▇▇“Landlord Delay”) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying such that the Mustsaid Work is not complete by forty-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (545) days after the completion date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of for such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items work as set forth on such list as soon as reasonably possible thereafter; providedin the Building N2 Master Timeline with respect to the Building N2 Work and with respect to the Building N3 Work, however, that in no event shall the completion date for such work as set forth in the Building N3 Master Timeline, Tenant shall be granted a one (1) day credit of Annual Fixed Rent (calculated based on 61,895 rental rentable square feet) for each one (1) day of Landlord Delay beyond such forty-fifth (45th) day, such credit to be immediately applicable to any Annual Fixed Rent due Landlord from Tenant (i) a material default or non-completion delay in meeting a deadline by Landlord under the terms of such punch-list items have this Lease; (ii) changes to any effect on of Building N2 Plans or the Must-Take Space Commencement Date. Building N3 Plans requested by Landlord shallafter approval of same by Landlord; (iii) a request by Landlord for materials, howeverfixtures or installations other than those contained in the Building N2 Plans or Building N3 Plans, be under no obligation to repair as applicable, or as set forth in Exhibit G-1 or Exhibit G-2 or (iv) any damage other act or omission caused by Tenant or on behalf of Landlord, its contractors, agents, servants or employees which delay the construction, including the failure of Landlord to have used commercially reasonable efforts to cooperate in connection with Tenant’s move into reaching the Must-Take Spacespecified benchmarks by the applicable deadlines set forth in the Master Timeline, the exercise but excluding any action by Tenant of Landlord exercising its rights under Section 6.1 below and/or otherwise caused by Tenant, all pursuant to the terms of which shall be repaired by Tenant at Tenant’s costthis Lease.

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space The Tenant Improvements (or applicable portion thereof) shall be deemed “Substantially Complete”” (and “Substantial Completion” shall be deemed to have occurred) upon: upon the date upon which (i) the completion of construction of the Must-Take Space Tenant Improvements in the Premises has been substantially completed pursuant to the Must-Take Space Approved Working DrawingsConstruction Documents, with the exception of (A) any minor punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by any Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; Tenant, and (ii) either (A) Landlord’s architect has certified in writing that the issuance by the Tenant Improvements (or applicable government authorities of portion thereof) are Substantially Complete and/or (B) a temporary or permanent certificate of occupancy, temporary certificate of occupancy, occupancy or its other equivalent (including, without limitation, a final inspection sign-off by approval from the City of San ▇▇▇▇) local governmental authority has been issued permitting occupancy of the Must-Take Space; and Premises (iii) or applicable portion thereof), such as sign off on the issuance by the Must-Take Space Architect of building inspection cards. If there shall be a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed delay in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Improvements as a result of: (a) Tenant’s respective representatives shall inspect request for materials, finishes or installations other than those readily available; (b) Tenant’s request to deviate from the Must-Take Building Standard Improvements; (c) Tenant’s changes in the Space and identify the punch-list items Plan or Construction Documents after approval by Tenant; (d) Tenant’s failure to timely perform any obligation or provide any approval required of Tenant hereunder; or (e) Tenant’s failure to timely pay any Excess Costs; (each of the Must-Take Space foregoing, a “Tenant Delay”), then the Commencement Date of the Term of this Lease shall be the date that the Tenant Improvements and jointly prepare a written list of would have been Substantially Complete but for such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon Tenant Delay, as reasonably possible thereafter; provideddetermined by Landlord. The Tenant Improvements shall be deemed Substantially Complete notwithstanding the fact that minor details of construction, however, mechanical adjustments or decorations that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection do not materially interfere with Tenant’s move into use and enjoyment of the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall Premises remain to be repaired by Tenant at Tenant’s costperformed (items normally referred to as “punch list” items).

Substantial Completion. For purposes The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work (other than any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant’s use or occupancy of the Premises) has been performed and a certificate of occupancy has been issued for the Premises Time is of the essence in connection with the obligations of Landlord and Tenant under this LeaseWork Letter. Landlord shall not be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion by the Estimated Commencement Date for any reason other than Tenant Delay (defined below) shall be the resulting postponement (if any) of the Commencement Date. “Tenant Delay” means any act or omission of Tenant or its agents, “employees, vendors or contractors that actually delays the Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) uponLandlord Work, including: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of failure to furnish information or approvals within any time period specified in this Lease, including the Must-Take Space and/or materially and adversely interfere with the installation failure to prepare or approve preliminary or final plans by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractorapplicable due date; (ii) Tenant’s selection of non-Building standard equipment or materials (provided Landlord gives written notice to Tenant at the issuance by the applicable government authorities time of a certificate Tenant’s selection of occupancy, temporary certificate of occupancy, such non-Building standard equipment or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying materials that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of such equipment or materials will delay Substantial Completion of the Must-Take Space Landlord Work); (iii) changes requested or made by Tenant Improvements, Landlord’s and to the Approved Construction Documents; or (iv) performance of work in the Premises by Tenant or Tenant’s respective representatives shall inspect contractor(s) during the Must-Take Space and identify the punch-list items performance of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costWork.

Substantial Completion. For purposes of this Work Letter and the Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements Landlord’s Work shall be deemed “Substantially Complete”) upon: (i) , and “Substantial Completion” shall be deemed to have occurred, at such time as Landlord has completed Landlord’s Work in accordance with Landlord’s Plans and in compliance with all legal requirements applicable thereto at the time the permits were obtained for the construction thereof, subject only to the completion of construction “punchlist” items or similar corrective work. No portion of the Must-Take Space Tenant Improvements pursuant any work to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation be performed by Tenant of its cablingshall be taken into account in determining whether or not Landlord’s Work is Substantially Complete. However, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of if Substantial Completion of the Must-Take Space Landlord’s Work is delayed as a result of a Tenant ImprovementsDelay (defined below), Landlord’s and TenantWork shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete Landlord’s respective representatives shall inspect Work absent any Tenant Delay. Promptly following the Must-Take Space and identify the punch-list items completion of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord’s Work, Landlord shall cause the Must-Take Space Landlord’s Contractor to diligently complete the punch-inspect Landlord’s Work with representatives of both Landlord and Tenant and compile a list of “punchlist” items set forth on such list as soon as reasonably possible thereafter; in connection with Landlord’s Work which are required to be corrected or completed by Landlord. Such “punchlist” items shall be completed or corrected by Landlord within sixty (60) days, provided, however, that in no event as to any “punchlist” items which cannot be completed by Landlord within said sixty (60) days, Landlord shall promptly commence the completion correction or non-completion of such punch-list items have any effect on “punchlist” item and thereafter diligently pursue the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation same to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costcompletion.

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date 8.7.1 The Date of Substantial Completion of the Must-Take Space Tenant ImprovementsWork or designated portion thereof is the Date certified by the Design Consultant and Owner when the Work or a designated portion thereof is sufficiently complete, Landlord’s in accordance with the Contract Documents, so Owner can fully occupy and Tenant’s respective representatives shall inspect utilize the Must-Take Space and identify Work for the punch-list items use for which it is intended, with all of the Must-Take Space Tenant Improvements Project’s parts and systems operable as required by the Contract Documents. Only incidental corrective work and any final cleaning beyond that needed for Owner’s full use may remain for Final Completion. The Contractor shall be solely responsible for the cost to repair or replace any work damaged or destroyed prior to the Date of Substantial Completion. 8.7.2 When the Design Consultant and the Owner on the basis of an inspection jointly determine that the Work or designated portion thereof is substantially complete, they will then prepare a written Certificate of Substantial Completion which shall establish the Date of Substantial Completion, shall state the responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, and insurance, and shall fix the time within which the Contractor shall complete the items listed therein. Warranties required by the Contract Documents shall commence on the Date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Contractor shall provide operation & maintenance manuals, and operation training to the Owner as required by the Contract Documents prior to Substantial Completion. The Owner’s occupancy of incomplete work shall not alter the Contractor’s responsibilities pursuant to this section. 8.7.3 The acceptance of Substantial Completion payment shall constitute a waiver of all claims by the Contractor and its Subcontractors except those previously made in writing and identified by the Contractor as unsettled at the time the Contractor submits the Application for Payment for Substantial Completion, and except for the retainage sums due at final acceptance. The Contractor shall indemnify and hold the Owner harmless against any claims by its Subcontractors that are waived because they were not made in writing and identified by the Contractor as unsettled when the Contractor submitted the Application for Payment for Substantial Completion. 8.7.4 The issuance of the Certificate of Substantial Completion does not indicate final acceptance of the project by the Owner, and the Contractor is not relieved of any responsibility for the project except as specifically stated in the Certificate of Substantial Completion. 8.7.5 There will be two inspections by the Design Consultant at Substantial Completion: .1 To generate a list of such punch-items to be completed or corrected before Owner takes possession of the Work. .2 To check that the list itemsof items has been completed before issuing Final Payment. Landlord shall cause Any additional inspections by the Must-Take Space Design Consultant requested by Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that Punch List shall result in no event shall money being withheld from the completion or non-completion Final Payment to cover the cost of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costthese additional inspections.

Substantial Completion. For purposes The Landlord’s Work shall be performed in a professional, good and workmanlike manner in accordance with all applicable codes, statutes, laws, rules and regulations. During the course of this Leaseconstruction, “Substantial Completion Tenant’s Representative and Tenant’s Consultant agree to attend bi-weekly construction meetings and site inspections with Landlord for the purpose of monitoring that Landlord’s performance of the Must-Take Space Landlord’s Work is being effectuated consistent with the Tenant’s Plans and Specifications in accordance with industry standard (“Inspections”). Landlord shall reasonably cooperate with Tenant’s Representative and Tenant’s Consultant to schedule Inspections at times that are mutually convenient for all sides and will set forth the items to be reviewed during the Inspections in writing (email being acceptable) in advance (the “Inspection List”). If either Tenant’s Representative or Tenant’s Consultant discovers any deviation from the Tenant’s Plans and Specifications during an Inspection, Tenant Improvements” shall occur advise Landlord in writing (email to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ <▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇> being acceptable) within two (2) business days following the discovery thereof, and Landlord shall correct any such deviation as expeditiously as reasonably possible in accordance with industry standard. If Tenant’s Representative or Tenant’s Consultant do not attend such Inspections and/or attends such Inspections and do not raise any discrepancy to Landlord regarding the Must-Take Space performance of the Landlord’s Work, then Tenant Improvements is deemed to have waived its right to object to the portion of the work that was included as part of the Inspection List. Landlord shall deliver the New Premises to Tenant in turnkey condition substantially complete and ready for use and occupancy by Tenant. The New Premises shall be deemed “Substantially Complete”) uponsubstantially complete upon the occurrence of all of the following: (i) Landlord’s delivery to Tenant’s Representative and Tenant’s Consultant of self-certification letters by Landlord’s Architects and engineers certifying that the completion of construction Landlord’s Work built pursuant to Tenant’s Plans and Specifications is substantially complete in accordance with industry standard and that Tenant can use all of the Must-Take Space Tenant Improvements pursuant New Premises for the permitted uses therein; and only minor and insubstantial details of decoration and mechanical adjustment remain (subject to industry accepted Punch List items defined below); and (ii) the Must-Take Space Approved Working Drawings, with thorough and professional cleaning of the exception of (A) any punch list items New Premises and corridor so that do not materially and adversely affect each are ready for Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) walk-through of the issuance New Premises by Landlord, Tenant’s Representative and Tenant’s Consultant confirming the Must-Take Space Architect substantial completion of the Landlord’s Work and identifying any punch list items of Landlord’s Work to be performed by Landlord following Tenant’s occupancy of the New Premises (a “Certificate of Punch List”). The foregoing (i) through (iii) inclusive shall be deemed “Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings”. Within five Landlord will provide fifteen (515) days after prior written notice to Tenant’s Representative and Tenant’s Consultant of the estimated date of Substantial Completion of the Must-Take Space Tenant Improvementsand during such fifteen (15) day period, Landlord, Tenant’s Representative and Tenant’s respective representatives shall inspect the MustConsultant will perform a walk-Take Space and identify the punch-list items through of the Must-Take Space New Premises for the purpose of establishing the Punch List. Upon the New Premises Commencement Date, Tenant Improvements shall accept the New Premises in its “as is” condition but excluding latent defects and jointly prepare a written list of such punch-list the Punch List items, which Landlord shall correct. Landlord shall cause endeavor to complete all Punch List items within thirty (30) days following receipt of the Must-Take Space Contractor Punch List (subject to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement DateLong Lead Work). Landlord shall, however, be under no obligation to repair shall coordinate the performance of any damage caused by Tenant in connection Punch List items with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused Representative in an effort to minimize interference with Tenant’s business and where reasonably requested by Tenant, all Landlord shall perform Punch List items outside of normal work hours which shall be repaired by Tenant at Tenant’s costare Monday through Friday 8 a.m. to 6 p.m. excluding federal holidays.

Substantial Completion. For The work shall be deemed substantially completed (“Substantial Completion”) for the purposes of this LeaseParagraph 5, “Substantial Completion notwithstanding the fact that minor or insubstantial details of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall construction, mechanical adjustment or decoration remain to be deemed “Substantially Complete”) upon: performed, when (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date Final Drawings and all mechanical systems installed by Landlord therein are in good working condition, subject only to completion of Substantial Completion minor punch list items which do not materially interfere with Tenant’s use of the Must-Take Space Premises as contemplated and permitted under the Lease, and (ii) a Certificate of Occupancy for the Premises has, to the extent required for Tenant’s occupancy of the Premises, been issued by the City of Frisco, Texas, and obtained by Landlord. Tenant Improvements, Delays. Tenant will be responsible for any delay in completion of Landlord’s work and construction of the Tenant Improvements resulting from: any request by Tenant that Landlord delay the completion of any of such work; Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor failure to diligently supply timely any information necessary to complete the punch-list items set forth on such list as soon as reasonably possible thereafterFinal Drawings; provided, however, that in no event shall the completion any breach or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused default by Tenant in connection with the performance of Tenant’s move into obligations under this Lease; any modifications, revisions and changes to the MustFinal Drawings requested by Tenant; Tenant’s request for any Non-Take Space, Building Standard work or delays resulting from revision of the exercise Approved Bid (to the extent such delays are caused by Tenant Tenant’s acts or omissions to act) after the Final Drawings are approved; and any other delay of its rights under Section 6.1 below and/or otherwise any kind or nature caused by Tenant, all its employees, agents or independent contractors. Any such delay (individually, a “Tenant Delay,” and collectively, the “Tenant Delays”) shall extend the time for performance by Landlord of which Landlord’s obligations under this Exhibit “E” by an amount of time equal to the length of such Tenant Delay, and the Commencement Date shall in such event be deemed to have occurred on the date that Substantial Completion would have occurred but for such Tenant Delays (it being agreed that, in such event, the delay so caused shall be repaired the “net” delay, however, determined by multiplying the number of days that Tenant at Tenant’s costDelays exceed Landlord Delays). In addition, Tenant shall, on the Commencement Date under the Lease, pay to Landlord an amount equal to one (1) day of Base Rental multiplied by the number of days of Tenant Delays in order to compensate Landlord for lost rentals resulting therefrom. If the cost to Landlord of the Tenant Improvements is increased in any way by a Tenant Delay, Tenant shall also pay to Landlord on the Commencement Date the additional cost so incurred.

Substantial Completion. Landlord shall cause the Tenant Improvements to be “substantially completed” on or before the Rent Commencement Date as specified in Subsection 1.1.D.(2) of the Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Tenant Improvements, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Tenant Improvements or any other matter beyond the reasonable control of Landlord (or beyond the reasonable control of Landlord’s contractors or subcontractors performing the Landlord Improvements and the Tenant Improvements) and also subject to “Tenant Delays” (as defined and described in Paragraph 6 below of this Schedule B). The Tenant Improvements shall be deemed to be “substantially completed” for all purposes under this Schedule B and the Lease if and when (a) Landlord’s architect issues a written certificate to Landlord and Tenant, certifying that the Tenant Improvements have been substantially completed (i.e., completed except for Punchlist Items (as defined below)); and (b) the Tenant Improvements have been sufficiently completed to allow Tenant’s use of the Premises for the uses permitted under the Lease. For purposes of this Lease, “Substantial Completion Punchlist Items” shall mean any punchlist items specified in the certificate of Landlord’s architect referenced above together the list of punchlist items mutually agreed upon between the parties. If the Tenant Improvements are not deemed to be substantially completed on or before the Rent Commencement Date as specified in Subsection 1.1.D.(2) of the Must-Take Space Tenant Improvements” shall occur Lease, (and a) Landlord agrees to use reasonable efforts to complete the Must-Take Space Tenant Improvements as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, (c) Landlord shall not be deemed “Substantially Complete”) upon: (i) the completion of construction to be in breach or default of the Must-Take Space Lease or this Schedule B as a result thereof and Landlord shall have no liability to Tenant Improvements pursuant to the Must-Take Space Approved Working Drawingsas a result of any delay in occupancy (whether for damages, with the exception abatement of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take SpaceRent or otherwise), and (Bd) any tenant fixturesexcept in the event of Tenant Delays, work-stationsand notwithstanding anything contained in the Lease to the contrary, built-the Rent Commencement Date as specified in furniture, or equipment Subsection 1.1.D.(2) of the Lease shall be extended to the date on which the Tenant Improvements are deemed to be installed substantially completed. At the request of either Landlord or Tenant in the Must-Take Space by Tenant or under event of such extensions in the supervision commencement and expiration dates of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy term of the Must-Take Space; Lease, Tenant and (iii) Landlord shall execute and deliver an amendment to the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of Lease reflecting such punch-list itemsextensions. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-Punchlist Items within a commercially reasonable period of time following substantial completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costImprovements.

Substantial Completion. For purposes of this Lease, “Substantial Completion (a) The term "substantially completed" as used herein with regard to any part of the Must-Take Space Tenant Improvements” Premises shall occur mean that (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”1) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working DrawingsLandlord's architect has certified that Landlord's Work therein has been completed, with the exception of (A) any punch list minor items that do not materially which can be fully completed without material interference with Tenant and adversely affect Tenant’s use and occupancy other items which because of the Must-Take Space and/or materially and adversely interfere with seasonal nature of the installation by Tenant of its cabling, furniture, fixtures and equipment in item (such as HVAC balancing) are not practicable to do at the Must-Take Spacetime, and (B2) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary occupancy has been issued for so much of the Base Building Work as is necessary to obtain a certificate of occupancyoccupancy for the Premises, or its equivalent (including, without limitation, which may be issued on a final inspection sign-off by temporary basis so long as Tenant may occupy the City of San ▇▇▇▇) permitting occupancy Premises for the performance of the Must-Take Space; TIW and (iii) any requirements for obtaining a permanent certificate of occupancy may be satisfied by Landlord without material interference with the issuance by performance of the Must-Take Space Architect TIW. If Landlord's Work in any part of a “Certificate the Premises is delayed due to Tenant Delay, then, for the purposes of Substantial Completion” certifying determining the Commencement Date therefor, the Landlord's Work shall be deemed to be substantially completed on the date that the Must-Take Space Tenant Improvements such work would have been substantially completed but for such Tenant Delay. If the Landlord's Work is deemed substantially completed, pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Landlord's Work is not in fact substantially completed, Tenant shall not (except with Landlord's consent) be entitled to take possession of the Premises for any purpose until the Landlord's Work is in fact substantially completed. Any of Landlord's Work not fully completed on the date when Landlord's work is in fact substantially completed shall thereafter be so completed within 60 days thereafter by Landlord. The date when Landlord's Work in the Initial Space and the Additional Space has been (or is deemed to have been) substantially completed in accordance with herewith is referred to herein as the Must-Take Space Approved Working Drawings. Within five (5) days after the date of "Substantial Completion of Date for the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Initial Space and identify the punch-list items of Additional Space." The date when Landlord's Work in the Must-Take Expansion Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause has been (or is deemed to have been) substantially completed in accordance herewith is referred to herein as the Must-Take Space Contractor to diligently complete "Substantial Completion Date for the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Expansion Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s cost."

