Common use of Tenant's Delay Clause in Contracts

Tenant's Delay. (a) Any delay that shall occur in the Substantial Completion Date as the result of the following shall be a Tenant's Delay: (i) any request by Tenant that Landlord delay in the commencement or completion of Landlord's Initial Construction for any reason; (ii) any change made or requested by Tenant in any of Tenant’s Plans; (iii) any special requirements of Tenant not in conformity with Tenant’s Plans; (iv) any other act or omission of Tenant or its members, managers, officers, directors, agents, servants, contractors, architects, engineers, or employees; or (v) any reasonably necessary rescheduling of the sequence of any of Landlord's Initial Construction due to any of the causes for delay referred to in clauses (i), (ii), (iii), and (iv) of this paragraph (a) of Section 3. (b) If any delay in the Substantial Completion Date is the result of Force Majeure, and such delay would not have occurred but for any of Tenant's Delays described in paragraph (a) of this Section 3, such delay shall be deemed added to Tenant's Delays described in that paragraph. (c) In addition to Landlord's other rights and remedies under prevailing circumstances, the Term Commencement Date shall automatically be extended for the period of any delays caused by Tenant's Delay(s) or Force Majeure, but the number of days of the Initial Fixed Rent Waiver Period to which Tenant is entitled under Section 1.1 of the Lease shall be reduced by the number of days the Term Commencement Date is delayed as a result of a Tenant’s Delay. (d) If, as a result of Tenant's Delay(s), the Substantial Completion Date is delayed in the aggregate for more than sixty (60) days, Landlord may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant, and thereupon this Lease shall EAST\66392481.7 B-5 forthwith terminate without further liability or obligation on the part of either party, except that Tenant shall pay to Landlord the damages suffered by Landlord by reason of such Lease termination including, without limitation, the cost theretofore incurred by Landlord in performing and, if applicable, demolishing Landlord’s Initial Construction, plus an amount equal to Landlord's out‑of‑pocket expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to paragraph (a) of this Section 3, through the effective termination date.

Tenant's Delay. (a) Any delay that shall occur in the Substantial Completion Date as the result of the following shall be a Tenant's ’s Delay: (i) : any request by Tenant that Landlord delay in the commencement or completion of Landlord's Initial Construction ’s Work for any reason; (iii) any change made or requested by Tenant in any of TenantLandlord’s Plans; (iiiii) any special requirements of Tenant not in conformity with TenantLandlord’s Plans; (iviii) any other act or omission of Tenant or its members, managers, officers, directors, agents, servants, contractors, architects, engineers, or employees; or (viv) any reasonably necessary rescheduling of the sequence of any of Landlord's Initial Construction ’s Work due to any of the causes for delay referred to in In clauses (i), (ii), (iii), and (iv) of this paragraph (a) of Section 35. (b) If any delay in the Substantial Completion Date is the result of Force Majeure, Majeure and such delay would not have occurred but for any of Tenant's ’s Delays described in paragraph (a) of this Section 35, such delay shall be deemed added to Tenant's ’s Delays described in that paragraph. (c) In addition to Landlord's ’s other rights and remedies under prevailing circumstances, the Term Expansion Commencement Date shall automatically be extended for the period of any delays caused by Tenant's ’s Delay(s) or Force Majeure, Majeure but the number of days of rent abatement for the Initial Fixed Rent Waiver Period Additional Premises to which Tenant is entitled under Section 1.1 1(a) of the Lease this First Amendment shall be reduced by the number of days the Term Expansion Commencement Date is delayed as a result of a Tenant’s DelayDelay or Force Majeure and Tenant shall be obligated to commence the payment of Rent on the date Tenant would have commenced payment of Rent but for the Tenant Delay(s) or Force Majeure. (d) If, as a result of Tenant's ’s Delay(s), the Substantial Completion Date is delayed in the aggregate for more than sixty (60) days, Landlord may (but shall not be required to) at any time thereafter terminate this Lease the First Amendment by giving written notice of such termination to Tenant, and thereupon this Lease the First Amendment shall EAST\66392481.7 B-5 forthwith terminate without further liability or obligation on the part of either party, except that Tenant shall pay to Landlord the damages suffered by Landlord by reason of such Lease termination including, without limitation, the cost theretofore incurred by Landlord in performing and, if applicable, demolishing Landlord’s Initial ConstructionWork, plus an amount equal to Landlord's out‑of‑pocket ’s out-of-pocket expenses incurred in connection with this Leasethe First Amendment, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to paragraph (a) of this Section 35, through the effective termination date.