Substantial Completion. For purposes of this Lease, “Substantial Completion Completion" of the Must-Take Space Tenant Improvements” Improvement shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: not have occurred until (i) Landlord's architect, Halff & Associates (the completion of construction "Architect") shall have delivered to Landlord and Tenant a written certificate stating that all of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in substantial accordance with the Must-Take Space Approved Working Drawings. Within five Construction Documents, except for the Punch List Items; and (5ii) days after a certificate of occupancy has been issued allowing Tenant to occupy and use the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafterLeased Premises; provided, however, that if the reason that a certificate of occupancy has not or cannot be issued is (A) because of work yet to be performed by Tenant (E.G., Tenant's Work (hereinafter defined)), or (B) due to Tenant Delays, then the failure or inability to obtain a certificate of occupancy shall not delay or prevent the occurrence of Substantial Completion . The term "Punch List Items" shall mean details of construction, decoration, and mechanical adjustment which are part of the Improvements and which in no event the aggregate, are minor in character and do not materially interfere with the Tenant's use or enjoyment of the Leased Premises. Landlord shall give Tenant not less than ten (10) days notice of the completion or nondate upon which Landlord estimates Substantial Completion to be achieved. Upon receipt of Landlord's notification, Tenant shall verbally notify Landlord of the date Tenant intends to make a walk-through inspection of the Leased Premises, such date to be on the date specified in Landlord's notice for the estimated occurrence of Substantial Completion. The Architect, the Contractor, Landlord's project representative and Tenant's project representative shall meet to review and approve of the matters to be included as Punch List Items, which approvals shall not be unreasonably withheld. Punch List Items shall be completed by Landlord at Landlord's expense. Landlord shall use its best efforts to complete all of the Punch List Items within thirty (30) days after the occurrence of Substantial Completion. At the conclusion of the walk-through inspection, Tenant will be deemed to have acknowledged that, subject only to Landlord's completion of such punchthe Punch List Items, (i) it has inspected and accepts the Leased Premises, (ii) the Leased Premises is suitable for the purpose for which it is leased, (iii) the Leased Premises is in good and satisfactory condition, and (iv) no representations as to the repair of the Leased Premises, nor promises to alter, remodel or improve the Leased Premises which have been made by Landlord remain unsatisfied. At the conclusion of the walk-list items through inspection Tenant further agrees to execute an Acceptance of Leased Premises Memorandum in the form attached hereto and made a part hereof as EXHIBIT "D", whereupon possession of the Leased Premises will be delivered to Tenant and Tenant will be deemed to have any effect on accepted the MustLeased Premises, and Tenant may thereafter occupy the Leased Premises. Tenant's failure to conduct a walk-Take Space through inspection or execute the Acceptance of Leased Premises Memorandum will not delay the occurrence of the Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s cost.

Substantial Completion. For purposes Landlord shall cause the Work to be ---------------------- "substantially completed" on or before twelve (12) months following the issuance of building permits by the appropriate governmental authorities, subject to delays caused by strikes, lockouts, boycotts or other labor problems not directly related to the project, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials, force majeure as defined in Section 2.3(b) of the Lease Agreement or other problems in obtaining materials necessary for performance of the Work, and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Lease, “Substantial Completion Build-to-Suit Letter). No allowance shall be made for any time lost due to fault of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements Landlord or Landlord's general contractor. The Work shall be deemed “Substantially Complete”to be "substantially completed" for all purposes under this Build-to-Suit Letter and the Lease if and when a certificate of occupancy or temporary certificate of occupancy is issued, regardless of any "punch list" items that remain to be completed. Subject to the Drop Dead provisions of Section 2.3, if the Work is not deemed to be substantially completed on or before twelve (12) upon: months following the issuance of building permits by the appropriate governmental authorities, (ia) Landlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the completion of construction Lease shall remain in full force and effect subject to Section 2.4, (c) Landlord shall not be deemed to be in breach or default of the MustLease or this Build-Take Space to-Suit Letter as a result thereof and Landlord shall have no liability to Tenant Improvements pursuant to the Must-Take Space Approved Working Drawingsas a result of any delay in occupancy (whether for damages, with the exception abatement of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take SpaceRent or otherwise), and (Bd) any tenant fixturesexcept in the event of Tenant Delays, work-stationsand notwithstanding anything contained in the Lease to the contrary, built-in furniture, or equipment the Commencement Date of the Term shall be extended to the date on which the Work is deemed to be installed substantially completed and the Expiration Date of the Term shall be extended by an equal number of days. At the request of either Landlord or Tenant in the Must-Take Space by Tenant or under event of such extensions in the supervision Commencement Date and Expiration Date of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy Term of the Must-Take Space; Lease, Tenant and (iii) Landlord shall execute and deliver an amendment to the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working DrawingsLease reflecting such extensions. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the Landlord agrees to use reasonable diligence to complete all punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costpromptly after substantial completion.

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) Tenant shall accept the Premises in their AS-IS condition without any punch list items that do not materially obligation on the Landlord's part to perform any additions, alterations, improvements, demolition or other work therein or pertaining thereto. Tenant, at its sole cost and adversely affect expense, shall perform all work necessary to prepare the Premises for Tenant’s use and 's occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with plans and specifications prepared by an architect, licensed by the Must-Take Space Approved Working DrawingsCommonwealth of Massachusetts and reasonably approved by Landlord, such plans and specifications to be subject to the reasonable approval of the Landlord. Within Tenant shall submit to Landlord a detailed floor plan layout together with working drawings (the "Tenant's Submission") for work to be performed by Tenant to prepare the Premises for Tenant's occupancy. Such floor plan layout and working drawings (the "Plans") shall contain at least the information required by, and shall conform to the requirements of, Exhibit B. Provided that the Plans contain at least the information required by, and conform to the requirements of, said Exhibit B, Landlord's approval of the Plans shall not be unreasonably withheld or delayed; however, Landlord's determination of matters relating to aesthetic issues relating to alterations or changes which are visible outside the Premises shall be in Landlord's sole discretion. If Landlord disapproves of any Plans, then Tenant shall promptly have the Plans revised by its architect to incorporate all objections and conditions presented by Landlord and shall resubmit such plans to Landlord no later than five (5) days after Landlord has submitted to Tenant its objections and conditions. Such process shall be followed until the date of Substantial Completion of Plans shall have been approved by the Must-Take Space Landlord without objection or condition. Once the Plans have been approved by Landlord, Tenant, at its sole cost and expense, shall promptly, and with all due diligence, perform the work necessary to prepare the Premises for Tenant's occupancy as set forth on the Plans, and, in connection therewith, the Tenant Improvements, Landlord’s shall obtain all necessary governmental permits and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list approvals for such work. All of such punch-list itemswork shall be performed strictly in accordance with the Plans and in accordance with applicable Legal Requirements (as defined in Section 3.3 hereof) and Insurance Requirements (as defined in Section 3.3 hereof). Tenant shall have such work performed by contractors, reasonably approved by Landlord, which contractors shall provide to Landlord such insurance as the Landlord may reasonably require. Landlord shall cause have the Must-Take Space Contractor right to diligently complete provide such rules and regulations relative to the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion performance of such punch-list items have work and any effect on other work which the Must-Take Space Commencement DateTenant may perform under this Lease and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide. Landlord shall, however, It shall be under no Tenant's obligation to repair any damage caused obtain a certificate of occupancy or other like governmental approval for the use and occupancy of the Premises, and Tenant shall not open for business in the Premises until and unless it has obtained such approval and has submitted to Landlord a copy of the same together with waivers of lien from all of Tenant's contractors in form adequate for recording purposes. Tenant shall also prepare and submit to Landlord promptly after the Tenant's work is substantially complete a set of as-built plans showing the work performed by Tenant in connection with Tenant’s move into to the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costPremises.

Substantial Completion. For purposes As used herein the term SUBSTANTIALLY COMPLETE or SUBSTANTIALLY COMPLETED means that, in the opinion of this LeaseSeller's architect, “Substantial Completion each of the Must-Take Space Tenant Improvements” following shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) uponhave occurred: (i) the Improvements have been completed substantially in accordance with the Plans, subject only to the completion of construction punch- list items, none of which may materially affect Purchaser's intended use and enjoyment of the Must-Take Space Tenant Improvements pursuant to or the Must-Take Space Approved Working Drawings, with Land and all of which will be completed within thirty (30) days after the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy date of the Mustwalk-Take Space and/or materially and adversely interfere with the installation by Tenant of its cablingthrough inspection, furniture, fixtures and equipment in the Must-Take Spaceas provided below, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by Improvements have been completed as necessary for the applicable government authorities of governmental authority to issue a certificate of occupancyoccupancy for the Improvements allowing Purchaser to occupy the Improvements, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) all utilities required for Purchaser's operations of the issuance by Improvements are in place and operational to the MustImprovements, including gas, electricity, water, sanitary sewer, and telephone. Seller will notify Purchaser of the date that Seller's architect expects the Improvements to be substantially complete, such notice not to be dated more than forty-Take Space Architect five (45) or less than thirty (30) days prior to the date that is set forth in such notice for the Improvements to be substantially complete. Upon receipt of a “Certificate of Substantial Completion” certifying notification from Seller's architect that the MustImprovements are substantially complete, Purchaser shall verbally notify Seller of the date Purchaser intends to make its walk-Take Space Tenant through inspection of the Improvements have been substantially completed in accordance with the Mustto determine punch-Take Space Approved Working Drawings. Within list items, such date to be within five (5) days after Purchaser's receipt of such notice. Seller's architect will accompany Purchaser on the date walk-through inspection so as to mutually determine the punch-list of Substantial Completion items to be completed or repaired by Seller. Satisfaction of punch-list items or Purchaser's failure to conduct a walk-through inspection will not delay the Closing. At Closing, 150% of the Mustamount which, in the reasonable opinion of Seller's architect, is necessary to complete the punch-Take Space Tenant Improvements, Landlord’s list of items remaining to be completed as determined pursuant to this subparagraph will be held back from the funds delivered to Seller and Tenant’s respective representatives shall inspect held in escrow by the Must-Take Space and identify Title Company. This amount will be delivered to Seller at such time as the punch-list items have been completed. Seller will inform Purchaser of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor amount determined by Seller's architect necessary to diligently complete the punch-list items set forth on such list as soon as items, and Purchaser may reasonably possible thereafter; providedobject to same. Nonetheless, however, that in no event shall Seller will be responsible for paying the completion or non-completion entire cost of such completing the punch-list items have any effect on items, even if such costs exceed the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s cost150% holdback.

Substantial Completion. For purposes of this Lease, “Substantial Completion The term "Ready for Occupancy" shall mean the date on which substantial completion of the Must-Take Space Tenant Improvements” shall occur (and Lessee Improvements has occurred. Substantial completion of the Must-Take Space Tenant Lessee Improvements shall be deemed “Substantially Complete”) upon: (i) to have occurred on the completion of construction date the Lessee Improvements have been completed in substantial accordance with the Final Plans, except for matters not adversely affecting Lessee's use or occupancy of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any Premises and except for punch list items that (i.e., minor details of construction, mechanical adjustments or decorations which do not materially and adversely affect Tenant’s interfere with Lessee's use and occupancy of the Must-Take Space and/or materially and adversely Premises). The Premises shall be deemed Ready for Occupancy even though certain portions of the Building, which do not interfere with the installation by Tenant Lessee's efficient conduct of its cablingbusiness, have not been fully completed, and even though Lessee's furniture, fixtures telephones, telexes, facsimiles, photocopy machines, computers and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, other business machines or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have not been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Spaceinstalled, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all purchase and installation of which shall be repaired Lessee's sole responsibility. If Lessee does not furnish the necessary information and reasonably cooperate with Lessor, the Architect and all other persons needed in connection with the preparation for or construction of the Lessee Improvements, or does not furnish or complete, or is delayed in furnishing or completing, installation of any furniture, fixtures or equipment in or about the Premises which Lessee or Lessee's vendor or contractor is obligated to furnish or install, or does not comply with each of the time requirements of this Agreement, or any action or inaction of Lessee or Lessee's Employees causes or results in a delay in the date the Lessee Improvements would have been substantially completed, same shall be deemed to be "Lessee Delays," and the date of substantial completion of the Lessee Improvements shall be deemed to have occurred earlier by Tenant at Tenant’s costthe number of days of Lessee Delays. Lessee agrees that it shall fully cooperate with Lessor, the Architect and the general contractor, if any, to the extent necessary to assure substantial completion of the Lessee Improvements as soon as is reasonably possible. Lessor warrants that the base Building mechanical, electrical, heating, ventilation and air conditioning and plumbing systems located in the Premises shall be in good working order as of the date Lessor delivers possession of the Premises to Lessee. Except to the extent caused by the acts or omissions of Lessee or by any Alterations or improvements (other than the Lessee Improvements) performed by or on behalf of Lessee, if such systems are not in good working order as of the date possession of the Premises is delivered to Lessee and Lessee provides Lessor with notice of the same within sixty (60) days following the date Lessor delivers possession of the Premises to Lessee, Lessor shall be responsible for repairing or restoring the same. Notwithstanding anything contained herein to the contrary, Lessee shall have six (6) months from the completion of the Lessee Improvements to be performed by Lessor in which to discover and notify Lessor of any latent defects in the Lessee Improvements. Lessor shall be responsible for the correction of any latent defects with respect to which it received timely notice from Lessee.

Substantial Completion. For purposes of this LeaseA. As used herein and in the Amendment, the “Substantial Completion Date” shall be (1) the date that Landlord, its architect, engineer or construction manager determines that Landlord’s Work has been completed, except for (a) finishing details, minor omissions, mechanical adjustments, and similar items of the Musttype customarily found on an architectural punch-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, list; and (Bb) any tenant trade fixtures, work-stationsworkstations, telecommunications or computer cabling or built-in furniture, furniture or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; Tenant, and (ii2) the issuance by the applicable government authorities date of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection and sign-off by the City of San Santa C▇▇▇▇) permitting occupancy ▇ on the job card for Landlord’s Work, or reasonable equivalent (“Substantial Completion”). B. Notwithstanding the foregoing, if Landlord is delayed in completing Landlord’s Work as a result of any Tenant Delay (as defined below), the Substantial Completion Date shall be deemed to occur on the date on which the Substantial Completion Date would have occurred in the absence of such Tenant Delay, as reasonably determined by Landlord or Landlord’s architect. The term “Tenant Delay” means a delay in the completion of Landlord’s Work to the extent caused by any of the Must-Take Space; and following: (iii1) the issuance by the Must-Take Space Architect Tenant’s request for special materials, finishes or installations which are not readily available, provided that Landlord has informed Tenant that use of a “Certificate such special materials, finishes or installations will delay completion of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s Work and Tenant nevertheless elects to use such special materials, finishes or installations; (2) Tenant’s changes in plans and/or working drawings after their approval by Landlord and Tenant; or (3) interference with Landlord’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage Work caused by Tenant in connection with or by Tenant’s move into contractors or subcontractors. Tenant shall pay for the Must-Take Space, incremental increase in the exercise by cost of construction resulting from Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costDelays.

Substantial Completion. For purposes of this Lease, The term “Substantial Completion of the Must-Take Space Tenant ImprovementsCompletion” shall occur mean (and the Must-Take Space Tenant Improvements Landlord’s Work shall be deemed “Substantially Complete”) upon: when (i) Landlord’s architect in consultation with the completion of Architect (as defined in the Work Letter) mutually agree that the construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect TenantLandlord’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have Work has been substantially completed in accordance with the Must-Take Space Approved Working Drawingsrequirements set forth in Schedule 1 attached to the Work Letter and (ii) the Building Systems are in good operating order and condition. Within five (5) Substantial Completion shall be deemed to have occurred notwithstanding a requirement to complete “punchlist” or similar corrective work. As used in this Section, the term “punchlist” shall mean finishing details, decorative items, minor omissions, mechanical adjustments and similar items of the type customarily found on an architectural punchlist that will not materially interfere with Tenant’s use or occupancy of the Premises. No portion of any work to be performed by Tenant shall be taken into account in determining whether or not the Landlord’s Work is Substantially Complete. If the Substantial Completion Date for Landlord’s Work is delayed as a consequence of a Tenant Delay, then the Substantial Completion Date for Landlord’s Work shall be advanced in time by the number of days after that the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items Work is actually delayed as a consequence of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list itemsDelay. Landlord shall cause have no liability for any delay of the Must-Take Space Contractor to diligently complete Substantial Completion Date of Landlord’s Work beyond the punch-list items set forth on such list Anticipated Completion Date for Landlord’s Work, except as soon as reasonably possible thereafter; provided, however, that expressly provided in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s cost2.3 below.

Substantial Completion. For purposes of this the Lease, “Substantial Completion Completion" of the Must-Take Space Tenant Improvements” shall occur (Lease Improvements and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) occur upon: (ia) the completion of construction of the Must-Take Space Lease Improvements and Tenant Improvements pursuant in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to the Must-Take Space Approved Working DrawingsLandlord and Tenant), with the exception of (A) any punch punch-list items that do not materially (together with agreement for the timing of completion of such punch-list items) and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by any Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stationsworkstations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance Contractors, all as verified by the applicable government authorities of Tenant Rep which verification shall occur as soon as reasonably practicable in a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San commercially reasonable manner following T▇▇▇▇) permitting occupancy ▇’s receipt of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying written notice from Landlord that the MustPremises are ready for a final walk-Take Space Tenant Improvements have been substantially completed through in accordance with order to confirm completion and the Must-Take Space Approved Working Drawings. Within five (5) days after the date content of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Must-Take Space Lease Improvements and Tenant Improvements to the extent such permits and jointly prepare approvals are required for Tenant’s use and occupancy as evidenced by a written list final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list items. and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord shall cause the Must-Take Space Contractor thereof in writing (such approval not to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafterbe unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in no event shall connection with the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costwork.

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements The Landlord’s Work shall be deemed substantially completed (“Substantially CompleteCompleted” or “Substantial Completion”) upon: when, in the opinion of the construction manager (i) whether an employee or agent of Landlord or a third party construction manager, the “Construction Manager”), the Landlord’s Work are substantially completed except for punch list items which do not prevent in any material way the use of the Premises for the purposes for which they were intended. In the event Tenant, its employees, agents, or contractors cause, directly or indirectly, the construction or completion of the Landlord’s Work to be delayed, then the date of Substantial Completion shall be deemed to be the date that, in the opinion of the Construction Manager, Substantial Completion would have occurred if such delays or impairments had not taken place. Without limiting the foregoing, Tenant shall be solely responsible for delays caused by Tenant’s request for any changes in the plans, Tenant’s request for long lead items, Tenant’s failure to provide Landlord with reasonable access to the Premises to undertake the Landlord’s Work, and/or Tenant’s interference with the construction of the Landlord’s Work, and such delays shall not entitle Tenant to any abatement of rent or other rights of any kind. Substantial Completion is only material for purposes of determining the completion of construction of the Must-Take Space Tenant Improvements pursuant to Landlord’s Work and has no impact whatsoever on the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Extended Term Commencement Date and/or Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or other obligations under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancyLease, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of obligation to pay rent. In no event shall Landlord have any obligation for any defects in the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth Work or any limitation on such list as soon as reasonably possible thereafterits use; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shallagrees, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s cost, to seek enforcement of any warranty issued by any contractor or other party performing the Landlord’s Work. Landlord agrees to use commercially reasonable efforts to cause the Landlord’s Work to be performed in a good and workmanlike manner.

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space 9.1. The Tenant Improvements shall be deemed “substantially completed ("Substantial Completion or "Substantially Complete”Completed") upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of when a certificate of occupancy, occupancy or temporary certificate of occupancy, or its equivalent occupancy has been issued for the Premises (including, without limitation, a final inspection sign-off by punchlist items excepted). 9.2. Landlord shall use reasonable efforts to cause the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five to be Substantially Completed no later than one hundred (5120) days after the later of the execution date of Substantial Completion this Lease or Tenant's delivery of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect Final Plans (the Must-Take Space and identify "Delivery Date"). The period of time for Landlord to Substantially Complete the punch-list items of the Must-Take Space Tenant Improvements shall be extended for additional periods of time equal to the time lost by Landlord or Landlord's contractors, subcontractors or suppliers due to strikes; Tenant Delay (as defined below); governmental restrictions and jointly prepare a limitations; unavailability or delays in obtaining fuel, labor or materials; war or other national emergency; accidents; floods; defective materials; fire damage or other casualties; adverse weather conditions; the inability to obtain building or use and occupancy permits; or any cause similar or dissimilar to the foregoing which is beyond the reasonable control of Landlord or Landlord's contractors, subcontractors or suppliers. 9.3. In the event that Landlord has not delivered the Premises to Tenant in accordance with this Workletter on or before the Delivery Date (as the same may be extended pursuant to Section 9.2), then Rent shall be abated on the basis of one day of Rent (Base Rent and Additional Rent) for every day that Landlord has not delivered the Premises after the Delivery Date. In the event that the Tenant Improvements are not Substantially Completed by the date which is ninety (90) days following the Delivery Date (as the same may extended pursuant to Section 9.2), Tenant shall have the right to terminate this Lease. Tenant shall exercise such right, if at all, by giving Landlord written list notice at any time within the ten (10) day period immediately following the expiration of such punch-list itemsninety (90) day period. Upon the giving of such notice, this Lease shall terminate and be deemed null and void, and neither party shall have any further rights or obligations hereunder. Landlord shall cause have no liability to Tenant with respect to a holdover penalty to Tenant's landlord under its current lease, or any other consequential damages with respect to the Must-Take Space Contractor delivery of the Premises to diligently Tenant. 9.4. The term Tenant Delay as used in this Workletter means any: 9.4.1. delays caused by the failure of the Proposed or Final Plans to be complete and approved by all applicable governmental agencies and departments by the punch-list items dates set forth on herein where such list as soon as reasonably possible thereafter; provided, however, that in no event shall failure results from the completion acts or non-completion omissions of such punch-list items have Tenant or Tenant's representatives including any effect on delays resulting from the Must-Take Space Commencement Dateredesign of part or all of the Final Plans after approval by Landlord for any reason; 9.4.2. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise delays caused by Tenant's failure to comply with the specific time periods established in this Workletter; 9.4.3. delays, all of not caused by Landlord, in furnishing materials or procuring labor required for installations or work in the Premises which are not customarily provided by Landlord for office tenants in the Building, provided that Tenant shall be repaired notified of Landlord's good faith estimate of the anticipated delay promptly after discovery thereof by Landlord, and shall be given an opportunity to specify alternative materials or requirements customarily provided by Landlord for office tenants;; 9.4.4. delays resulting from a Change Order (not to exceed the amount of time agreed to pursuant to the Change Order for the extension of the Delivery Date); 9.4.5. delays, not caused by Landlord, in furnishing materials or procuring labor for completion of the Tenant Improvements; or 9.4.6. delays caused by the performance of any work or activity in the Premises by Tenant at or any of its employees, agents or contractors. 9.5. In the event of any Tenant Delay, Tenant acknowledges that the Commencement Date of the Lease Term may occur before the Premises can be occupied by Tenant’s cost, and that, as a result, Tenant may not have occupancy of the Premises for a full five months prior to the Rent Commencement Date.

Substantial Completion. For purposes Substantial Completion" of this Lease, “Substantial Completion construction of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) defined as the completion of construction of date upon which the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying Planner determines that the Must-Take Space Tenant Improvements have been substantially completed in accordance full compliance with the Must-Take Space Approved Working Drawings. Within five Final Plans, except for such items that constitute minor defects or adjustments which can be completed within thirty (530) days after occupancy without adversely affecting Tenant's use of all or any portion of the Premises (so called "Punch List" items), unless the completion of such improvements was delayed due to any Tenant Delay (defined below), in which case the date of Substantial Completion shall be the date such improvements would have been completed, but for the Tenant Delays. After the completion of the Must-Take Space Tenant Improvements, Landlord’s Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of improvements performed on the Premises. The term "Tenant Delay" shall include, without limitation, any delay in the completion of construction of Tenant Improvements resulting from (i) any delay caused by Tenant’s respective representatives shall inspect 's failure to comply with the Must-Take Space and identify provisions of this Work Letter, (ii) delay in work caused by submission by Tenant of any Tenant Change Orders, which in the punch-list items aggregate result in the delay in the construction of the Must-Take Space Tenant Improvements for more than thirty (30) days, or (iii) any delay by Tenant in timely submitting comments or approvals to the Temporary Plans or Final Plans or any delay caused by Tenant in the initial delivery of the Temporary Plans to Landlord on or before May 15, 2003, or (iv) any delay caused by Tenant's commencement of business operations in the Premises prior to the Term Commencement Date. The failure of Tenant to take possession of or to occupy the Premises solely due to Tenant Delay shall not serve to relieve Tenant of obligations arising on the Term Commencement Date or delay the payment of Rent by Tenant. EXHIBIT C ANNUAL RENTAL Base Rent Schedule The foregoing rental rates shall be applicable from and jointly prepare a written list after the Term Commencement Date. For purposes of such punch-list items. Landlord this Lease, the total Annual Rental for the Office Space payable by Tenant under this Lease for the Initial Term is as follows: Annual Monthly Lease Period Amount per RSF Total Rental Installment ------------ -------------- ------------ ----------- Months 1 to 24, inclusive $ 8.25 $ 761,838.00 $ 63,486.50 Months 25 to 72, inclusive $13.50 $1,246,644.00 $103,887.00 For purposes of this Lease, the total Annual Rental for the Data Center Space payable by Tenant under this Lease for the Initial Term is as follows: Lease Period Amount per RSF Annual Data Center Rent Monthly Installment ------------ -------------- ----------------------- ------------------- Months 1 to 72 $8.50 $30,744.50 $2,562.04 For purposes of this Lease, the total Annual Rental for the Storage Space payable by Tenant under this Lease for the Initial Term is as follows: Annual Monthly Lease Period Amount per RSF Total Rental Installment ------------ -------------- ------------ ----------- Months 1 to 18, inclusive $5.25 $ 98,301.00 $8,191.75 Months 19 to 72, inclusive $5.75 $107,663.00 $8,971.92 For purposes of this Lease, the total Annual Rental payable by Tenant for Office Space under this Lease during the Renewal Term shall cause be the Must-Take Space Contractor to diligently complete Fair Market Value Rate for Comparable Buildings in the punch-list items set forth on such list Tulsa area as soon determined as reasonably possible thereafterprovided in Exhibit "E" hereto; provided, however, that such Fair Market Value Rate shall not in no any event shall exceed $15.00 per rentable square foot per year. For purposes of this Lease, the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused total Annual Rental payable by Tenant in connection with Tenant’s move into during the Must-Take Space, Renewal Term for the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which (i) Data Center Space shall be repaired by Tenant at Tenant’s cost.$8.50 per RSF and (ii) Storage Space shall be equal to the amounts specified in Section 7.04 of this Lease. EXHIBIT D OPERATING EXPENSES

Substantial Completion. For purposes of this LeaseAt settlement, “Substantial Completion of Seller shall deliver the Must-Take Space Tenant Improvements” shall occur (Property and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been appurtenances thereto substantially completed in accordance with the MustCondominium Plat and Plans, as may be modified and amended from time to time, with all standard fixtures, appliances, and equipment listed on the attached Schedule A, as well as all Purchaser=s Options listed on the attached Schedule B. Purchaser acknowledges that any measurements shown on the Plats and Plans or otherwise quoted by Seller or Agent are approximations and that actual dimensions may not be exactly as shown. Seller shall not be required to install or provide any fixtures or appliances not actually installed in the Property at the time of Pre-Take Space Approved Working DrawingsSettlement Inspection pursuant to Section 9, unless otherwise agreed in writing to be installed by Seller. Within five (5) days after Seller shall have the date absolute right to make minor changes in the dimensions of Substantial Completion any portion of the Must-Take Space Tenant ImprovementsCondominium and to substitute materials, Landlord’s fixtures, equipment, and Tenant’s respective representatives shall inspect appliances that Seller determines to be of substantially equal quality or performance as those specified in the Must-Take Space Plat and identify the punch-list items Plans, Schedule A or B hereto, any of the Must-Take Space Tenant Improvements and jointly prepare a written list Condominium Instruments, or any sales or marketing documents. Seller further reserves the right, but shall not be obligated, to make changes in construction as may be necessitated from time to time due to the particular requirements of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion Purchaser=s or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take SpaceSeller=s mortgage lenders, the exercise Veteran=s Administration, or any other governmental authority having jurisdiction over the Property or the Condominium; or as may be otherwise required by Tenant material shortages, work stoppages, emergencies, or necessary changes to the Plat and Plans discovered in construction for reasons of its rights under Section 6.1 below impossibility, structural soundness, or aesthetics; or as may result from acts of God, labor disputes, fire or other casualty, Seller=s inability to obtain materials and/or otherwise caused labor for any options, decorator selections, or other extra work requested by TenantPurchaser and approved by Seller, all zoning requirements and laws, governmental approvals of which any kind, inclement weather, or any other similar or dissimilar causes or reasons beyond the reasonable or practical control of Seller. Any dispute involving delivery of the Property in accordance with the Plat and Plans and Schedules A and B hereto shall be repaired by Tenant at Tenant’s costsubmitted to the Architect for the project, whose decision shall be binding.

Substantial Completion. For purposes (A) Subject to any prevention, delay or stoppage due to Landlord's Force Majeure (as hereinafter defined) or attributable to any Tenant Delays, Landlord shall use reasonable speed and diligence in the construction of the Base Building Enhancements and the Tenant Improvement Work (hereinafter collectively referred to as the "Landlord's Work") so as to have the same Substantially Completed (as hereinafter defined) on or before the Estimated Commencement Date set forth in Section I . I , but Tenant shall have no claim against Landlord for failure to complete construction of the Landlord's Work except as expressly set forth in Section 3.4 below. Notwithstanding the foregoing, it is understood and agreed that Landlord shall have no responsibility for the installation or connection of Tenant's computer, telephone, other communication equipment, systems or wiring (although Landlord will reasonably cooperate with Tenant in order to facilitate the completion by Tenant of this Lease, “Substantial Completion work). (B) Landlord will reasonably cooperate with Tenant and Tenant's Construction Representative in the performance of the Must-Take Space Tenant Improvements” shall occur (Improvement Work to provide Tenant access to the Premises both prior to and during construction and the Must-Take Space right to attend all job meetings between Landlord and Contractor for the Tenant Improvements Improvement Work and to review subcontractor submittals and shop drawings. Tenant shall be deemed “Substantially Complete”) upon: (i) have the completion right to have Tenant's Construction Representative or other qualified architect, engineer or contractor inspect the quality of construction of the Must-Take Space Tenant Improvements pursuant Improvement Work and the compliance of the Tenant Improvement Work with the Tenant Plans, provided such inspection is performed at a time mutually agreeable to Landlord and Tenant and which will not cause any delay in the performance of the Landlord's Work. Landlord agrees to notify Tenant (which notice may be oral) of all job meetings held with the Contractor and related to the Must-Take Space Approved Working Drawingsscheduling, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy design, modifications, change orders, or cost reporting or pricing of the Must-Take Space and/or materially Tenant Improvement Work. Tenant shall have the right to review and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) approve change orders to any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision portion of the Must-Take Space Tenant Improvement Work proposed by Landlord or Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancywhich such approval shall not be unreasonably withheld, conditioned or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafterdelayed; provided, however, that in no event Tenant's approval of any change order which (i) materially affects the scope or quality of the Tenant Improvement Work (it being acknowledged and agreed that for the purposes hereof, the substitution of items of S:\Lcgal\Waltham\77 Founh Avcnue\Lcases\Phasc Forward (H) doc comparable quality to those shown on the Tenant Plans shall not be deemed to materially affect the scope or quality of the Tenant Improvement Work), (ii) delays the completion of the Tenant Improvement Work beyond December 31, 2008 or non-completion (iii) materially increases the costs to complete the Tenant Improvement Work shall be in Tenant's sole and unfettered discretion. (C) In addition to and not in limitation of such punch-list items have any effect the insurance required to be maintained by Landlord under Section 4.3 of this Lease, Landlord shall require the Contractor and all contractors and subcontractors performing Landlord's Work to maintain at all times during the construction of Landlord's Work commercially reasonable insurance coverages comparable to those being maintained by contractors on similar projects in the Must-Take Space Commencement DateMarket Area. Landlord shallshall use commercially reasonable efforts to cause the Contractor to name Tenant as a certificate holder and additional insured on all insurance coverages required under the Construction Contract (provided, however, that the failure or refusal by the Contractor to thus name Tenant shall not be under no obligation considered to repair be a default by Landlord of any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights obligations under Section 6.1 below and/or otherwise caused by Tenant, all this Lease). The cost of which such insurance documented as allocable to Tenant Improvement Work under this subsection (C) shall be repaired by a part of the Approved Tenant Plan Costs. (D) Landlord shall provide Tenant with at Tenant’s cost.least thirty (30) days prior written notice of the date Landlord anticipates that the Landlord's Work will be Substantially Complete (the "Anticipated Delivery Date") and shall provide Tenant with written notice of any revisions or changes to such Anticipated Delivery Date, and if the Landlord's Work is not Substantially Complete as of the Anticipated Delivery Date set forth in Landlord's notice, then the Substantial Completion Date will not be deemed to have occurred unless Tenant has been provided with at least fifteen ( 15) days prior written notice of a revised Anticipated Delivery Date and the Landlord's Work is actually Substantially Completed as of such revised Anticipated Delivery Date. The "Substantial Completion Date" shall

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space The Tenant Improvements shall be deemed “Substantially Complete”” (and “Substantial Completion” shall be deemed to have occurred) upon: upon the date upon which (i) the completion of construction of the Must-Take Space Tenant Improvements in the Premises has been substantially completed pursuant to the Must-Take Space Approved Working DrawingsConstruction Documents, with the exception of (A) any minor punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by any Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; Tenant, and (ii) the issuance by the applicable government authorities of a temporary or permanent certificate of occupancy, temporary certificate of occupancy, occupancy or its other equivalent (including, without limitation, a final inspection sign-off by approval from the City of San ▇▇▇▇) local governmental authority has been issued permitting occupancy of the Must-Take Space; and Premises (iii) such as sign off on the issuance by the Must-Take Space Architect of building inspection cards). If there shall be a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed delay in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Tenant Improvements as a result of: (a) Tenant’s request for materials, finishes or installations other than those readily or reasonably available; (b) Tenant’s request to deviate from the Building Standard Improvements; (c) Tenant’s changes in the Space Plan or Construction Documents after approval by Landlord; (d) Tenant’s failure to timely perform any obligation or provide any approval required of Tenant Improvements, hereunder (except to the extent such delay is caused by Landlord or Landlord’s and agents, employees or contractors); or (e) Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items failure to timely pay any Excess Costs; (each of the Must-Take Space foregoing, a “Tenant Delay”) then the Commencement Date of the Term of this Lease shall be the date that the Tenant Improvements would have been Substantially Complete but for such Tenant Delay, as reasonably determined by Landlord. The Tenant Improvements shall be deemed Substantially Complete notwithstanding the fact that minor details of construction, mechanical adjustments or decorations that do not materially interfere with Tenant’s use and jointly prepare a written list enjoyment of such punch-list the Premises remain to be performed (items normally referred to as “punch list” items). Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-all such punch list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costpracticable after Substantial Completion.

Substantial Completion. For purposes The Landlord Work shall be deemed to be “Substantially Complete” on the date that (i) all Landlord Work substantially and materially conforms with the Approved Construction Documents (other than any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant’s use or occupancy of the Substitution Space (“Punch List Items”)) and (ii) all governmental entities having jurisdiction over the Substitution Space have provided written validations and approvals allowing occupancy by Tenant. Time is of the essence in connection with the obligations of Landlord and Tenant under this LeaseWork Letter. Except as otherwise provided herein, Landlord shall not be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be the resulting postponement (if any) of the commencement of rental payments under the Lease and such other rights as are expressly provided in this Ninth Modification. “Tenant Delay” means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) uponLandlord Work, including: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy failure to furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (ii) Tenant’s selection of the Mustnon-Take Space and/or materially and adversely interfere with the installation building standard equipment or materials; (iii) changes requested or made by Tenant to previously approved plans and specifications; or (iv) activities or performance of its cabling, furniture, fixtures and equipment work in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Substitution Space by Tenant or under Tenant’s contractor(s) during the supervision performance of the Must-Take Space Contractor; Landlord Work, including without limitation, installation of items removed from the Expanded Premises. Landlord hereby agrees to notify Tenant of any anticipated Tenant Delay due to items (i) and (ii) above so that Tenant may decide whether to proceed with such selection or change. To the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed extent Landlord is delayed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of achieving Substantial Completion of the Must-Take Space Landlord Work due to the immediately preceding sentence, such delays shall also constitute Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costDelay.

Substantial Completion. Landlord shall give Tenant at least twenty (20) days prior written notice of the date that Landlord reasonably anticipates that the Landlord Work and Tenant Improvements will be Substantially Complete (as defined below); provided, however, Landlord’s failure to accurately estimate such date shall in no event affect the actual date of Substantial Completion or any other obligations of Landlord or Tenant hereunder. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant ImprovementsCompletion” shall occur (and upon the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) uponcompletion of the last of the following to occur: (i) the completion of construction of the Must-Take Space Landlord Work and the Tenant Improvements substantially pursuant to the Must-Take Space Approved Working DrawingsDrawings for such Tenant Improvements (each as reasonably determined by Landlordand Architect), with the exception of (A) any punch list items that which do not materially and adversely affect impair Tenant’s use and occupancy of ability to occupy the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cablingPremises for their contemplated use, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities acquisition of a certificate of occupancyoccupancy or its legal equivalent allowing occupancy of the Premises (a “Sign Off”), temporary (iii) all base building systems are operational and fully-commissioned except to the extent effected by the Tenant Improvements, which commissioning shall be part of the punchlist described below, (iv) delivery of the Premises to Tenant, and (v) delivery of a certificate of substantial completion from the Architect confirming the matters set forth in the foregoing clause (i). In the event that the Sign Off is not a final certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause diligently prosecute the Must-Take Space Contractor work necessary to diligently complete the punch-list items set forth on achieve a full certificate of occupancy and use commercially reasonable efforts to obtain such list full certificate of occupancy as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costpracticable following Substantial Completion.