Tenant's Delay. (a) Any delay that shall occur in the Substantial Completion Date as the result of the following shall be a Tenant's ’s Delay: (i) any request by Tenant that Landlord delay in the commencement or completion of Landlord's ’s Initial Construction for any reason; (ii) any change made or requested by Tenant in any of TenantLandlord’s Plans; (iii) any special requirements of Tenant not in conformity with TenantLandlord’s Plans; (iv) any other act or omission of Tenant or its members, managers, officers, directors, agents, servants, contractors, architects, engineers, or employees; or (v) any reasonably necessary rescheduling of the sequence of any of Landlord's ’s Initial Construction due to any of the causes for delay referred to in clauses (i), (ii), (iii), and (iv) of this paragraph (a) of Section 35. (b) If any delay in the Substantial Completion Date is the result of Force Majeure, Majeure and such delay would not have occurred but for any of Tenant's ’s Delays described in paragraph (a) of this Section 35, such delay shall be deemed added to Tenant's ’s Delays described in that paragraph. (c) In addition to Landlord's ’s other rights and remedies under prevailing circumstances, the Term Commencement Date shall automatically be extended for the period of any delays caused by Tenant's ’s Delay(s) or Force Majeure, but the number of days of the Initial Fixed Rent Waiver Period initial rent abatement to which Tenant is entitled under Section 1.1 of the Lease shall be reduced by the number of days the Term Commencement Date is delayed as a result of a Tenant’s Tenant Delay. (d) If, as a result of Tenant's ’s Delay(s), the Substantial Completion Date is delayed in the aggregate for more than sixty (60) days, Landlord may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant, and thereupon this Lease shall EAST\66392481.7 B-5 forthwith terminate without further liability or obligation on the part of either party, except that Tenant shall pay to Landlord the damages suffered by Landlord by reason of such Lease termination including, without limitation, the cost theretofore incurred by Landlord in performing and, if applicable, demolishing Landlord’s Initial Construction, plus an amount equal to Landlord's out‑of‑pocket ’s out-of-pocket expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to paragraph (a) of this Section 35, through the effective termination date.

Tenant's Delay. (a) Any delay that shall occur in the If Substantial Completion Date shall be delayed as the a result of any of the following shall be a Tenant's Delay: (i) any request by Tenant that Landlord delay in the commencement or completion of Landlord's Initial Construction for any reason; (ii) any change made or requested by Tenant in any of Tenant’s Plans; (iii) any special requirements of Tenant not in conformity with Tenant’s Plans; (iv) any other act or omission of Tenant or its members, managers, officers, directors, agents, servants, contractors, architects, engineers, or employees; or (v) any reasonably necessary rescheduling of the sequence of any of Landlord's Initial Construction due to any of the causes for delay referred to in clauses (i), (ii), (iii), and (iv) of this paragraph (a) of Section 3. (b) If any delay in the Substantial Completion Date is the result of Force Majeure, and such delay would not have occurred but for any of Tenant's Delays described in paragraph (a) of this Section 3causes, such delay shall be deemed added considered a “Tenant Delay”: (a) Tenant’s failure to submit the Working Drawings to Landlord on or before [the date set forth in Paragraph 20]; (b) Tenant's Delays described in that paragraph.’s failure to obtain any required permits to allow construction of the TI Work; (c) Changes in the Working Drawings requested by Tenant after approval of the Working Drawings by Landlord, except to the extent such changes are necessitated by Landlord’s changes to the Base Building Plans under Paragraph 7 above; (d) Any delays in starting construction due to Tenant’s disapproval of the Trade Bid and/or the need to revise the Working Drawings to obtain revised bids, to the extent such delays continue beyond thirty (30) days after Landlord’s delivery to Tenant of notice of a Trade Bid under Paragraph 10(c) above; EXHIBIT C – PAGE 8 (e) Tenant’s request for materials, finishes or installations other than Building Standard Improvements which require a longer time than Building Standard