Substantial Completion. For purposes (a) Landlord shall use commercially reasonable efforts to cause the Work to be "substantially completed" on or before the Second Additional Space Commencement Date, subject to delays described in Section 27.04 of the Original Lease and delays described in Paragraph 6 of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” Work Letter Agreement. The Work shall occur (be considered "substantially completed" for all purposes under this Work Letter Agreement and the MustLease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been completed (except for minor finish-Take Space Tenant Improvements shall be deemed “Substantially Complete”out and "punchlist" items) upon: (i) in substantial compliance with the completion of construction of Plan and, if applicable, the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and or when Tenant first takes occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Second Additional Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision whichever first occurs. When Landlord is of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying opinion that the Must-Take Space Work is substantially completed, then Landlord shall so notify Tenant. Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five agrees that upon such notification, Tenant will promptly (5and not later than three (3) days after the date day of Substantial Completion Landlord's notice and in any event prior to Tenant moving its equipment and property into the Second Additional Space) inspect the Second Additional Space and execute Landlord's standard punch list ("Punch List") which shall identify any uncompleted portions of the Must-Take Space Work. Tenant Improvementsagrees that at the request of Landlord from time to time thereafter, Landlord’s and Tenant’s respective representatives Tenant shall inspect promptly furnish to Landlord a revised Punch List reflecting the Must-Take Space and identify the punch-list items completion of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list any prior Punch List items. Landlord shall cause It is mutually agreed that if the Must-Take Space Contractor to diligently complete Punch List or any revised Punch List consist only of items the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of which would not materially impair Tenant's use or occupancy of the Second Additional Space or the Work is otherwise substantially completed, then, in such punch-list items have any effect event, the Second Additional Space shall be deemed to be complete and Tenant will acknowledge in writing that the Second Additional Space are complete and accept possession of the Second Additional Space. If Tenant fails to conduct such inspection or execute the Punch List, Landlord is authorized to complete and sign the Punch List on behalf of Tenant, which as so completed shall be binding upon Tenant. (b) If the Must-Take Work is not substantially completed on or before the Second Additional Space Commencement Date. Landlord shall, however, be under no obligation to repair Date by reason of any damage caused by Tenant delay (other than a delay specified in connection with Tenant’s move into the Must-Take SpaceParagraph 6 below), the exercise Amendment shall remain in effect, Landlord shall have no liability to Tenant as a result of any delay in occupancy, the Second Additional Space Commencement Date shall be extended (subject to Paragraph 6 below) to the date on which the Work is substantially completed but the expiration date of the lease term for the Second Additional Space shall not be extended. EXHIBIT B - Page 2 6. TENANT DELAYS. There shall be no extension of the Second Additional Space Commencement Date (as permissibly extended under Paragraph 5 above) if the Work has not been substantially completed on said date by Tenant reason of its rights under Section 6.1 below and/or otherwise caused by any delay attributable to Tenant, all including without limitation: (a) the failure of which shall be repaired Tenant to furnish the Plan required under Paragraph 1 above on or before the date stated in Paragraph 1 or the failure of Tenant to furnish the Working Drawings required under Paragraph 2 above on or before the date stated in Paragraph 2; (b) the failure of Tenant to comply with the requirements of Paragraph 4 above; (c) Tenant's requirements for special work or materials, finishes, or installations other than the Building Standards; (d) the performance of any other work in the Second Additional Space by Tenant at any person, firm or corporation employed by or on behalf of Tenant’s cost, or any failure to complete or delay in completion of such work; (e) any other act or omission of Tenant.

Substantial Completion. For purposes of this Lease, “Substantial Completion Landlord shall deliver possession of the Must-Take Space Premises to Tenant Improvements” shall occur ready for installation and operation of manufacturing equipment, as well as for use of office space, including without limitation readiness for installation of communication and computer systems ("Substantially Completed") in accordance with Final Plans and Final Specifications including approved changes, and Tenant must approve said completion in writing, upon the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion occurrence of construction all of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy following: 1. Construction by Landlord of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed Premises in accordance with the Must-Take Space Approved Working DrawingsFinal Plans and Final Specifications ("Landlord's Work") and delivery of a certificate to that effect to Tenant by Landlord's engineer. Within five Whenever the expression Final Plans and Final Specifications is referred to herein it shall mean the Final Plans and Final Specifications described in EXHIBIT D, plus any changes approved by the parties. 2. Acceptance by Tenant that the utility services for the Building specified in the Final Plans and Final Specifications including storm and sanitary sewer, water and electricity, and telecommunications lines (5but expressly excluding any treatment of residual water required prior to its disposal by Tenant into the park's sewer system in accordance with the provisions of section 7.02 below) days after have been fully installed 6 6 and are operational for use by Tenant. Tenant shall at its cost, execute directly with the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list suppliers of such punch-list items. Landlord shall cause services their respective contracts for the Must-Take Space Contractor to diligently complete the punch-list items set forth on supplying of such list as soon as reasonably possible thereafter; providedservices, provided however, that any payment or contribution required by any utility company (i.e. electricity, telephone or water) for the supply of the corresponding utility service other than standard hook-up and consumption fees shall be paid by Landlord in no event shall order for the completion or non-completion of such punch-list items have any effect on Premises to be considered Substantially Completed. The foregoing in the Must-Take Space Commencement Date. Landlord shallunderstanding that, however, be under no obligation with respect to repair any damage caused the water supply to the Premises for use by Tenant in connection with the Tenant’s move into the Must-Take Space, the exercise Landlord will at its own cost and expense drill and equip a water well in accordance with the Final Plan and Final Specifications, and the Landlord represents and warrants that it has and it will maintain for the duration of this Agreement the required concession or permit for the extraction of water from such well for its use by Tenant the Tenant. 3. All proposed means of its rights under Section 6.1 below and/or otherwise caused ingress, egress, parking, loading, manufacturing and office areas are available for use by Tenant, as specified in EXHIBITS A AND D. 4. All legally required permits or certificates have been issued by all required governmental authorities and obtained by Landlord (including without limitation the permits to be obtained by Landlord referred to in section 7.02 below), except as to any permit to be obtained from the Federal and State environmental authorities not relating to the construction of the Premises or the development of the industrial park where they are located, but related to the specific operation of Tenant's Intended Uses as hereinafter defined. 5. Remaining work to be done to render the Premises fully completed shall consist solely of minor details of construction, mechanical adjustments, or decoration, which will not interfere with Tenant's use and enjoyment of the Premises. When such remaining work is finally completed by Landlord and accepted by Tenant Landlord's Work and the Premises shall be repaired by Tenant at Tenant’s costconsidered as "Finally Completed". To this effect whenever the Premises and Landlord's Work is finally completed the parties hereto shall execute and deliver a Final Completion Certificate in the form of EXHIBIT E attached hereto and made a part hereof.

Substantial Completion. Landlord shall give Tenant at least twenty (20) days prior written notice of the date that Landlord reasonably anticipates that the Landlord Work and Tenant Improvements will be Substantially Complete (as defined below); provided, however, Landlord’s failure to accurately estimate such date shall in no event affect the actual date of Substantial Completion or any other obligations of Landlord or Tenant hereunder. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant ImprovementsCompletion” shall occur (and upon the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) uponcompletion of the last of the following to occur: (i) the completion of construction of the Must-Take Space Landlord Work and the Tenant Improvements substantially pursuant to the Must-Take Space Approved Working DrawingsDrawings for such Tenant Improvements (each as reasonably determined by Landlord and Architect), with the exception of (A) any punch list items that which do not materially and adversely affect impair Tenant’s use and occupancy of ability to occupy the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cablingPremises for their contemplated use, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities acquisition of a certificate of occupancyoccupancy or its legal equivalent allowing occupancy of the Premises (a “Sign Off”), temporary (iii) all base building systems are operational and fully-commissioned except to the extent effected by the Tenant Improvements, which commissioning shall be part of the punchlist described below, (iv) delivery of the Premises to Tenant, and (v) delivery of a certificate of substantial completion from the Architect confirming the matters set forth in the foregoing clause (i). In the event that the Sign Off is not a final certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause diligently prosecute the Must-Take Space Contractor work necessary to diligently complete the punch-list items set forth on achieve a full certificate of occupancy and use commercially reasonable efforts to obtain such list full certificate of occupancy as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costpracticable following Substantial Completion.

Substantial Completion. For purposes of this Lease, “Landlord will use commercially reasonable efforts to achieve Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements on or before March 1, 2009, subject to Tenant Delays, delays in agreement on the construction drawings and specifications, third party and government approvals, disputes between Landlord and Tenant and Force Majeure Delays. If Landlord is unable to achieve Substantial Completion on or before March 1, 2009, as extended for Tenant Delays, delays in agreement on the construction drawings and specifications, third party and government approvals and disputes between Landlord and Tenant and Force Majeure Delay, Tenant shall receive a credit to Minimum Annual Rent equal to one (1) day of Minimum Annual Rent for each day thereafter for which Landlord is unable to achieve Substantial Completion, which credits shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant applied to the Must-Take Space Approved Working Drawings, with the exception first payment of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment Minimum Annual Rent. If Landlord is unable to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of achieve Substantial Completion of the Must-Take Space on or before May 31, 2009, as extended for Tenant ImprovementsDelays (but not Force Majeure Delay), Landlord’s Tenant may immediately terminate this Lease by written notice to Landlord no later than June 7, 2009 as its sole and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list itemsexclusive remedy. Landlord shall cause the Must-Take Space Contractor not liable to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafterTenant for any resulting loss or damage; provided, however, that Landlord (a) will appropriately adjust the Commencement Date and (b) agrees that the Minimum Annual Rent credit referenced in no the immediately preceding paragraph shall remain in the event shall Tenant does not elect to terminate. Alternatively, if Landlord reasonably believes that it will be unable to achieve Substantial Completion on or before May 31, 2009, as extended for Tenant Delays, delays in agreement on the completion or non-completion construction drawings and specifications, third party and government approvals and disputes between Landlord and Tenant, Landlord may provide written notice of the same to Tenant, upon which Tenant may within fifteen (15) days of receipt of such punch-list items have notice, terminate this Lease by written notice to Landlord as its sole and exclusive remedy and Landlord shall promptly return to Tenant all prepaid rent previously paid to Landlord. In the event Tenant has not terminated within such time periods set forth above, this Lease shall remain in full force and effect. Landlord shall not liable to Tenant for any effect on resulting loss or damage; provided, however, that Landlord will appropriately adjust the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation shall deliver the Premises to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant clean and free of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costdebris.

Substantial Completion. For purposes of this Lease, “Substantially Completed” or “Substantial Completion of the Must-Take Space Tenant ImprovementsCompletion” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: means that (i) Landlord has completed the completion Base Building/Site Work in accordance with the Final Building and Site Plans and the Finish Work in accordance with the Working Plans, except for (x) minor elements of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, or installation that will not unreasonably interfere with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cablingPremises, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City minor details of San ▇▇▇▇) permitting occupancy construction, or elements of site work or landscaping which, in each case, do not unreasonably interfere with Tenant’s use of the Must-Take SpacePremises (collectively, “Punch List Items”), and (y) any part of the Base Building/Site Work and/or the Finish Work that is not completed due to any Tenant Delay; and (iiiii) Landlord has obtained a valid temporary or permanent certificate of occupancy for the Premises, or alternatively, Landlord has completed all Base Building/Site Work and/or Finish Work necessary to entitle Landlord to the issuance by the Must-Take Space Architect of a “Certificate temporary or permanent certificate of Substantial Completion” certifying occupancy other than any Base Building/Site Work and/or Finish Work that the Must-Take Space is not completed due to any Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working DrawingsDelay. Within five If Landlord obtains a temporary certificate of occupancy pursuant to clause (5ii) days after the date of Substantial Completion of the Must-Take Space Tenant Improvementspreceding sentence, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items Landlord agrees to obtain a permanent certificate of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list occupancy as soon as reasonably possible thereafterpracticable after the occurrence of the Commencement Date; provided, however, if Landlord has completed all Base Building/Site Work and Finish Work necessary to entitle Landlord to the issuance of a permanent certificate of occupancy, but Landlord has not obtained the permanent certificate of occupancy due to any Alterations undertaken by or on behalf of Tenant or any other action of Tenant or Tenant’s Visitors, then Landlord shall be relieved of its obligation to obtain the permanent certificate of occupancy until after Tenant completes all work and/or satisfies all conditions and requirements relating to the Alteration or action of Tenant or Tenant’s Visitors that are preventing Landlord from obtaining the permanent certificate of occupancy. After Tenant completes such work and/or satisfies such conditions and requirements, Landlord shall, as soon as reasonably practicable thereafter, obtain the permanent certificate of occupancy. If the completion of the Base Building/Site Work and/or Finish Work is delayed due to any Tenant Delays, then the Commencement Date will be deemed to be the date that the Commencement Date would have occurred but for the actual number of days of Tenant Delay. Landlord shall give Tenant notice identifying any Tenant Delay within five (5) Business Days after Landlord obtains Actual Knowledge thereof, and, unless the Tenant Delay is still ongoing at the time of Landlord’s notice to Tenant, such notice shall include Landlord’s good faith estimate of the impact such Tenant Delay had or will have on the Abatement Date, Holdover Rent Date, Termination Outside Date and date of Substantial Completion. If the Tenant Delay is ongoing at the time of Landlord’s notice to Tenant advising Tenant of the Tenant Delay, Landlord shall notify Tenant of Landlord’s good faith estimate of the impact such Tenant Delay had or will have on the Abatement Date, Holdover Rent Date, Termination Outside Date and date of Substantial Completion within a reasonable period after the Tenant Delay ends. At the appropriate time during construction at which Landlord reasonably believes that Substantial Completion will occur within thirty (30) to sixty (60) days, Landlord shall give Tenant notice thereof advising Tenant that Landlord believes that Substantial Completion will occur within thirty (30) to sixty (60) days. If Landlord requests prior to Substantial Completion (which request may be made either prior to or after the notice given to Tenant pursuant to the preceding sentence), Tenant shall reasonably cooperate with Landlord in inspecting the Premises with Landlord (and causing its architect to inspect the Premises) to identify and advise Landlord of any incomplete work or other items which Tenant believes are necessary to achieve Substantial Completion. Upon Landlord’s determination that Substantial Completion has been achieved, Landlord shall give Tenant notice thereof. If Tenant objects to any such determination made by Landlord, Tenant shall give Landlord notice, within four (4) Business Days after receiving Landlord’s notice, specifying in reasonable detail why Tenant believes Substantial Completion has not been achieved in accordance with this Section and what work or other items need to be completed in order to achieve Substantial Completion. If Tenant fails to give such a disapproval notice within such four (4) Business Day period, then Tenant shall be deemed to have accepted Landlord’s determination that Substantial Completion has occurred. Within fifteen (15) days after Substantial Completion has occurred, Landlord and Tenant shall inspect the Premises together and jointly prepare a list of Punch List Items. Landlord shall promptly (but in no event later than sixty (60) days after the list has been agreed upon, subject to Excusable Delay and except for elements of landscaping or other work that are delayed on account of cold or other adverse weather) complete the Punch List Items. If there is any Base Building/Site Work and/or Finish Work that is not completed at the time of the preparation of the initial list of Punch List Items, Tenant shall have the completion or non-right, within forty five (45) days after the completion of such punch-work, to request that Landlord inspect such work with Tenant. Within thirty (30) days after receipt of such request, Landlord and Tenant shall inspect such work and jointly prepare a supplemental list items have any effect on the Must-Take Space Commencement Dateof Punch List Items. Landlord shallshall promptly (but in no event later than sixty (60) days after the list has been agreed upon, however, be under no obligation subject to repair any damage caused by Tenant in connection with Tenant’s move into Excusable Delay and except for elements of landscaping or other work that are delayed on account of cold or other adverse weather) complete the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costsupplemental Punch List Items.

Substantial Completion. For purposes of this Lease, “5.13.1 On Substantial Completion of the Must-Take Space Tenant Improvements” Building of which the Property forms part the Vendor shall occur (procure that the Architect shall issue the certificate of Substantial Completion and a copy of such certificate shall forthwith be delivered to the Purchaser and the Must-Take Space Tenant Improvements Purchaser’s Attorney and the date stated in the Architect’s certificate shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives Property for the purpose of this Agreement. 5.13.2 The Vendor shall inspect as soon as reasonably practicable following the Must-Take Space and identify the punch-list items date of Substantial Completion of the Must-Take Space Tenant Improvements Property clear away and jointly prepare a written list remove from the Property all constructional plant materials rubbish and temporary works of every kind used for or accumulated by reason of the carrying out of the construction of the Property and shall make good any damage caused by such punch-list items. Landlord clearance and removal to the Purchaser’s reasonable satisfaction. 5.13.3 The Vendor shall cause use its best endeavours to give to the Must-Take Space Contractor Purchaser at least 14 days’ notice of the times when the Architect proposes to diligently complete make his inspections for the punch-list items set forth purpose of issuing the Certificate of Substantial Completion of the Property and/or the Works, the Schedule of Defects and the Certificate of Completion of Making Good Defects and shall afford the Purchaser and / or its representative (if any) all reasonable facilities for accompanying the Architect on such list inspections and the Purchaser and / or its representative shall have the right to make representations in regard thereto and the Vendor shall procure that the Architect shall have due regard to any such representations but subject thereto nothing herein shall ▇▇▇▇▇▇ the professional discretion of the Architect to issue the certificate of Substantial Completion, the Schedule of Defects and the Certificate of Completion of Making Good Defects (copies of which shall be provided to the Purchaser). 5.13.4 The Architect shall be entitled to issue the certificate of Substantial Completion notwithstanding the matters detailed on the Schedule of Defects aforesaid or that the planting and seeding of the landscaped areas on the Property have not been completed and the Vendor hereby undertakes to complete such planting and seeding as soon as reasonably possible thereafter; provided, however, that in no event shall accordance with the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costPlans.

Substantial Completion. For purposes of this Work Letter and the Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed term “Substantially Complete”) upon: ” or “Substantial Completion” shall mean the date on which (i) the completion of construction of Initial Improvements are completed in all material respects in substantial compliance with the Must-Take Space Final Plans (including any Material Change Orders approved by Landlord or any other change orders executed by Tenant Improvements pursuant to the Must-Take Space Approved Working Drawingsthese provisions), with the exception of (A) any excepting only minor finish and touch- up work and other items customarily considered punch list items that do not materially interfere in any material respect with the occupancy of the Premises by Tenant, (ii) the Premises may reasonably be used and adversely affect occupied by Tenant, and (iii) a certificate of occupancy or temporary certificate of occupancy and any other governmental authorizations which are necessary for Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Premises have been obtained. Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision shall promptly notify Landlord of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Initial Improvements and deliver to Landlord copies of all certificates of occupancy and other approvals from all applicable governmental entities and utility providers, and Landlord shall have the right, but no obligation, to inspect and review Tenant Improvements, Landlord’s and Tenant’s respective representatives Work for conformity with the Final Plans. Any approval by Landlord of Tenant Work shall inspect the Must-Take Space and identify the punch-list items in no way be deemed a representation or warranty of the Must-Take Space quality or fitness of the Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause Work and/or the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused construction by Tenant. Any deficiency in design, all materials or construction of which the Tenant Work shall be repaired by Tenant at solely the responsibility of Tenant’s cost, regardless of whether the Landlord had inspected and approved such work.

Substantial Completion. For purposes Tenant shall cause the Work to be "substantially completed" on or before the scheduled date of commencement of the term of the Lease as specified in Section 1 of this Second Amendment to Lease, “Substantial Completion subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Must-Take Space Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work or any other matter beyond the control of Tenant Improvements” shall occur (or beyond the control of Tenant's contractors or subcontractors performing the Work) and the Must-Take Space also subject to "Tenant Improvements Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed “Substantially Complete”to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punch1ist" items listed in such architect's certificate) upon: in substantial compliance with the Working Drawings. If the Work is not deemed to be substantially completed on or before the scheduled date of the commencement of the term of the Lease as specified in Section l of this Second Amendment to Lease, (ia) Tenant agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the completion of construction Lease shall remain in full force and effect, (c) Landlord shall not be deemed to be in breach or default of the Must-Take Space .Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant Improvements pursuant to the Must-Take Space Approved Working Drawingsas a result of any delay in occupancy (whether for damages, with the exception abatement of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take SpaceRent or otherwise), and (Bd) any tenant fixturesexcept in the event of Tenant Delays, work-stationsand notwithstanding anything contained in the Lease to the contrary, built-the Commencement Date of the Lease Term as specified in furniture, or equipment Section 1 of this Second Amendment to Lease shall be extended to the date on which the Work is deemed to be installed substantially completed and the Expiration Date of the Lease Term as specified in Section 1 of this Second Amendment to Lease shall be extended by an equal number of days. At the request of either Landlord or Tenant in the Must-Take Space by Tenant or under event of such extensions in the supervision commencement and expiration dates of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy term of the Must-Take Space; Lease, Tenant and (iii) Landlord shall execute and deliver an amendment to the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of Lease reflecting such punch-list itemsextensions. Landlord shall cause agrees to use reasonable diligence to complete all punch1ist work listed in the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costaforesaid architect's certificate promptly after substantial completion.