Improvements to obtain, install or complete; (f) Tenant’s failure to comply with the Building Contractor’s, the TI Contractor’s or any subcontractor’s schedule; or (g) Delays caused by Tenant in construction. Landlord shall notify Tenant promptly after learning of any events or circumstances which Landlord believes may constitute Tenant Delay hereunder, however Landlord’s failure to so notify shall not constitute a waiver by Landlord of its right to claim a Tenant Delay has occurred. Landlord shall use good faith efforts to minimize the impact of any Tenant Delay on the Substantial Completion Date and on the Lease Commencement Date. In addition the event of any Tenant Delay, Tenant shall pay to Landlord's other rights , as additional Rent, one day’s Base Rent for each day of Tenant Delay to the extent that Tenant Delay has actually delayed the commencement of payment of Base Rent under the Lease. In addition, and remedies under prevailing circumstancesnotwithstanding any provision to the contrary contained in the Lease, the Term Commencement Date shall automatically be extended for the period of any delays caused by Tenant's Delay(s) or Force Majeure, but the number of days of the Initial Fixed Rent Waiver Period to which Tenant is entitled under Section 1.1 of if the Lease shall be reduced by the number of days the Term Commencement Date is delayed as a result of a Tenant’s due to Tenant Delay. (d) If, as a result of Tenant's Delay(s), the Substantial Completion Lease Commencement Date shall be the date when the Lease Commencement Date would have occurred if there had been no Tenant Delay. Tenant acknowledges that the length of any Tenant Delay is delayed to be measured by the duration of the delay in the aggregate for more than sixty (60) daysoccurrence of the event in question caused by the event or conduct constituting Tenant Delay, Landlord which may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice exceed the duration of such termination event or conduct due to Tenant, and thereupon this Lease shall EAST\66392481.7 B-5 forthwith terminate without further liability the necessity of rescheduling work or obligation on the part of either party, except that Tenant shall pay to Landlord the damages suffered by Landlord by reason of such Lease termination including, without limitation, the cost theretofore incurred by Landlord in performing and, if applicable, demolishing Landlord’s Initial Construction, plus an amount equal to Landlord's out‑of‑pocket expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to paragraph (a) of this Section 3, through the effective termination dateother causes.

Tenant's Delay. If there shall be a delay in the occurrence of the Commencement Date due to any of the following: (ai) Any delay that shall occur in the Substantial Completion Date of Landlord’s Work, or any portion thereof, due to any act or omission of Tenant, its contractors, subcontractors, architects, space designers, agents or employees, including, without limitation, delays in submission of information; (ii) delays in payment of any costs and expenses in excess of Landlord’s Maximum Work as set forth in this Work Agreement for more than ten (10) Business Days after demand therefor; (iii) delays beyond the result specified dates or allotted time periods in submission of the following Plans or any revised plans to Landlord or giving authorizations or approvals in accordance with the time periods set forth above or delays resulting from the fact that, under good construction practice, portions of Landlord’s Work must be scheduled after the completion of certain items of Tenant’s Office Installations; (iv) resulting from Tenant’s request for Landlord to utilize non-Building Standard materials or products in Landlord’s Work, or to perform Additional Work; or (v) any event defined in Article 1 of the body of this Lease as a Tenant Delay (any of the foregoing being called a “Tenant’s Delay”) then the Premises shall be deemed Substantially Completed on the date the Premises would have been available but for the duration of any Tenant Delay, even though work to be done by Landlord has not been commenced or completed. The parties recognize that a Tenant's Delay: (i) ’s Delay may be aggravated or extended by a strike, labor problem, materials or labor shortage, or loss of time due to construction scheduling changes occasioned by such Tenant’s Delay or other Unavoidable Delays, any request by Tenant that Landlord delay in or all of which would not have adversely affected the commencement or timely completion of Landlord's Initial Construction for any reason; (ii) any change made or requested by Tenant ’s Work in any the absence of such Tenant’s Delay and agree that the duration of Tenant’s Plans; (iii) any special requirements of Tenant not in conformity with Delay should include all delays resulting from such other causes, notwithstanding that as a result thereof, the Tenant’s Plans; (iv) any other Delay in question may substantially exceed, in duration, the length of time during which the act or omission of Tenant or its members, managers, officers, directors, agents, servants, contractors, architects, engineers, Persons Within Tenant’s Control causing such Tenant’s Delay may have occurred or employees; or (v) any reasonably necessary rescheduling of the sequence of any of Landlord's Initial Construction due to any of the causes for delay referred to in clauses (i), (ii), (iii), and (iv) of this paragraph (a) of Section 3continued. A. The following general cleaning will be performed nightly, Monday through Friday, excluding union and legal holidays: 1. All carpeting will be vacuumed once per week and carpets will be swept as needed, the remaining four (b4) If any delay nights. 2. All composition floor tiling will be swept and dust-mopped with a chemically-treated mop (for dust control) one (1) time per week. 3. All desks will be dusted. Tenant personalty and work product will not be moved. 4. Wastepaper baskets will be empties and trash removed to a designated location in the Substantial Completion Date is Premises. Plastic liners will be installed weekly in all trash receptacles at Tenant’s expense. 5. Wipe clean of all water fountains and coolers and empty of waste water B. The following lavatory service will be performed Monday through Friday, excluding union and legal holidays: 1. Porcelain fixtures will be scoured clean. 2. Both sides of toilet seats will be washed with a mild germicidal solution. 3. Bright work will be dry polished. 4. Trash receptacles will be emptied and cleaned, as needed. 5. Mirrors will be wiped clean. 6. Partitions will be wiped down, as necessary. 7. Shelves and counters will be wiped clean. 8. Floors will be mopped with a mild disinfectant. 9. Lavatory supplies will be furnished and installed at the result of Force Majeure, and such delay would not have occurred but for any of Tenant's Delays described in paragraph (a) of this Section 3, such delay ’s expense. C. The following shall be deemed added to Tenant's Delays described in that paragraphperformed weekly: 1. All chairs, tables, cabinets and attachments will be dusted weekly. Tenant personalty and work product will not be moved. (c) In addition to Landlord's other rights 2. Window ▇▇▇▇▇ will be dusted. Tenant personalty and remedies under prevailing circumstances, the Term Commencement Date shall automatically work product will not be extended for the period of any delays caused by Tenant's Delay(s) or Force Majeure, but the number of days of the Initial Fixed Rent Waiver Period to which Tenant is entitled under Section 1.1 of the Lease moved. 3. Moldings and ledges within hand reach will be dusted. D. The following shall be reduced by the number of days the Term Commencement Date is delayed as a result of a Tenant’s Delayperformed quarterly: 1. Dust in place all picture, frame, charts, graphs and similar wall-hangings not reached in nightly cleaning. (d) If2. Dust all vertical surfaces and walls, as a result of Tenant's Delay(s)partition doors, the Substantial Completion Date is delayed door bucks and other surfaces not reached in the aggregate for more than sixty (60) days, Landlord may (but shall nightly cleaning. Tenant personalty and work product will not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant, and thereupon this Lease shall EAST\66392481.7 B-5 forthwith terminate without further liability or obligation on the part of either party, except that Tenant shall pay to Landlord the damages suffered by Landlord by reason of such Lease termination including, without limitation, the cost theretofore incurred by Landlord in performing and, if applicable, demolishing Landlord’s Initial Construction, plus an amount equal to Landlord's out‑of‑pocket expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to paragraph (a) of this Section 3, through the effective termination datemoved.