Substantial Completion. For purposes of this Lease, “Substantial Completion Completion" of the Must-Take Space Tenant Improvements” Improvement shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: not have occurred until (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working DrawingsLandlord's architect, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇/Architects, Inc. (the "Architect") permitting occupancy shall have delivered to Landlord and Tenant a written certificate stating that all of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in substantial accordance with the Must-Take Space Approved Working Drawings. Within five Construction Documents, except for the Punch List Items; and (5ii) days after a certificate of occupancy has been issued allowing Tenant to occupy and use the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafterLeased Premises; provided, however, that if the reason that a certificate of occupancy has not or cannot be issued is (A) because of work yet to be performed by Tenant (E.G., Tenant's Work (hereinafter defined)), or (B) due to Tenant Delays, then the failure or inability to obtain a certificate of occupancy shall not delay or prevent the occurrence of Substantial Completion. The term "Punch List Items" shall mean details of construction, decoration, and mechanical adjustment which are part of the Improvements and which in no event the aggregate, are minor in character and do not materially interfere with the Tenant's use or enjoyment of the Leased Premises. Landlord shall give Tenant not less than ten (10) days notice of the completion or nondate upon which Landlord estimates Substantial Completion to be achieved. Upon receipt of Landlord's notification, Tenant shall verbally notify Landlord of the date Tenant intends to make a walk-through inspection of the Leased Premises, such date to be on the date specified in Landlord's notice for the estimated occurrence of Substantial Completion. The EXHIBIT 10.43 Architect, the Contractor, Landlord's project representative and Tenant's project representative shall meet to review and approve of the matters to be included as Punch List Items, which approvals shall not be unreasonably withheld. Punch List Items shall be completed by Landlord at Landlord's expense. Landlord shall use its best efforts to complete all of the Punch List Items within thirty (30) days after the occurrence of Substantial Completion. At the conclusion of the walk-through inspection, Tenant will be deemed to have acknowledged that, subject only to Landlord's completion of such punchthe Punch List Items, (i) it has inspected and accepts the Leased Premises, (ii) the Leased Premises is suitable for the purpose for which it is leased, (iii) the Leased Premises is in good and satisfactory condition, and (iv) no representations as to the repair of the Leased Premises, nor promises to alter, remodel or improve the Leased Premises which have been made by Landlord remain unsatisfied. At the conclusion of the walk-list items through inspection Tenant further agrees to execute an Acceptance of Leased Premises Memorandum in the form attached hereto and made a part hereof as EXHIBIT "D", whereupon possession of the Leased Premises will be delivered to Tenant and Tenant will be deemed to have any effect on accepted the MustLeased Premises, and Tenant may thereafter occupy the Leased Premises. Tenant's failure to conduct a walk-Take Space through inspection or execute the Acceptance of Leased Premises Memorandum will not delay the occurrence of the Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s cost.

Substantial Completion. For purposes (A) Subject to any prevention, delay or stoppage due to Landlord’s Force Majeure (as hereinafter defined) or attributable to any Tenant Delays, Landlord shall use reasonable speed and diligence in the construction of the Base Building Enhancements and the Tenant Improvement Work (hereinafter collectively referred to as the “Landlord’s Work”) so as to have the same Substantially Completed (as hereinafter defined) on or before the Estimated Commencement Date set forth in Section 1.1, but Tenant shall have no claim against Landlord for failure to complete construction of the Landlord’s Work except as expressly set forth in Section 3.4 below. Notwithstanding the foregoing, it is understood and agreed that Landlord shall have no responsibility for the installation or connection of Tenant’s computer, telephone, other communication equipment, systems or wiring (although Landlord will reasonably cooperate with Tenant in order to facilitate the completion by Tenant of this Lease, “Substantial Completion work). (B) Landlord will reasonably cooperate with Tenant and Tenant’s Construction Representative in the performance of the Must-Take Space Tenant Improvements” shall occur (Improvement Work to provide Tenant access to the Premises both prior to and during construction and the Must-Take Space right to attend all job meetings between Landlord and Contractor for the Tenant Improvements Improvement Work and to review subcontractor submittals and shop drawings. Tenant shall be deemed “Substantially Complete”) upon: (i) have the completion right to have Tenant’s Construction Representative or other qualified architect, engineer or contractor inspect the quality of construction of the Must-Take Space Tenant Improvements pursuant Improvement Work and the compliance of the Tenant Improvement Work with the Tenant Plans, provided such inspection is performed at a time mutually agreeable to Landlord and Tenant and which will not cause any delay in the performance of the Landlord’s Work. Landlord agrees to notify Tenant (which notice may be oral) of all job meetings held with the Contractor and related to the Must-Take Space Approved Working Drawingsscheduling, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy design, modifications, change orders, or cost reporting or pricing of the Must-Take Space and/or materially Tenant Improvement Work. Tenant shall have the right to review and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) approve change orders to any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision portion of the Must-Take Space Tenant Improvement Work proposed by Landlord or Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancywhich such approval shall not be unreasonably withheld, conditioned or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafterdelayed; provided, however, that in no event Tenant’s approval of any change order which (i) materially affects the scope or quality of the Tenant Improvement Work (it being acknowledged and agreed that for the purposes hereof, the substitution of items of comparable quality to those shown on the Tenant Plans shall not be deemed to materially affect the scope or quality of the Tenant Improvement Work), (ii) delays the completion of the Tenant Improvement Work beyond December 31, 2008 or non-completion (iii) materially increases the costs to complete the Tenant Improvement Work shall be in Tenant’s sole and unfettered discretion. (C) In addition to and not in limitation of such punch-list items have any effect the insurance required to be maintained by Landlord under Section 4.3 of this Lease, Landlord shall require the Contractor and all contractors and subcontractors performing Landlord’s Work to maintain at all times during the construction of Landlord’s Work commercially reasonable insurance coverages comparable to those being maintained by contractors on similar projects in the Must-Take Space Commencement DateMarket Area. Landlord shallshall use commercially reasonable efforts to cause the Contractor to name Tenant as a certificate holder and additional insured on all insurance coverages required under the Construction Contract (provided, however, that the failure or refusal by the Contractor to thus name Tenant shall not be considered to be a default by Landlord of any of its obligations under no obligation this Lease). The cost of such insurance documented as allocable to repair Tenant Improvement Work under this subsection (C) shall be a part of the Approved Tenant Plan Costs. (D) Landlord shall provide Tenant with at least thirty (30) days prior written notice of the date Landlord anticipates that the Landlord’s Work will be Substantially Complete (the “Anticipated Delivery Date”) and shall provide Tenant with written notice of any damage caused by revisions or changes to such Anticipated Delivery Date, and if the Landlord’s Work is not Substantially Complete as of the Anticipated Delivery Date set forth in Landlord’s notice, then the Substantial Completion Date will not be deemed to have occurred unless Tenant in connection has been provided with at least fifteen (15) days prior written notice of a revised Anticipated Delivery Date and the Landlord’s Work is actually Substantially Completed as of such revised Anticipated Delivery Date. The “Substantial Completion Date” shall be defined as the date on which the Landlord’s Work has been Substantially Completed. “Substantial Completion” and “Substantially Completed” shall each mean the date on which (1) the Landlord’s Work has been completed except for so-called “punch-list” items of work and adjustment of equipment and fixtures the incompleteness of which do not cause unreasonable interference with Tenant’s move into use of the Must-Take SpacePremises for the Permitted Uses or Tenant’s right to lawfully occupy the Premises, and (2) permission has been obtained from the exercise applicable governmental authority (which such permission may be evidenced by the signature(s) of the appropriate municipal official(s) on the building permit for the Tenant Improvement Work) to the extent required by law, for occupancy by Tenant of its rights the Premises for the Permitted Uses. The above notwithstanding the parties shall schedule a joint inspection of the Premises at a mutually convenient time to confirm that the Landlord’s Work has been Substantially Completed and to identify any minor details, adjustments or other items of the Landlord’s Work which in accordance with good construction practice should be performed after Substantial Completion thereof (collectively, the “Punchlist Items”), if any, in writing; provided, however, such joint inspection shall take place at least five (5) business days prior to the date Landlord has notified Tenant (in accordance with the requirements of this Article III) will be the Substantial Completion Date. If after such joint inspection, Landlord and Tenant disagree as to whether the Landlord’s Work is Substantially Complete or as to the existence or nature of any Punchlist Items, and such dispute has not been resolved within ten (10) days of the joint inspection, either party shall have the right to submit such dispute to expedited arbitration under Section 6.1 below 3.7 hereof (provided, however, the during the pendency of any such dispute and/or otherwise caused by Tenantarbitration proceeding, all of which the Substantial Completion Date shall be repaired as determined by Landlord, subject to adjustment upon the resolution of the dispute by the parties or by arbitration). After Substantial Completion, Landlord shall proceed diligently to complete all Punch List Items at Landlord’s expense within sixty (60) days after the occurrence of Substantial Completion (except for items which can only be performed during certain seasons or weather, which items shall be completed diligently as soon as the season and/or weather permits). Notwithstanding anything contained herein to the contrary, in the event that Landlord is delayed in the performance of Landlord’s Work or cannot obtain permission from the applicable governmental authority for the occupancy of the Premises by reason of any Tenant at Tenant’s costDelay, then the Substantial Completion Date shall be deemed to be the date that Landlord would have achieved Substantial Completion or obtained such governmental permission, but for such Tenant Delay. Tenant agrees that no Tenant Delay shall delay commencement of the Term or the obligation to pay rent, regardless of the reason for such delay or whether or not it is within the control of Tenant or any such employee. Nothing contained in this paragraph shall limit or qualify or prejudice any other covenants, agreements, terms, provisions and conditions contained in this Lease.

Substantial Completion. For purposes Final Completion of this Lease, “Landlord’s Work. Landlord shall provide Tenant with written notice when Landlord believes that Substantial Completion of Landlord’s Work has been achieved, along with appropriate documentation to evidence the Must-Take Space same. Such notice shall be accompanied by a list of items (the “Punchlist Items”) to be completed or corrected. Promptly following delivery of such notice of Substantial Completion of Landlord’s Work, duly authorized representatives of Landlord and Tenant Improvements” shall occur (jointly inspect the Landlord’s Work. The Punchlist shall be subject to review and approval by Tenant following such joint inspection. In the event that the parties shall disagree on whether any item is properly included as part of the Punchlist Items, and the Must-Take Space Tenant Improvements parties are unable to reach agreement thereon within five (5) business days after such joint inspection, either party may submit such disagreement to the Project Architect for final determination, which determination of the Project Architect shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant binding upon Landlord and Tenant. Notwithstanding anything to the Must-Take Space Approved Working Drawingscontrary set forth herein, with the exception failure to include an item on the Punchlist does not alter the responsibility of (A) any punch list items that do not materially and adversely affect TenantLandlord to complete all of Landlord’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed Work in accordance with the Must-Take Space Approved Working DrawingsContract Documents. Within five Landlord shall complete the Punchlist Items on or before the date that is thirty (530) business days after achieving Substantial Completion of Landlord’s Work; provided, however, that Landlord shall have such additional time as may reasonably be required with diligent efforts to complete Punchlist Items of a seasonal nature (such as landscaping) which cannot or should not be performed until a later date, special order items, or other materials or workmanship delayed beyond Landlord’s control. If Landlord shall not complete all required Punchlist Items (excluding the foregoing seasonal related items, special order items, or other materials or workmanship delayed beyond Landlord’s control, however) within such thirty (30) business day period, the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s Work shall be deemed extended by the number of days of such delay, except to the extent that Tenant wrongfully interferes with Landlord in completing such Punchlist Items and TenantLandlord shall continue to diligently pursue the completion of Landlord’s respective representatives shall inspect the Must-Take Space and identify the punch-list items Work to Final Completion of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list itemsWork without material interruption. Landlord shall cause the Must-Take Space Contractor Project Architect to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall issue a Certificate of Final Completion of Landlord’s Work after the completion or non-completion of the Punchlist Items and such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which certificate date shall be repaired by Tenant at Tenant’s costthe “Date of Final Completion” hereunder.

Substantial Completion. For purposes 5.1 Landlord shall obtain building permits to construct the Tenant Improvements. The work for the Tenant Improvements shall be performed in a good and workmanlike manner, using new and high quality materials. Landlord shall obtain or cause the contractor to obtain prior to the commencement of this Leaseany construction all required building permits as required by the governing municipality, “Substantial Completion and customary commercial general liability and builders risk insurance, Tenant and its employees, agents and other representatives shall be granted reasonable access to the demised Premises and permitted to Inspect the work during normal business hours throughout the duration of the Must-Take Space construction process, as long as Tenant Improvements” and its employees, agents and other representatives shall occur (not interfere with Landlord's contractors or their subcontractors work, and shall comply with all reasonable rules and regulations established by Landlord for the Must-Take Space protection and completion or Landlord's work. 5.2 The Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) substantially completed when the completion Tenant improvements per the Space Plan are substantially completed, a certificate of occupancy issued, the Premises are in a broom-clean condition, and Tenant has reasonable access to same. 5.3 Landlord shall use its best efforts to substantially complete construction of the Must-Take Space Tenant improvements on or before the date (the "Estimated Substantial I Completion Date") that is October 16, 2000, provided that for every day that Tenant is late in delivering the $22,000.00 contribution described in Section 1.3 above automatically extends the Estimated Substantial Completion Date, but without extending the Commencement Date (notwithstanding any contrary provisions in the Lease). INITIAL 5.4 If Landlord shall be delayed at any time in the progress of the construction of the Tenant Improvements pursuant to the Must-Take Space Approved Working Drawingsby extra work, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment changes in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused construction ordered by Tenant, all of which or by strikes, lockouts, fire, delay in transportation, unavoidable casualties, rain or weather conditions, or by any other cause beyond Landlord's reasonable control, then the Estimated Substantial Completion Date shall be repaired extended by the period of such delay. However, notwithstanding the above, and subject to any qualifying provisions in the Lease, and of delays caused by either the Tenant at Tenant’s costand or City or County, should Landlord not be able to substantially complete the construction of Tenant Improvements as provided above due to a negligent eel or omission on the part of either Landlord and or its contractor's actions. then for each day Landlord fails to substantially complete the Tenant Improvements in the Premises, the Tenant shall be credited one day of free rent for each day the substantial completion of Tenant Improvements exceeds the Estimated Substantial Completion Date as provided in Paragraph 6.3 above. 8.5 In the event that the Tenant Improvements are not substantially completed by the Estimated Substantial Completion Date, the Lease shall not be invalid. but rather Landlord shall substantially complete the Tenant Improvements as soon thereafter as is possible and Landlord shall not be liable to Tenant for damages in any respect whatsoever. The existence of "punch list items," as per Section a herein shall not delay substantial completion of the Tenant Improvements for the purposes of Article 4 of the lease.

Substantial Completion. For purposes Substantial Completion" of this Lease, “Substantial Completion construction of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) defined as the completion of construction of date upon which the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation Planner or other consultant engaged by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying Landlord determines that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five Final Plans except for Punch List items (5) days after defined below), unless the completion of such improvements was delayed due to any Tenant Delay (defined below), in which case the date of Substantial Completion shall be the date such improvements would have been completed, but for the Tenant Delays. The term "Punch List" items shall mean items that constitute minor defects or adjustments which can be completed after occupancy without causing any material interference with Tenant's use of the Must-Take Space Premises. After the completion of the Tenant Improvements, Landlord’s Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of improvements performed on the Premises. The term "Tenant Delay" shall include, without limitation, any delay in the completion of construction of Tenant Improvements resulting from (i) Tenant’s respective representatives shall inspect 's failure to comply with the Must-Take Space and identify the punch-list provisions of this Work Letter, (ii) any additional time as reasonably determined by Landlord required for ordering, receiving, fabricating and/or installing items or materials or other components of the Must-Take Space construction of Tenant Improvements and jointly prepare Improvements, including, without limitation, mill work, (iii) delay in work caused by submission by Tenant of a written list request for any change order (defined below) following Tenant's approval of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete Final Plans, or for the punch-list items set forth on such list as soon as reasonably possible thereafter; providedimplementation of any change order, however, that in no event shall the completion or non-completion of such punch-list items have (iv) any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused delay by Tenant in connection timely submitting comments or approvals to the Temporary Plans or Final Plans. The failure of Tenant to take possession of or to occupy the Premises shall not serve to relieve Tenant of obligations arising on the Extension Term Commencement Date or delay the payment of Rent by Tenant. (a) Provided that as of the time of the giving of the Second Extension Notice and the Commencement Date of the Second Extension Term, (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises, and (z) no Event of Default exists or would exist but for the passage of time or the giving of notice, or both; then Tenant shall have the right to extend the Lease Term for an additional term of five (5) years (such additional term is hereinafter called the "Second Extension Term") commencing on the day following the expiration of the Extension Term (hereinafter referred to as the "Commencement Date of the Second Extension Term"). Tenant shall give Landlord written notice (hereinafter called the "Second Extension Notice") of its election to extend the term of the Lease Term at least six (6) months, but not more than nine (9) months, prior to the scheduled expiration date of the Extension Term. (b) The Monthly Rent payable by Tenant to Landlord for the first year of the Second Extension Term ("Initial Monthly Rent") and for subsequent years during the Second Extension Term ("Subsequent Years Monthly Rent") (such rent to increase over the term of the Second Extension Term) shall be the then Fair Market Rent as defined in Paragraphs (c) and (d) below. Within fifteen (15) days following Tenant's delivery of the Second Extension Notice to Landlord, Landlord shall deliver to Tenant in writing Landlord's opinion as to the Fair Market Rent, the Initial Monthly Rent and the Subsequent Years Monthly Rent for the Premises for the Second Extension Term ("Landlord's Offer") and Tenant shall have fifteen (15) days following receipt of Landlord's Offer to either accept or reject such offer ("Fifteen Day Period"). If Tenant accepts Landlord's Offer, then Tenant shall notify Landlord in writing of such the parties shall promptly execute an amendment to Lease evidencing the Fair Market Rent, the Initial Monthly Rent, and the Subsequent Years Monthly Rent for the Second Extension Term and any other material terms relating to such Second Extension Term. If Tenant rejects the Landlord's Offer and Tenant is not able to obtain Landlord's consent on an alternative determination of Fair Market Rent, the Initial Monthly Rent and the Subsequent Years Monthly Rent for the Premises for the Second Extension Term within the Fifteen Day Period, then the parties shall promptly commence the selection of a Representative as set forth in Paragraph (d) below. (c) The term "Fair Market Rent" shall mean the Initial Monthly Rent and the Subsequent Years Monthly Rent, expressed as an annual rent per Premises Square Feet, which Landlord would have received from leasing the Premises for the Second Extension Term to any person or entity unaffiliated with Tenant’s move , assuming that such space were to be delivered in its "as-is" condition, and taking into account the Must-Take Spaceprevailing market rate for comparable space in the Building and comparable buildings in the vicinity of the Building (as evidenced by recent lease transactions in the past six ( 6) months), taking into account the size of the Lease, the exercise length of the renewal term, annual market base rent escalations and the credit of Tenant. The Fair Market Rent, the Initial Monthly Rent and the Subsequent Years Monthly Rent shall not be reduced by Tenant reason of its rights under Section 6.1 any costs or expenses saved by Landlord by reason of Landlord not having to find a new tenant for such premises (including, without limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period). The determination of Fair Market Rent as described below and/or shall not affect or otherwise caused by reduce or modify the Tenant, all of which shall be repaired by Tenant at Tenant’s cost's obligation to pay or reimburse Landlord for Operating Expenses and other reimbursable items during the Second Extension Term.