Tenant's Delay. (a) Any delay that If Landlord shall occur be delayed in the Substantial Completion Date as the a result of the following shall be a Tenant's Delay: of: (i) any request by Tenant that Landlord delay in an Event of Default under the commencement Lease; or completion of Landlord's Initial Construction for any reason; (ii) any change made or requested delays caused by Tenant in any of Tenant’s Plans; construction; or (iii) any special requirements of Tenant not in conformity with Tenant’s Plans; (iv) any other act or omission of Tenant or its members, managers, officers, directors, agents, servants, contractors, architects, engineers, or employees; or which delays Substantial Completion (v) any reasonably necessary rescheduling all of the sequence foregoing being referred to herein collectively as “Tenant’s Delay”), then, notwithstanding anything to the contrary contained in the Lease or this Exhibit B, the date of Substantial Completion for purposes of determining the Commencement Date shall be deemed to be the date Substantial Completion would have occurred absent any Tenant’s Delay. Landlord shall provide Tenant with prompt written notice of any act, omission or condition which Landlord contends may constitute or result in a Tenant Delay; provided, however, that any failure by Landlord to provide Tenant with any such notice shall not operate to reduce or otherwise alter the duration of Landlord's Initial Construction due to any of the causes for delay referred to in clauses ▇▇▇▇▇▇’s Delay. CONCEPTUAL PLANS NOTICE OF LEASE TERM DATES To: Re: 500 Sansome Lease dated (i“Lease”), between ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investors, LLC, a California limited liability company (ii), (iii“Landlord”), and Omada Health, Inc., a Delaware corporation (iv) “Tenant”), concerning Suite on the second floor of this paragraph (a) of Section 3.the office building located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Ladies and Gentlemen: In accordance with Lease, we wish to advise you and/or confirm as follows: (b) If any delay in the I. The Substantial Completion Date is of the result of Force MajeurePremises has occurred, and such delay would not have occurred but for any of Tenant's Delays described in paragraph (a) of this Section 3, such delay shall be deemed added to Tenant's Delays described in that paragraph. (c) In addition to Landlord's other rights and remedies under prevailing circumstances, the Term Commencement Date shall automatically be extended commence on or has commenced on for the period a term of any delays caused by Tenant's Delay(s) or Force Majeure______ Lease Months, but the number of days of the Initial Fixed Rent Waiver Period to which Tenant is entitled under Section 1.1 of the Lease shall be reduced by the number of days the Term Commencement Date is delayed as a result of a Tenant’s Delayending on _______________. (d) If, as a result of Tenant's Delay(s), the Substantial Completion Date is delayed in the aggregate for more than sixty (60) days, Landlord may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant, and thereupon this Lease shall EAST\66392481.7 B-5 forthwith terminate without further liability or obligation on the part of either party, except that Tenant shall pay to Landlord the damages suffered by Landlord by reason of such Lease termination including, without limitation, the cost theretofore incurred by Landlord in performing and, if applicable, demolishing Landlord’s Initial Construction, plus an amount equal to Landlord's out‑of‑pocket expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to paragraph (a) of this Section 3, through the effective termination date.