Substantial Completion. For purposes of this Lease, The term “Substantial Completion Completion” shall mean that state of completion of the Must-Take Space Premises as required by the Drawings and Specifications (as defined in Exhibit “F”), as certified by Landlord’s architect and which will, except for any improvements or work to be performed by Tenant, allow Tenant Improvements” shall occur to utilize the Premises for the permitted use hereunder (and including the Must-Take Space availability of required utility services) without material interference to the customary business activities of Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) by reason of the completion of construction Landlord’s work, all as more fully described in Paragraph 17 below and Exhibit “F” attached hereto, provided that the foregoing will not be construed to relieve Tenant of the Must-Take Space obligation to install all Tenant Improvements pursuant Work (as defined in Exhibit “F”), and to the Must-Take Space Approved Working Drawings, with the exception perform all other installations of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Spacecourse of taking occupancy and moving into the Premises, properly if and (B) any tenant fixturesto the extent applicable Authorities require that such construction and other installations be completed prior to conducting final inspections or issuing a final inspection certificate, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy any of the Must-Take Space; foregoing, an “Occupancy Permit”) for the Premises (and (iii) Substantial Completion shall nevertheless be deemed to have occurred if Landlord has completed the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed (as defined in Exhibit “F”) to the extent described above, but is denied an Occupancy Permit because Tenant has failed to install any Tenant Work or to perform all other installations of its furniture, fixtures and equipment properly and in accordance with applicable Governmental Requirements). The Premises shall be deemed substantially complete even though minor or insubstantial details of construction, mechanical adjustment or decoration remain to be performed, the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection which does not materially interfere with Tenant’s move into use of the Must-Take Space, Premises or the exercise by Tenant conduct of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costbusiness therein.

Substantial Completion. For purposes of this Lease, “Substantially Completed” or “Substantial Completion of the Must-Take Space Tenant ImprovementsCompletion” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: means that (i) Landlord has completed the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed Finish Work in accordance with the Must-Take Space Approved Working DrawingsPlans, except for (x) minor details of construction that will not unreasonably interfere with Tenant’s use of the Premises (collectively, “Punch List Items”), and (y) any part of the Finish Work that is not completed solely due to a Tenant Delay; and (ii) Landlord has obtained all necessary legal approvals in order to obtain a valid temporary or permanent certificate of occupancy for the Premises or, alternatively, Landlord has completed all Finish Work necessary to entitle Landlord to the issuance of a temporary or permanent certificate of occupancy other than any Finish Work that is not completed solely due to a Tenant Delay. Within five Landlord shall use commercially reasonable efforts to complete all Punch List Items within sixty (560) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, A “Tenant Delay” will be under no obligation deemed to repair have occurred if the completion of the Finish Work is delayed due to any damage caused act or omission by Tenant in connection with or Tenant’s move into Visitors, which continues following Tenant’s receipt of written notice from Landlord of such delay, including, but not limited to, delays due to changes in or additions to the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused Finish Work requested by Tenant, all delays in submission of which shall be repaired information or estimates by Tenant beyond the time periods required by this Lease, delays in Tenant giving authorizations or approvals beyond the time periods required by this Lease, or delays due to the postponement of any work at the request of Tenant or selection of any long-lead items, provided that Landlord shall provide written notice to Tenant that any such item is a long-lead item upon Tenant’s costselection of such item and Tenant shall have a reasonable opportunity to select an alternate item.

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements Sublandlord’s Work shall be deemed “Substantially Complete”substantially complete when: (a) uponthe following are in good working order and condition, and in compliance with all applicable laws: (i) the completion of construction of Building’s structural elements and systems serving the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent Subleased Premises (including, without limitation, a final inspection sign-off by the City electrical, HVAC, and mechanical and plumbing systems, and including any portions of San ▇▇▇▇those systems that exclusively service the Subleased Premises), (ii) permitting occupancy of the Must-Take Space; fire and life safety systems serving the Subleased Premises, and (iii) the issuance Common Areas serving the Subleased Premises; and (b) all Sublandlord’s Work to be provided by Sublandlord pursuant to the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements Final Construction Drawings have been substantially completed completed, except as to any patent defects in accordance Sublandlord’s Work or uncompleted items identified on a punch list prepared and signed by Sublandlord’s representative and Subtenant’s representative after an inspection of the Subleased Premises by both such parties made at the time Subtenant takes possession, and except as to any latent defects in Sublandlord’s Work of which Subtenant notifies Sublandlord within one (1) year after possession by Subtenant. Sublandlord shall, at Sublandlord’s sole cost and expense, correct all punch list items within thirty (30) days of demand, subject to delays beyond the reasonable control of Sublandlord. In addition, as to any latent defects in Sublandlord’s Work of which Subtenant notifies Sublandlord within one (1) year after possession by Subtenant, Sublandlord shall promptly remedy same. 1. Subtenant shall, promptly following Subtenant’s use, restore to their original location and configuration any items of common furniture or equipment used by Subtenant in Common Areas located in the lower level of the Building. Subtenant shall be liable for Sublandlord’s charge for any refuse left in the in the Common Areas (other than in designated receptacles). Common Areas shall not be obstructed or encumbered by Subtenant, except to the extent permitted by the Sublease. 2. Subtenant shall at all times designate two (2) employees located in wing of the Building leased by Subtenant to act as fire wardens. Subtenant shall notify Sublandlord of such designation, including the names and contact information for such fire wardens. The parties acknowledge and agree that each floor of the Building consists of two (2) wings. 3. Sublandlord and Subtenant shall each at all times comply with applicable laws and regulations concerning protocols arising from Coronavirus disease 2019 (COVID-19), including any occupancy limitations applicable to the Must-Take Space Approved Working DrawingsCommon Areas, including the Fitness Facility, Executive Business Center, and dining facility / cafeteria. Within In addition, Sublandlord and Subtenant shall each (a) use commercially reasonable efforts to promptly notify the other if any employee, guest, or invitee of the notifying party who has been in the Building has tested positive for COVID-19 (without identifying any such employee, guest, or invitee), and (b) perform COVID-19 contact tracing per the programs established for each party (which programs shall comply with applicable laws, if any) and each party shall promptly notify the other if such contact tracing implicates any employee, guest, or invitee of the other party. 4. Sublandlord reserves the right to require Subtenant to use, in common with Sublandlord, reasonable scheduling and communication system(s) and procedure(s) for: (a) maintenance and repair issues, (b) use of the freight elevator, (c) use of the loading dock, and (d) use of the Common Areas, including requests for exclusive use of portions of the Common Areas, and for use of Common Area conference room audio visual and technical support. Except in connection with Subtenant’s use of the Executive Briefing Center, Sublandlord and Subtenant shall deliver to the other any request for exclusive use of a portion of the Common Areas at least five (5) business days after in advance. 5. Any third-party vendor serving of food and/or installing temporary furniture and equipment, in the date Common Areas shall supply to Sublandlord evidence of Substantial Completion insurance in advance which complies with the requirements of the Must-Take Space Tenant ImprovementsSublease. 6. Subtenant is responsible for the delivery to and pick up from the loading dock area of all mail delivered by the United States Post Office. Subtenant shall have access to the loading dock area only during business days (excluding holidays) between 9:00am and 5:00pm (“Loading Dock Hours”); provided that, Landlord’s and Tenant’s respective representatives shall inspect if Subtenant requires loading dock access outside of Loading Dock Hours, then Sublandlord will furnish the Must-Take Space and identify the punch-list items same provided Subtenant gives Sublandlord advance notice of such requirement (by 2:00 p.m. of the Must-Take Space Tenant Improvements same day for access needed Monday through Friday, and jointly prepare by 2:00 p.m. on Friday for access needed on Saturday or Sunday). Subtenant shall pay for access outside of the Loading Dock Hours at the rate of $50.00 per hour of access (with a written list minimum of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafterone (1) hour of access); provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shallthat, however, be under no obligation to repair any damage caused by Tenant in connection with Tenantfor Subtenant’s initial move into the Must-Take SpacePremises, Sublandlord shall waive such hourly charge for one (1) period of up to eight (8) hours of such access on a Saturday selected by Subtenant. 7. Sublandlord and Subtenant shall each use commercially reasonable efforts to promptly notify the exercise other of any threat of workplace violence by Tenant any of its rights under Section 6.1 below and/or otherwise caused by Tenantemployee, all guest, or invitee of which the notifying party that threatens the safety of persons or property damage. 8. Sublandlord and Subtenant shall be repaired by Tenant at Tenant’s costeach cause their respective employees to use reasonably prudent hygienic practices in the cafeteria and Fitness Facility, including but not limited to the wiping down with disinfectant of any affected surfaces after each use.

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant The Improvements shall be deemed to be substantially completed on the date (the “Substantially CompleteSubstantial Completion Date”) upon: that Landlord delivers to Tenant (i) a copy of an architect's certificate (the “Architect's Certificate”) of substantial completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying indicating that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion Plans and Specifications, subject only to specifically identified “punchlist” items which do not materially affect Purchaser’s ability to take possession of the Must-Take Space Tenant ImprovementsImprovements in order to commence Purchaser’s construction activities thereto (the “Punchlist Items”), Landlord’s and Tenant’s respective representatives shall inspect (ii) a certificate of compliance from the Must-Take Space local governmental authorities having jurisdiction confirming that the Building complies with the applicable development ordinance and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafterbuilding code (provided; provided, however, that in no event shall a certificate of compliance may be conditioned only upon the completion of incomplete work so long as the incomplete work or non-conditions noted thereon do not prevent Buyer from taking possession of the Improvements in order to commence Purchaser’s construction activities thereto, and such incomplete work is included in the scope of the Punchlist Items which Seller will remain responsible for completing after Closing pursuant to the Punchlist Letter and Punchlist and Construction Escrow Agreement)(the “Certificate of Compliance”). Purchaser shall have the right to be present during the determination of the Punchlist Items, and the Punchlist Items shall be limited to minor items that do not affect the use, occupancy, or permitting of all or any portion of the Improvements. Prior to the expiration of the Contingency Period, the parties shall reasonably agree upon the Punchlist Items and the amount of Funds (as defined in the Punchlist and Construction Escrow Agreement) to be escrowed pursuant to the Punchlist and Construction Escrow Agreement. As used herein, the terms “Substantial Completion” and “Substantially Complete” mean the completion of the Improvements in accordance with the previous sentence. The parties acknowledge and agree that: a Certificate of Compliance does not authorize occupancy of the Building and Improvements for their intended end-use, including without limitation the receipt, storage, shipping or stocking of inventory, or other commencement of business operations; that a certificate of occupancy or its equivalent (temporary or permanent) will be necessary for such punch-list items have any effect on occupancy; and that a certificate of occupancy will be conditioned upon Purchaser’s completion of the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation improvements Purchaser plans to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costmake.

Substantial Completion. For purposes of this Lease, Landlord shall cause the Work to be “Substantial Completion of the Must-Take Space Tenant Improvementssubstantially completed” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: on or before (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space3rd Floor North Scheduled Completion Date, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance 3rd Floor South Scheduled Completion Date, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the applicable government authorities Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work or any other matter beyond the control of Landlord (or beyond the control of Landlord’s contractors or subcontractors performing the Work) and also subject to “Tenant Delays” (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be “substantially completed” for all purposes under this Work Letter and the Lease if and when Landlord’s architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for “punchlist” items listed in such architect’s certificate) and reasonably approved by Tenant in substantial compliance with the Working Drawings and Landlord has obtained a certificate of occupancy, temporary certificate of occupancy, occupancy or its equivalent (including, without limitation, a final inspection sign-off by “signed off” job cards with respect to the City of San ▇▇▇▇) permitting occupancy respective portion of the Must-Take Space; and (iii) Work. If the issuance by applicable portion of the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been Work is not deemed to be substantially completed in accordance with on or before the Must-Take Space Approved Working Drawings. Within five (5) days after the scheduled date of Substantial the 3rd Floor North Commencement Date or the Third Floor South Scheduled Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Date(a) Landlord shall cause the Must-Take Space Contractor agrees to diligently use reasonable efforts to complete the punch-list items set forth on such list Work as soon as reasonably possible practicable thereafter; provided, however(b) the Lease shall remain in full force and effect, that except as otherwise provide in the Lease, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Work Letter as a result thereof and except as and to the extent expressly provided in the Lease, Landlord shall have no event liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except to the extent of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the 3rd Floor North Commencement Date of the Lease Term as specified in Section 1.5 of the Lease shall be extended to the completion or non-completion of such punch-list items have any effect date on which the Must-Take Space Commencement DateWork is deemed to be substantially completed. Landlord shall, however, be under no obligation agrees to repair any damage caused by Tenant use reasonable diligence to complete all punchlist work listed in connection with Tenantthe aforesaid architect’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costcertificate promptly after substantial completion.

Substantial Completion. For Substantially completed" and "substantial ---------------------- completion" shall mean the date when Landlord's Work, except for work then remaining to be done, if any, consisting of minor "punchlist item" shall have reached that stage of completion such that Tenant could either use and occupy the Premises or complete Tenant's Work without substantial interference by reason of those items still required to complete Landlord's Work and Landlord obtains a certificate of occupancy permitting Tenant to use the Premises for the uses permitted herein. If a temporary certificate of occupancy is issued subject to conditions which require the completion of Landlord's Work, Landlord shall with reasonable diligence complete such work and satisfy such conditions. Subject to the above, the taking of possession of the Premises or any portion or portions thereof by Tenant following Tenant's receipt of notice from Landlord of substantial completion of Landlord's Work in respect thereof, or otherwise, shall be conclusive evidence that substantial completion was, in fact, achieved, but Tenant shall have forty-five (45) days after Tenant's receipt of Landlord's notice of substantial completion to give Landlord notice of any "punch list" items remaining to be completed. In the event that any requests for changes or additions in Landlord's Work are made by Tenant and approved by Landlord, which approval shall not be unreasonably withheld, and such requests extend the estimated time for substantial completion of Landlord's Work, such estimate to be determined solely by Landlord or Landlord's contractors or subcontractors hired to perform said required work, then for the purposes hereof, Landlord's Work shall be deemed to have been substantially completed at such time as, in the sole reasonable judgment of Landlord or said contractors or said subcontractors, Landlord's Work would have been substantially completed except for the delay caused by or in any manner related to the requests of Tenant made as aforesaid. Notwithstanding the foregoing, in the event that Tenant shall commence day-to-day operations in the Premises prior to when Landlord's Work has been substantially completed, then for all purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements Landlord's Work shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after on the date of Substantial Completion Tenant commenced such day-to-day operations in the Premises. Tenant acknowledges that the Premises are currently occupied by another tenant who is obligated to vacate the Premises by no later than January 31, 1998. Except as herein expressly set forth, Landlord shall incur no liability for its failure to deliver possession of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s cost.Premises

Substantial Completion. For purposes of this Lease, “Substantial Completion Completion” of construction of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Second Expansion Improvements shall be deemed defined as the date upon which the Space Planner or other consultant engaged by Landlord determines that the Second Expansion Improvements have been substantially completed except for Punch List items (defined below), unless the completion of such improvements was delayed due to any Tenant Delay (defined below), in which case the date of Substantial Completion shall be the date such improvements would have been completed, but for the Tenant Delays. The term “Substantially Complete”) upon: (i) Punch List” items shall mean items that constitute minor defects or adjustments which can be completed after occupancy without causing any material interference with Tenant’s use of the Second Expansion Premises. After the completion of the Second Expansion Improvements, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of improvements performed on the Second Expansion Premises. The term “Tenant Delay” shall include, without limitation, any delay in the completion of construction of the Must-Take Space Tenant Second Expansion Improvements pursuant resulting from (i) Tenant’s failure to the Must-Take Space Approved Working Drawings, comply with the exception provisions of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cablingthis Work Letter, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) any additional time as reasonably determined by Landlord required for ordering, receiving, fabricating and/or installing items or materials or other components of the issuance by the applicable government authorities construction of a certificate of occupancySecond Expansion Improvements, temporary certificate of occupancy, or its equivalent (including, without limitation, mill work, (iii) delay in work caused by submission by Tenant of a final inspection sign-off request for any change order (defined below) following Tenant’s approval of the Final Plans, or for the implementation of any change order, or (iv) any delay by Tenant in timely submitting comments or approvals to the City Temporary Plans or Final Plans. The failure of San Tenant to take possession of or to occupy the Second Expansion Premises (or any portion thereof) shall not serve to relieve Tenant of obligations arising on the Second Expansion Commencement Date or delay the payment of rent or other sums payable by Tenant under and as set forth in the Lease. BROKERAGE SERVICES Office Buildings July 21, 2006 CBRE CB ▇▇▇▇) permitting occupancy ▇▇▇ ▇▇▇▇▇ CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ T ▇▇▇ ▇▇▇ ▇▇▇▇ F ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Senior Vice President Office Buildings/Corporate Services ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Eschelon Telecom, Inc. ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dear Phil: On behalf of the Must-Take Space; and (iii) Parkside office building, we would like to thank you for your patience over the issuance by last few months as we have worked through the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion sale of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items building. Eschelon Telecom is a valued tenant of the Must-Take Space Tenant Improvements Parkside Tower and jointly prepare a written list we are excited about the prospect of such punch-list itemsexpanding their presence in the building. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; providedLandlord: Parkside Salt Lake Corporation Tenant: Eschelon Telecom, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s cost.Inc.

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant ImprovementsCompletion” shall occur (and the Must-Take Space Tenant Improvements shall be deemed or “Substantially Complete”) upon: (i) ” means that Landlord’s Work has been sufficiently completed such that the Premises is suitable for its intended purpose, notwithstanding any minor or insubstantial details of construction, decoration or mechanical adjustment that remain to be performed. Landlord will use commercially reasonable efforts to Substantially Complete Landlord’s Work on or before September 14, 2012. Landlord shall give Tenant written notice of the of the substantial completion of construction Landlord’s Work along with a proposed date for inspection thereof and Landlord and Tenant (or their respective agents or contractors) shall conduct an inspection of the Must-Take Space Landlord’s Work and develop a punch list of all items of the Landlord’s Work which are not complete or which require correction (the “Punch List”). Landlord shall complete and/or correct all items on the Punch List promptly after Landlord receives the Punch List and shall give Tenant Improvements pursuant to written notice when all of the Must-Take Space Approved Working Drawingsitems on the Punch List have been completed and/or corrected. Any items not on the Punch List which could have, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation reasonable diligence, been discovered by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of ▇▇ and included on the Must-Take Space; and (iii) the issuance Punch List shall be deemed accepted by the Must-Take Space Architect of Tenant. If Tenant fails to appear for inspection or fails to arrange a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance different date for inspection with the Must-Take Space Approved Working Drawings. Within Landlord within five (5) business days after receipt of Landlord’s notice of substantial completion, Tenant shall be deemed to have agreed that no items exist that are incomplete or require correction and therefore Landlord’s Work has been completed and Landlord shall not be required to complete or correct any such items which may in fact exist; or at Landlord’s election, Landlord may prepare and approve the date of Substantial Completion Punch List on Tenant’s behalf. Landlord and ▇▇▇▇▇▇ agree to cooperate with each other in scheduling the inspections of the Must-Take Space Tenant Improvements, Premises and the Landlord’s Work described in this Paragraph 2, to make their respective personnel and Tenant’s respective representatives shall inspect available on reasonable notice to attend such inspections and develop the Must-Take Space Punch List within the inspection time described in this Paragraph 2 and identify the punch-list items to act reasonably in determining whether or not an item of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause Landlord’s Work should be included in the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costPunch List.

Substantial Completion. For purposes Landlord shall use commercially reasonable efforts to cause the Required Base Building Improvements to be Substantially Complete on or before February 1, 2014, subject to Force Majeure Events and Tenant Delays. Landlord will give Tenant at least thirty (30) days' prior written notice of this Lease, “the date on which the Required Base Building Improvements are anticipated to be Substantially Complete (the "Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Date"). "Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, " or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of "Substantial Completion” certifying " shall mean that the Must-Take Space Tenant Required Base Building Improvements have been substantially completed in accordance with the Must-Take Space Approved Working DrawingsBuilding Plans and, with respect to the Warm Shell Improvements only, completed in accordance with the Building Plans except for minor omissions, mechanical adjustments and items of the type customarily found on an architectural punchlist that will not interfere with or delay completion of the Tenant Improvements ("Punchlist Items"). Within Landlord and Tenant shall then 'mange a mutually convenient time, no later than five (5) business days after the date of anticipated Substantial Completion Date specified in Landlord's notice, for Tenant and/or Tenant's Architect (as defined below) and Landlord and/or ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ("Landlord's Architect") to conduct a walk-through inspection of the Must-Take Space Tenant Warm Shell Improvements. During the inspection, Landlord’s 's Architect shall compile a list of the Punchlist Items yet to be completed, which list shall be reviewed and approved by Tenant’s respective representatives 's Architect, with such approval not to be unreasonably withheld, conditioned or delayed. If Tenant or Tenant's Architect shall fail to inspect the Must-Take Space Warm Shell Improvements within five (5) business days after the Substantial Completion Date specified in Landlord's notice, the Warm Shell Improvements shall be deemed completed and identify satisfactory in all respects, and the punch-list items Substantial Completion Date shall be the date set forth in Landlord's notice. Landlord's failure to have Substantially Completed the Required Base Building Improvements by February 1,2014, subject to Force Majeure Events and Tenant Delays, shall be governed by the provisions of Section 2.2 of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costLease.

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor Work to diligently be "substantially completed" on or before the scheduled date of commencement of the Term subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work or any other matter beyond the control of Landlord (or beyond the control of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's general contractor issues a written certificate to Landlord and Tenant certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in such architect's certificate) in substantial compliance with the Working Drawings, or when Tenant first takes occupancy of the 2006 Expansion Space, whichever first occurs. If the Work is not deemed to be substantially completed on or before the scheduled date of the Commencement Date of the Term, (a) Landlord agrees to use reasonable efforts to complete the punch-list items set forth on such list Work as soon as reasonably possible practicable thereafter; provided, however(b) the Lease shall remain in full force and effect, that (c) Landlord shall not be deemed to be in breach or default of the Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Term shall be extended to the completion date on which the Work is deemed to be substantially completed and the expiration date of the Term shall be extended by the number of days by which the Commencement Date was extended together with the number of days required to make the Term expire on the next occurring last day of the month. At the request of either Landlord or non-completion Tenant in the event of such punch-list items have any effect on extensions in the Must-Take Space Commencement Datecommencement and expiration dates of the Term, Tenant and Landlord shall execute and deliver an amendment to the Lease reflecting such extensions. Landlord shall, however, be under no obligation agrees to repair any damage caused by Tenant use reasonable diligence to complete all punchlist work listed in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costaforesaid general contractor's certificate promptly after substantial completion.

Substantial Completion. For purposes of this Lease, “(i) Upon Substantial Completion of any Material Alteration, Tenant shall provide written notice thereof to Landlord, together with supporting documentation therefor. Landlord shall endeavor to advise Tenant whether or not, in Landlord's reasonable discretion, the Must-Take Space conditions for Substantial Completion have been satisfied, or whether Tenant Improvements” has failed to submit adequate and sufficient evidence to permit Landlord to issue its determination within fifteen (15) Business Days from ▇▇▇▇▇▇▇▇'s receipt of Tenant's notice. If in reasonable discretion of Landlord the conditions for Substantial Completion have not been satisfied, Landlord shall occur also endeavor to advise Tenant of the reasons for Landlord's determination within such fifteen (and 15) Business Day period. Any dispute as to whether Substantial Completion of any Material Alteration has occurred shall be resolved pursuant to Article 34. The failure by Landlord to advise Tenant in writing as to whether the Must-Take Space Tenant Improvements conditions for Substantial Completion have been satisfied and, if not, to identify the conditions that have not been satisfied, within such fifteen (15) Business Day period shall be deemed “to constitute an acknowledgement by Landlord that the Material Alteration has been Substantially Complete”Completed. (ii) uponUpon Substantial Completion of any Material Alteration, Tenant shall deliver the following to Landlord: (i) the completion of construction a certification of the Must-Take Space Tenant Improvements pursuant Architect (certified to Landlord), in a form that is customary and consistent with industry standards taking into account the Must-Take Space Approved Working Drawings, with scope and the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy nature of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cablingwork performed, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have Construction Work in question has been substantially completed Substantially Completed in accordance with the Must-Take Space Approved Working Drawings. Within five Plans and Specifications therefor and that the Improvements constructed pursuant to such Construction Work comply with the Building Code of New York City and all other Requirements; and (5ii) days after the date of Substantial Completion a copy of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect temporary Certificate of Completion or Certificate of Occupancy for the Must-Take Space and identify entire Premises (or the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costrelevant portion thereof).

Substantial Completion. For purposes of this Lease, “(i) Upon Substantial Completion of the Must-Take Space Initial Renovation Work, Tenant Improvements” shall occur provide written notice thereof to Landlord, together with supporting documentation therefor. Landlord shall endeavor within fifteen (15) Business Days from Landlord's receipt of Tenant's notice to advise Tenant whether or not, in Landlord's reasonable discretion, the conditions for Substantial Completion have been satisfied, or whether ▇▇▇▇▇▇ has failed to submit adequate and sufficient evidence to permit Landlord to issue its determination. If in reasonable discretion of Landlord the Must-Take Space conditions for Substantial Completion have not been satisfied, Landlord shall also endeavor to advise Tenant Improvements of the reasons for Landlord's determination within such fifteen (15) Business Day period. Any dispute as to whether Substantial Completion of the Initial Renovation Work has occurred shall be resolved pursuant to Article 34. The failure by Landlord to advise Tenant in writing as to whether the conditions for Substantial Completion have been satisfied and, if not, to identify the conditions that have not been satisfied, within such fifteen (15) Business Day period shall be deemed “to constitute an acknowledgement by Landlord that the Initial Renovation Work has been Substantially Complete”Completed. (ii) uponUpon Substantial Completion of the Initial Renovation Work, Tenant shall deliver the following to Landlord: (i) the completion of construction a certification of the Must-Take Space Tenant Improvements pursuant Architect (certified to Landlord), in a form that is customary and consistent with industry standards taking into account the Must-Take Space Approved Working Drawings, with scope and the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy nature of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cablingwork performed, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have Construction Work in question has been substantially completed Substantially Completed in accordance with the Must-Take Space Approved Working Drawings. Within five Plans and Specifications therefor and that the improvements constructed pursuant to such Construction Work comply with the Building Code of New York City and all other Requirements; and (5ii) days after the date of Substantial Completion a copy of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect temporary Certificate of Completion or Certificate of Occupancy for the Must-Take Space and identify entire Premises (or the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costrelevant portion thereof).

Substantial Completion. For purposes of this Lease, “The Constructor shall notify the Management Group when it considers Substantial Completion of the Must-Take Space Tenant Improvements” Work or a designated portion to have been achieved. The Management Group shall occur (promptly conduct an inspection to determine whether the Work or designated portion can be occupied or utilized for its intended use by the Owner without excessive interference by the Constructor in completing any remaining unfinished Work. If the Management Group determines that the Work or designated portion has not reached Substantial Completion, the Management Group shall promptly compile a list of items to be completed or corrected so the Owner may occupy or utilize the Work or designated portion for its intended use. The Constructor shall promptly complete all items on the list. When Substantial Completion of the Work or a designated portion is achieved, the Constructor shall prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, and the Must-Take Space Tenant Improvements respective responsibilities of the Owner and Constructor for interim items such as security, maintenance, utilities, insurance and damage to the Work, and fixing the time for completion of all items on the list accompanying the Certificate. The Certificate of Substantial Completion shall be deemed “Substantially Complete”) upon: (i) submitted by the completion of construction of the Must-Take Space Tenant Improvements pursuant Constructor to the Must-Take Space Approved Working Drawings, with Management Group and Owner for the exception Owner's written acceptance of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment responsibilities assigned in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed Certificate. Unless otherwise provided in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that , warranties required by the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after Contract Documents shall commence on the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect Work or a designated portion. Upon acceptance by the Must-Take Space and identify the punch-list items Owner of the Must-Take Space Tenant Improvements Certificate of Substantial Completion, the Owner shall pay to the Constructor the remaining retainage held by the Owner for the Work described in the Certificate of Substantial Completion less a sum equal to two hundred percent (200%) of the estimated cost of completing or correcting remaining items on that part of the Work, as agreed to by the Owner and jointly Constructor as necessary to achieve Final Completion. Uncompleted items shall be completed by the Constructor in a mutually agreed time frame. The Owner shall pay the Constructor monthly the amount retained for unfinished items as each item is completed. PARTIAL OCCUPANCY OR USE The Owner may occupy or use completed or partially completed portions of the Work when (a) the portion of the Work is designated in a Certificate of Substantial Completion, (b) appropriate insurer(s) consent to the occupancy or use, and (c) public authorities authorize the occupancy or use. The Constructor shall not unreasonably withhold consent to partial occupancy or use. Owner shall not unreasonably refuse to accept partial occupancy. FINAL COMPLETION AND FINAL PAYMENT Upon notification from the Constructor that the Work is complete and ready for final inspection and acceptance, the Management Group shall promptly conduct an inspection to determine if the Work has been completed and is acceptable under the Contract Documents. When the Work is complete, the Constructor shall prepare for the Owner's acceptance a written list final application for payment stating that to the best of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; providedConstructor's knowledge, however, that in no event shall the completion or non-completion of such punch-list items have any effect and based on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take SpaceOwner's inspections, the exercise by Tenant Work has reached final completion in accordance with the Contract Documents. Final payment of its rights under Section 6.1 below and/or otherwise caused by Tenant, all the balance of which the Construction Control Estimate shall be repaired made to the Constructor within twenty (20) Days after the Constructor has submitted an application for final payment, including submissions required under Subparagraph 18.8.4, and a Certificate of Final Completion has been executed by Tenant the Owner and Constructor. Final payment shall be due on the Constructor's submission of the following to the Owner: an affidavit declaring any indebtedness connected with the Work, e.g. payrolls or invoices for materials or equipment, to have been paid, satisfied or to be paid with the proceeds of final payment, so as not to encumber the Owner's property; as-built drawings, manuals, copies of warranties and all other close-out documents required by the Contract Documents; release of any liens, conditioned on final payment being received; consent of any surety; and any outstanding known and unreported accidents or injuries experienced by the Constructor, Trade Contractors or Subcontractors at Tenant’s costthe Worksite.

Substantial Completion. For purposes of this Lease, “Substantial Completion of (a) When the Must-Take Space Tenant Improvements” shall occur (and Contractor gives notice to the Must-Take Space Tenant Improvements shall be deemed “Project Manager that the Work or such designated portion thereof is Substantially Complete”, the Project Manager will arrange for inspection by the City’s Building Official and other officials, as appropriate, unless the Project Manager determines that the Work is not sufficiently complete to warrant an inspection. (b) upon: (i) If the completion Project Manager determines that the Work or such designated portion thereof is not Substantially Completed, the Project Manager will prepare and give to Contractor a comprehensive list of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant completed or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of corrected before establishing Substantial Completion” certifying that . Contractor shall proceed promptly to complete and correct items on the Must-Take Space Tenant Improvements have been substantially completed list. Failure to include an item on such list does not alter the responsibility of Contractor to complete all Work in accordance with the Must-Take Space Approved Working DrawingsContract. Within five Upon notification that the items on the list are completed or corrected, as applicable, the Project Manager will make an inspection to determine whether the Work is Substantially Complete. Costs for additional inspection shall be deducted from any monies due and payable to Contractor. (5c) days after If the Project Manager determines that the Work or such designated portion thereof is Substantially Complete, the Project Manager will prepare a Certificate of Substantial Completion on HACLA's form, which, when signed by HACLA, shall establish the date of Substantial Completion and the responsibilities of HACLA and Contractor for security, maintenance, utilities, insurance, and damage to the Must-Take Space Tenant ImprovementsWork. The Project Manager will prepare and furnish to the Contractor a comprehensive “punch list” of items to be completed or corrected prior to Final Completion. (d) Unless otherwise provided in the Certificate of Substantial Completion, Landlord’s and Tenant’s respective representatives the Guarantee to Repair Period for the Work covered by the Certificate of Substantial Completion, shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect commence on the Must-Take Space Commencement Datedate of Substantial Completion except that Substantial Completion shall not commence the Guarantee to Repair Period for any equipment or systems that are not operational (equipment or systems shall not be considered operational if they cannot be used to provide the intended service), or are not accepted by HACLA. Landlord shall, however, be under no obligation The Guarantee to repair any damage caused Repair Period for equipment or systems which become operational and accepted subsequent to Substantial Completion will begin on the date of their written acceptance by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costHACLA.

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date 8.7.1 The Date of Substantial Completion of the Must-Take Space Tenant ImprovementsWork or designated portion thereof is the Date certified by the Design Consultant and Owner when the Work or a designated portion thereof is sufficiently complete, Landlord’s in accordance with the Contract Documents, so Owner can fully occupy and Tenant’s respective representatives shall inspect utilize the Must-Take Space and identify Work for the punch-list items use for which it is intended, with all of the Must-Take Space Tenant Improvements Project’s parts and systems operable as required by the Contract Documents. Only incidental corrective work and any final cleaning beyond that needed for Owner’s full use may remain for Final Completion. The Contractor shall be solely responsible for the cost to repair or replace any work damaged or destroyed prior to the Date of Substantial Completion. 8.7.2 When the Design Consultant and the Owner on the basis of an inspection jointly determine that the Work or designated portion thereof is substantially complete, they will then prepare a written Certificate of Substantial Completion which shall establish the Date of Substantial Completion, shall state the responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, and insurance, and shall fix the time within which the Contractor shall complete the items listed therein. Warranties required by the Contract Documents shall commence on the Date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Contractor shall provide operation & maintenance manuals, and operation training to the Owner as required by the Contract Documents prior to Substantial Completion. The Owner’s occupancy of incomplete work shall not alter the Contractor’s responsibilities pursuant to this section. 8.7.3 The acceptance of Substantial Completion payment shall constitute a waiver of all claims by the Contractor and its Subcontractors except those previously made in writing and identified by the Contractor as unsettled at the time the Contractor submits the Application for Payment for Substantial Completion, and except for the retainage sums due at final acceptance. The Contractor shall indemnify and hold the Owner harmless against any claims by its Subcontractors that are waived because they were not made in writing and identified by the Contractor as unsettled when the Contractor submitted the Application for Payment for Substantial Completion. 8.7.4 The issuance of the Certificate of Substantial Completion does not indicate final acceptance of the project by the Owner, and the Contractor is not relieved of any responsibility for the project except as specifically stated in the Certificate of Substantial Completion. 8.7.5 There will be two inspections by the Design Consultant at Substantial Completion: .1 To generate a list of such punch-items to be completed or corrected before Owner takes possession of the Work. .2 To check that the list itemsof items has been completed before issuing Final Payment. Landlord shall cause Any additional inspections by the Must-Take Space Design Consultant requested by Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that Punch List shall result in no event shall money being withheld from the completion or non-completion Final Payment to cover the cost of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s cost.these additional inspections

Substantial Completion. For purposes of the Lease and this LeaseWork Letter, “Substantial Completion Completion” of the MustLandlord Improvements to the Premises shall mean the date upon which Landlord shall deliver to Tenant (a) fully signed permit card(s) for the Landlord Improvements to the Premises that legally allow Tenant to fully occupy and ship/receive product at the Premises; and (b) an AIA G704-Take Space 2000 Certificate of Substantial Completion signed by Landlord’s architect with respect to the Landlord Improvements to the Premises. Notwithstanding anything to the contrary contained in the Lease or this Work Letter (including the provisions of Section 2.04 of the Lease) and Tenant’s right to construct the Additional Tenant Improvements, Tenant’s Early Access rights and rights to construct the Additional Tenant Improvements is expressly conditioned upon (i) Tenant cooperating with Landlord and General Contractor and any subcontractors engaged in the completion of the Landlord Improvements, and (ii) Tenant and Tenant’s Agents (hereinafter defined) not interfering with Landlord or General Contractor or such subcontractors access to or work in the Premises or the construction of the Landlord Improvements. If at any time Tenant’s use and/or occupancy during Tenant’s exercise of the Early Access rights or construction of the Additional Tenant Improvements causes or threatens to cause any delay or interference with the completion of the Landlord Improvements, Landlord has the right to immediately revoke Tenant’s privilege to access, use and/or partially occupy the Premises for Early Access or to construct the Additional Tenant Improvements and such interference actually caused by Tenant shall be deemed a “Tenant Delay.” shall occur (Tenant agrees that such Early Access and the Must-Take Space construction of the Additional Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction governed under all of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawingsterms, with the exception of (A) any punch list items that do not materially covenants, conditions and adversely affect Tenant’s use and occupancy provisions of the Must-Take Space and/or materially Lease and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costthis Work Letter.

Substantial Completion. For purposes Landlord shall notify Tenant of this Lease, “the anticipated date of substantial completion of Landlord's Construction ("Substantial Completion of Date") in a notice given at least five (5) business days prior to the MustSubstantial Completion Date stated therein. Landlord and Tenant shall thereupon set a mutually convenient time for Tenant, Landlord and Landlord's General Contractor to inspect the Additional Premises and Landlord's Construction, at which time the parties shall agree upon punch-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements list items as defined below. "Substantial Completion" as used in this Schedule shall be deemed “Substantially Complete”to occur when (a) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements Landlord's Construction has been substantially completed pursuant to the Must-Take Space Approved Working Construction Drawings, with and certified to the exception of (A) any punch parties by Landlord's architect; subject to decoration and minor mechanical or other punch-list items or adjustments that do not materially interfere with Tenant's use of the Additional Premises ("Punch-List Items"), and adversely affect Tenant’s use (b) a final inspection approval or other required written approval of governmental authority shall have been issued permitting Tenant to occupy the Additional Premises. Upon completion of the inspection, if the conditions of this paragraph have been met, Tenant shall acknowledge in writing that substantial completion of Landlord's Construction has occurred, and that the Additional Premises are accepted in their "as is" condition, subject to any Punch-List Items to be completed. Landlord shall diligently complete the Punch-List Items within a reasonable time after Tenant commences occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take SpaceAdditional Premises, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision upon completion of the Must-Take Space Contractor; (ii) Punch List Items, "Final Completion" shall be deemed to have occurred. In the issuance by event Tenant shall fail to confer with Landlord and complete the applicable government authorities above procedures in this paragraph with respect to the substantial completion of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within Landlord's Construction within five (5) business days after Landlord's notice setting forth the Substantial Completion Date, (x) Tenant shall have no right to enter the Additional Premises for the purposes of conducting its business therefrom until Tenant meets with Landlord in the Additional Premises to inspect the Additional Premises and Landlord's Construction, (y) Landlord's Construction shall be deemed completed and satisfactory in all respects and the Substantial Completion Date, if it has not then yet occurred, shall be deemed to have occurred on the date of set forth in Landlord's notice as the Substantial Completion Date. If Landlord and Tenant do not agree that substantial completion of Landlord's Construction has occurred, or they do not agree as to the contents of the MustPunch-Take Space List Items, if any, Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect specify in writing within one business day after the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenantabove described inspection, all of the manners in which shall substantial completion is claimed not to have occurred or in which the parties disagree as to Punch-List Items to be repaired by Tenant at Tenant’s cost.completed. Either party may thereafter submit any such dispute or

Substantial Completion. For purposes of this Lease, “Landlord's Contractor shall achieve "Substantial Completion Completion" of the Must-Take Space Tenant Improvements” shall occur (Improvements in accordance with the Lease and the Must-Take Space Schedule of Responsibilities attached hereto as Exhibit B-2. As used in this Work Agreement, the Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction have achieved Substantial Completion if all of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or work called for under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have Working Drawings has been substantially completed in accordance with Landlord's construction 122 contract with Landlord's Contractor and Landlord has received the Mustfinal inspection authorizing Tenant to take occupancy of the Premises. Substantial Completion does not include completion of (i) details of construction, decoration or adjustment which do not substantially interfere with Tenant's occupancy or the ability of any specialty contractors hired by Tenant to install fixtures or equipment Tenant has ordered; (ii) any punch list work which does not affect Tenant's use of the Premises and which can be completed or corrected as soon as reasonably possible after the Phase I Commencement Date or the Phase II Commencement Date; (iii) items for which Tenant requests a deferral; and/or (iv) any long-Take Space Approved Working Drawingslead or specialty items required by Tenant. Within five Landlord will give Tenant no less than ten (510) days days' advance written notice of the anticipated date of Substantial Completion so that Tenant can be prepared to take occupancy of the Premises on or immediately after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list itemsCompletion. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by will cooperate with Tenant in connection with allowing Tenant’s move into 's specialty contractors, if any, to enter the MustPremises during said ten-Take Space, the exercise by day period to complete work needed before Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costwill take occupancy.

Substantial Completion. Upon Substantial Completion of the Landlord Work, Landlord shall deliver the Premises and "Base Building", as that term is defined below, to Tenant, and Tenant shall accept the Premises and Base Building from Landlord in their then existing "as-is" condition, subject to the terms and condition contained in the Lease and Landlord's Construction Warranty (defined below). The "Base Building" shall consist of those portions of the Premises which were in existence prior to the construction of the Tenant Improvements in the Premises (including the Landlord Work). Landlord's contractor shall be designated and retained by Landlord to construct the Landlord Work. For purposes of this Lease, “"Substantial Completion Completion" of the Must-Take Space Tenant Improvements” Landlord Work in the Premises shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) upon the completion of construction of all of the MustLandlord Work in the Premises in accordance with the Base Building Specifications and all applicable Legal Requirements and Private Restrictions in effect as of the date of Substantial Completion (as the same shall be certified by Landlord's architect to Landlord and Tenant) and Landlord’s receipt of all required sign-Take Space Tenant Improvements pursuant offs directly related to the Must-Take Space Approved Working DrawingsLandlord Work by applicable governmental authorities with jurisdiction over the Project, with the exception of (A) any punch list items Punch List Items that do not materially and adversely affect Tenant’s use and occupancy impair Tenant from commencing construction of the Must-Take Space and/or materially Tenant Improvements, the Tenant Improvements and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, furniture or equipment to be installed by Tenant. Notwithstanding the foregoing, in the Mustevent that a sign-Take Space off by Tenant or under the supervision a governmental authority cannot be obtained as a result of Tenant's particular use of the Must-Take Space Contractor; (ii) Premises or any additional work to be performed by or on behalf of Tenant outside of the issuance by scope of the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent Landlord Work (including, without limitation, a final inspection the installation of any of the Tenant Improvements and/or Tenant's trade fixtures or equipment), then the receipt of such sign-off offs by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of applicable governmental authority shall not be required for Substantial Completion of the Must-Take Space Landlord Work to occur (and only the certification by Landlord's architect shall be required). In the event of any dispute between Landlord and Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items as to whether Substantial Completion of the MustLandlord Work has occurred, the sign-Take Space off and approval of the Landlord Work by the municipal building inspector shall be conclusive. Within ten (10) business days after Substantial Completion of the Landlord Work (as reasonably determined by Landlord), Tenant Improvements and Landlord shall jointly conduct a walk-through of the Premises and shall jointly prepare a written punch list ("Punch List") of such punch-list itemsitems needing additional work ("Punch List Items"); provided, however, the Punch List shall be limited to items which are required by the Base Building Specifications and any other changes mutually agreed to in writing by the parties. Landlord shall cause agrees to repair the Must-Take Space Contractor to diligently complete Punch List Items promptly following the punch-list items set forth on such list as soon as reasonably possible joint walk through but, in no event, later than thirty (30) days thereafter; provided, however, if any item on the Punch List cannot reasonably be corrected or remedied within such 30-day period, then Landlord shall have such additional time as shall be reasonably necessary to correct or remedy such item; provided, further, that the Punch List shall have no effect on Substantial Completion. If Landlord and Tenant are unable to conduct such walk-through within such ten (10) business day period due to scheduling conflicts, then the parties shall conduct the walk-through as soon as reasonably practical; provided, however, in no event shall the completion or nondate of Substantial Completion and/or the Commencement Date be impacted to accommodate such walk-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costthrough.

Substantial Completion. For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant ImprovementsCompletion” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) uponwhen: (i) the project architect has issued a certificate in the form of AIA Document G-704 indicating that the Improvements are substantially complete in accordance with the Construction Drawings and such certificate has been confirmed by Tenant, (ii) all systems and portions of the Improvements are operational as designed and the only remaining work is so minor in nature that Tenant could commence its installation of equipment and move-in process (the “Tenant Improvements Work”) and the completion of construction the remainder of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do work by Landlord would not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; Improvements Work and (iii) Landlord has obtained and delivered to Tenant a permanent certificate of occupancy for the issuance by Improvements. When Landlord believes that Substantial Completion has been achieved, Tenant and Landlord shall conduct an inspection of the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within Leased Premises within five (5) days after the such date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the in order to develop a punch-list of incomplete, minor detail items of (the Must“Punch-Take Space Tenant Improvements and jointly prepare a written list of such punchList Items”) to be completed by Landlord. In the event any items other than Punch-list itemsList Items remain to be completed, Substantial Completion shall be deemed not to have occurred. Landlord shall cause use all reasonable efforts to complete all Punch-List Items within thirty (30) days after Substantial Completion. Landlord shall use reasonable efforts to minimize interference with the Must-Take Space Contractor to diligently complete use of the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that Leased Premises by Tenant in no event shall the completion or non-completion of such punchPunch-list items have List Items. If Substantial Completion is delayed because of (a) any effect acts or omissions of Tenant or its agents, representatives, employees or contractors, or (b) Tenant requested changes in the approved Construction Drawings (collectively, “Tenant Delay”), then the Commencement Date shall not be extended, but rather shall start on the Must-Take Space Commencement date on which it would have occurred but for such event. This Lease Agreement shall remain in full effect notwithstanding any delay in Substantial Completion and Landlord shall have no liability to Tenant if Substantial Completion has not occurred on or prior to the Target Date for any reason. In the event Landlord does not cause Substantial Completion to occur within sixty (60) days from the Target Date. Landlord shall, however, as such date may be under no obligation to repair any damage caused by Tenant extended in connection with delays related to (a) events of Force Majeure or (b) a Tenant Delay, Tenant shall have the right, following Landlord’s failure to satisfy such deadline but before Substantial Completion shall occur, to terminate this Lease Agreement upon delivery of written notice thereof to Landlord and reimbursement to Landlord of all amounts paid to Tenant by Landlord prior to such date pursuant to the terms of that certain Corporate Job Creation Agreement of even date herewith by and between Landlord and Tenant’s move into the Must-Take Space, and, except as otherwise set forth in this Lease Agreement, the exercise by Tenant of its parties shall have no further rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costor obligations hereunder.

Substantial Completion. For purposes of this Lease, The “Substantial Completion of the Must-Take Space Tenant ImprovementsDate” shall occur (and be the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: date that (i) Landlord, its architect, engineer or construction manager determines that Landlord’s Work has been completed, except for (1) finishing details, minor omissions, mechanical adjustments, and similar items of the type customarily found on an architectural punch-list (the “Punch-List Items”), the correction or completion of construction which will not substantially interfere with Tenant’s occupancy and use of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, Premises; and (B2) any tenant trade fixtures, work-stationsworkstations, telecommunications or computer cabling or built-in furniture, furniture or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (“Substantial Completion”) and (ii) Tenant is legally permitted to occupy the issuance Premises (as evidenced by the applicable government authorities of a certificate of occupancy, temporary or final certificate of occupancy, or its equivalent final inspection and sign-off on the job card for Landlord’s Work, or reasonable equivalent); provided, however, (i) if Landlord is delayed in completing Landlord’s Work or in delivering possession of the Premises to Tenant as a result of any Tenant Delay, the Substantial Completion Date shall be deemed to have occurred on the date the Substantial Completion Date would have occurred in the absence of such Tenant Delay, as reasonably determined by Landlord or Landlord’s architect; and (ii) if Tenant takes possession and commences business operations in the Premises prior to the Substantial Completion Date, the Substantial Completion Date shall be deemed to have occurred on the date Tenant commences business operations in the Premises. Tenant shall be responsible for and shall pay any costs and expenses incurred by Landlord in connection with, or as a consequence of, any Tenant Delay. As used in this Lease, the term “Tenant Delay” means a delay in the completion of Landlord’s Work or the delivery of possession of the Premises to Tenant, to the extent caused by the act, omission, neglect or failure of Tenant or any of Tenant’s agents, employees, contractors or subcontractors, including, without limitation, to the extent caused by Change Order Requests. THIS CONFIRMATION AGREEMENT is entered into as of , 20 by and between CarrAmerica Realty Corporation, a final inspection sign-off by Maryland corporation (“Landlord”), and Pericom Semiconductor Corporation, a California corporation (“Tenant”), with respect to that certain Lease dated as of October 27, 2003 (the City of San “Lease”) respecting certain premises (the “Premises”) located in the building known as ▇▇▇▇ ▇▇▇▇) permitting occupancy ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. Pursuant to Section 1.A of the Must-Take Space; Lease, Landlord and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying Tenant hereby confirm and agree that the Must-Take Space Tenant Improvements have been substantially completed Commencement Date (as defined in accordance with the Must-Take Space Approved Working DrawingsLease) is , 20 and that the Termination Date (as defined in the Lease) is , 20 . Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant ImprovementsThis Confirmation Agreement supplements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare be a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Spacepart of, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s costLease.

Substantial Completion. For purposes Notwithstanding anything herein to the contrary (and only on the condition that Hewlett-Packard Company completes the purchase of this Leasethe building located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, “▇▇▇▇▇▇▇, ▇▇ from Tenant’s affiliate, Systemax Suwanee LLC), (a) in the event that the date of Substantial Completion occurs prior to April 1, 2006, Tenant hereby covenants and agrees to pay Landlord the sum of the Must-Take Space Tenant Improvements” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) $10,000.00 per day for each day between the completion date of construction of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working DrawingsSubstantial Completion and March 31, with the exception of 2006, inclusive; plus (Aii) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space$150,000.00, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying event that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion occurs between April 1, 2006 and April 30, 2006, Tenant hereby covenants and agrees to pay Landlord the sum of $5,000.00 per day for each day between the date of Substantial Completion and April 30, 2006, inclusive. Tenant agrees to deliver to Landlord any amount due Landlord under this Special Stipulation 12 within thirty (30) days following the date of Substantial Completion. Failure by Tenant to timely make such payment to Landlord shall be an automatic Event of Default hereunder. These Rules and Regulations have been adopted by Landlord for the mutual benefit and protection of all the tenants of the Must-Take Space Tenant ImprovementsBuilding in order to insure the safety, Landlord’s care and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items cleanliness of the Must-Take Space Tenant Improvements Building and jointly prepare a written list the preservation of order therein. 1. The sidewalks shall not be obstructed or used for any purpose other than ingress and egress. No tenant and no employees of any tenant shall go upon the roof of the Building without the consent of Landlord. 2. No awnings or other projections shall be attached to the outside walls of the Building. 3. The plumbing fixtures shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags or other substances, including Hazardous Substances, shall be thrown therein. 4. No tenant shall cause or permit any objectionable or offensive odors to be emitted from the Demised Premises. 5. The Demised Premises shall not be used for (i) an auction, “fire sale”, “liquidation sale”, “going out of business sale” or any similar such punch-list itemssale or activity, (ii) lodging or sleeping, or (iii) any immoral or illegal purposes. 6. No tenant shall make, or permit to be made any unseemly or disturbing noises, sounds or vibrations or disturb or interfere with tenants of this or neighboring buildings or premises or those having business with them. 7. Each tenant must, upon the termination of this tenancy, return to the Landlord all keys of stores, offices, and rooms, either furnished to, or otherwise procured by, such tenant, and in the event of the loss of any keys so furnished, such tenant shall pay to the Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such change. 8. Canvassing, soliciting and peddling in the Building and the Project are prohibited and each tenant shall cooperate to prevent such activity. 9. Landlord will direct electricians as to where and how telephone or telegraph wires are to be introduced. No boring or cutting in any structural element of the Building for wires or stringing of wires will be allowed without written consent of Landlord, which consent shall cause not be unreasonably withheld or delayed. The location of telephones, call boxes and other office equipment affixed to the Must-Take Space Contractor Demised Premises shall be subject to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; providedapproval of Landlord. 10. Parking spaces associated with the Building are intended for the exclusive use of passenger automobiles. Except for intermittent deliveries, however, that no vehicles other than passenger automobiles may be parked in no event shall the completion or non-completion of such punch-list items have any effect a parking space (other than spaces expressly designated on the Must-Take Space Commencement DatePlans for truck parking) without the express written permission of Landlord. Trucks may be parked only in truck dock positions and in other paved areas expressly designated for such purpose in the Plans. Trailers may be parked only in paved areas expressly designated for such purpose in the Plans. Neither trucks nor trailers may be parked or staged in (i) areas adjacent to truck docks, serving any portion of the Building, which are intended by Landlord shallfor truck maneuvering or (ii) any driveway, howeverdrive aisle or other paved area which provides ingress or egress for cars or trucks to or from any portion of the Building or any street adjoining the Building. 11. No tenant shall use any area within the Project for storage purposes other than the interior of the Demised Premises. The undersigned, be under no obligation Secretary of Global Equipment Company, Inc., a New York corporation (“Tenant”), hereby certifies as follows to repair any damage caused by Tenant ▇▇▇▇▇▇▇▇ Mill Business Center, LLC, a Delaware limited liability company (“Landlord”), in connection with Tenant’s move into proposed lease of premises in Building M, at ▇▇▇▇▇▇▇▇ Mill Business Center, Gwinnett County, Georgia (the Must-Take Space“Premises”): 1. Tenant is duly organized, validly existing and in good standing under the exercise by Tenant laws of its rights under Section 6.1 below and/or otherwise caused by the State of New York, and duly qualified to do business in the State of Georgia. 2. That the following named persons, acting individually, are each authorized and empowered to negotiate and execute, on behalf of Tenant, all a lease of which shall be repaired the Premises and that the signature opposite the name of each individual is an authentic signature: 3. That the foregoing authority was conferred upon the person(s) named above by Tenant the Board of Directors of Tenant, at Tenant’s costa duly convened meeting held _____________, 200__. ________________________________ Secretary [CORPORATE SEAL] THIS GUARANTY (this “Guaranty”), made and entered into this ___ day of ________, 2005, by SYSTEMAX, INC., a Delaware corporation (hereinafter referred to as “Guarantor”) in favor of ▇▇▇▇▇▇▇▇ MILL BUSINESS CENTER, LLC, a Delaware limited liability company (hereinafter called “Landlord”) and any subsequent owner or holder of the Lease (as hereinafter defined).

Substantial Completion. The Tenant Finish Work shall be deemed to be substantially completed on the date (the “Substantial Completion Date”) that Landlord delivers to Tenant (i) a copy of an architect’s certificate (the “Architect’s Certificate”) of substantial completion indicating that the Tenant Finish Work has been completed in accordance with the Plans and Specifications, subject to identified “punch-list” items which do not materially affect Tenant’s ability to use the Building and Improvements for the purpose of conducting its normal business operations or for the purpose of completing the installation of its fixtures and equipment (the “Punch List Items”), and (ii) a certificate of occupancy or equivalent authorization from local governmental authorities authorizing occupancy of the Building and Improvements for their intended purposes (provided; however, that a temporary or conditional certificate of occupancy or equivalent authorization will suffice if the remaining incomplete work or conditions do not prevent occupancy of the Building and Improvements and are either included in the scope of the Punch List Items or represent work that Tenant is responsible for completing under the Lease). Subject to Tenant Delays, Force Majeure and the other terms and conditions of this Lease, Landlord estimates that the Substantial Completion Date to occur on or before June 15, 2022 (“Scheduled Completion Date”). For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant ImprovementsDelays” shall occur (and the Must-Take Space Tenant Improvements shall be deemed “Substantially Complete”) upon: (i) the completion of construction of the Must-Take Space Tenant Improvements pursuant mean any delay which is caused or contributed to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect by Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant those acting by, for or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancyTenant, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused failure by Tenant in connection with to approve proposed plans and specifications on a timely basis, any failure of Landlord and Tenant to agree upon and approve the Plans and Specifications on or before the Plan Approval Date, or any delay resulting from any revisions that Tenant proposes to the Plans and Specifications and/or any Change Order(s) requested by Tenant’s move into the Must-Take Space. Upon an event of Force Majeure or any Tenant Delays, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which Scheduled Completion Date shall be repaired by extended for the period of any delay attributable to such event of Force Majeure or Tenant at Tenant’s costDelay.

Substantial Completion. For purposes Landlord shall notify Tenant in writing at least five (5) Business Days in advance of the estimated date of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, Tenant shall notify Landlord in writing of its objections within ten (10) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been completed. Taking of possession by Tenant shall establish the date of Substantial Completion as specified in the definition of that term and the establishment of such fact upon the taking of possession shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the taking of possession. Such taking of possession shall further establish that the Base Building is in good and satisfactory condition when possession was so taken. Tenant acknowledges that no representations as to the condition of the Premises or Base Building have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the certificate of Landlord's general contractor shall be conclusive, except that any delay in receipt of such certificate or in Substantial Completion which is caused by Tenant or Tenant's Agents shall be charged to Tenant in the amount of the daily Base Rent multiplied by the number of days of such delays. If on the date of Substantial Completion, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work and Landlord will diligently complete such Punch List Work. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the date of Substantial Completion or the Commencement Date. If the estimated date of Substantial Completion changes at any time after Landlord has given notice pursuant to this Paragraph, then Landlord shall give at least five (5) Business Days advance notice of the new estimated date of Substantial Completion. If Substantial Completion has not occurred on or before October 1, 2000 (the "First Deadline Date"), Tenant shall have the right, as its sole remedy, to one (1) day of Base Rent abatement, commencing upon the Commencement Date, for each day that the date of Substantial Completion extends beyond the First Deadline Date; provided however, that, notwithstanding anything to the contrary contained in this Lease, “in no event shall Tenant receive more than sixty (60) days of Base Rent abatement pursuant to this Section 2.5, and the initial Lease Term shall be extended one (1) day for each day of Base Rent abatement that Tenant receives pursuant to this Section 2.5. Notwithstanding anything to the contrary contained in this Lease, the First Deadline Date shall be extended for any delays in Substantial Completion caused by any acts or omissions of Tenant or Tenant's Agents, force majeure event (as set forth in Section 6.8 below) or governmental delay. If Substantial Completion has not occurred on or before December 31, 2000 (the "Second Deadline Date"), Tenant shall have the right, as its sole remedy, to terminate this Lease by notifying Landlord in writing of such election within five (5) Business Days after the Second Deadline Date, but prior to Substantial Completion. In the event of any such termination, neither Landlord nor Tenant shall have any rights, liabilities or obligations accruing under the Lease after the effective date of termination, except for such rights and liabilities which, by the terms of this Lease or at law, are obligations of the Must-Take Space Tenant Improvements” shall occur (or Landlord which expressly survive the expiration of the Lease, and the Must-Take Space Tenant Improvements any prepaid amount that has not been properly applied by Landlord shall be deemed “Substantially Complete”promptly returned to Tenant. Notwithstanding anything to the contrary contained in this Lease, the Second Deadline Date shall be extended for any delays in Substantial Completion caused by any acts or omissions of Tenant or Tenant's Agents, force majeure event (as set forth in Section 6.8 below) upon: or governmental delay; provided however, that the Second Deadline Date shall not be extended as a result of any failure to enter into the Edison Lease, as set forth in the immediately following paragraph. Landlord hereby represents and warrants to Tenant that the failure of Landlord to enter into either the Edison Lease or the side yard agreement to be executed in connection with the Edison Lease (ithe "Yard Agreement") shall not in and of itself preclude the completion of construction issuance of the Must-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, with the exception of (A) any punch list items that do not materially and adversely affect Tenant’s use and occupancy of the Must-Take Space and/or materially and adversely interfere with the installation by Tenant of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its the equivalent (including, without limitation, a final inspection sign-off by the City of San ▇▇▇▇) permitting occupancy of appropriate building inspector, with respect to the Must-Take Space; and (iii) Premises. In the issuance by the Must-Take Space Architect of a “Certificate of Substantial Completion” certifying event that the Must-Take Space Tenant Improvements have been substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (5) days after the date of Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant in connection with Tenant’s move into the Must-Take Space, the exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, all of which shall be repaired by Tenant at Tenant’s cost.after