Tenant's Delay. If Landlord shall be delayed in Substantial -------------- Completion as a result of: (a) Any delay that shall occur in the Substantial Completion Date as the result Tenant's failure to obtain approval of the following shall be a Working Drawings by Landlord on or before Tenant's Delay:Plan Delivery Date; or, (ib) any request Tenant's change(s) in Working Drawings after approval of the Working Drawings by Landlord, provided that Tenant that Landlord delay in shall not change the commencement or completion Working Drawings without the prior written consent of Landlord's Initial Construction for any reason;, which consent shall not be unreasonably withheld unless such change could reasonably be expected to delay Substantial Completion; or, (iic) Any changes initiated by reason of the disapproval of any change made Conceptual Plans, Working Drawings or requested by Tenant in any of Tenant’s Plans; (iii) any special requirements of Tenant not in conformity with Tenant’s Plans; (iv) any other act or omission of Tenant or its members, managers, officers, directors, agents, servants, contractors, architects, engineers, or employeesbids; or (vd) Tenant's request for materials, finishes or installations other than Building Standard Improvements which require a longer time than Building Standard Improvements to obtain, install or complete; or, (e) Tenant's failure to comply with Landlord's contractor's or subcontractor's schedule; or, (f) An event of default by Tenant under the Lease or the existence of any reasonably necessary rescheduling event or condition which, with the passage of time or the giving of notice or both would constitute such an event of default; or, (g) Delays caused by Tenant in construction, (all of the sequence of any of Landlord's Initial Construction due to any of the causes for delay foregoing being referred to in clauses (iherein collectively as "Tenant's Delay"), (ii)then Tenant shall pay to Landlord, (iii)as Additional Rent, and (iv) of this paragraph (a) of Section 3. (b) If any delay in the Substantial Completion Date is the result of Force Majeure, and such delay would not have occurred but one day's Gross Rent for any each day of Tenant's Delays described Delay. In addition, and notwithstanding any provision to the contrary contained in paragraph (a) of this Section 3the Lease, such delay shall be deemed added if Substantial Completion is delayed due to Tenant's Delays described in that paragraph. (c) In addition to Landlord's other rights and remedies under prevailing circumstancesDelay, the Term Commencement Date shall automatically be extended for the period earlier of the date of Substantial Completion or the date when Substantial Completion would have occurred if there had been no Tenant's Delay. Tenant acknowledges that the length of any delays Tenant's Delay is to be measured by the duration of the delay in Substantial Completion caused by the event or conduct constituting Tenant's Delay(s) Delay, which may exceed the duration of such event or Force Majeure, but conduct due to the number necessity of days of the Initial Fixed Rent Waiver Period rescheduling work or other causes. Landlord agrees to which give Tenant is entitled under Section 1.1 of the Lease notice promptly following any event or conduct constituting Tenant's Delay. SCHEDULE 1 TO EXHIBIT B Preliminary Specifications For Base Building Improvements The base building shall be reduced by the number of days the Term Commencement Date is delayed as a result of a Tenant’s Delay. (d) If, as a result of Tenant's Delay(s), the Substantial Completion Date is delayed in the aggregate for more than sixty (60) days, Landlord may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant, and thereupon this Lease shall EAST\66392481.7 B-5 forthwith terminate without further liability or obligation on the part of either party, except that Tenant shall pay to Landlord the damages suffered constructed per all governmental codes by Landlord by reason of such Lease termination including, without limitation, the cost theretofore incurred by Landlord in performing and, if applicable, demolishing Landlord’s Initial Construction, plus an amount equal to Landlord's out‑of‑pocket expenses incurred in connection with this Leasefor Tenant, including, without limitationbut not limited to, brokerage the following: Structure/Envelope . Concrete foundation to be reinforced grade beams with spread footings or other system as specified by geotechnical and legal feesengineering consultants. . Ground floor to be concrete slab on grade, together minimum thickness 5", or as required by geotechnical and engineering consultants. . Elevated floors to be constructed of vented metal deck with any amount reinforced concrete that meets fire code requirements. . Building structural framing to consist of steel "braced frame" with beams and columns constructed structural rolled shapes. . Non-bearing exterior facade consisting of EIFS or GFRC with decorative metal panels. An exterior containing a minimum average of 40% glass of ribbon or punched opening windows with high performance glass. . Floor system designed with minimum live load capacity of 50 psf and dead load capacity of 20 psf. Select central core areas to have increased floor loading capacity of 100 psf. . Roof live load to be 20 psf except where mechanical loads are imposed. . Floor to floor heights to be approximately 15'-0". . Base building roof drains and drain lines with connection to site storm drain system. . Surface and/or structured parking adjacent to premises as required to provide tenant with 3.0 spaces per 1,000 rentable square feet. . Roof screens up to 11'-0" in height above the roof as required by City of South San Francisco. . Roofing membrane to be paid pursuant a built-up roof over rigid insulation on top of metal roof deck construction. . Two internal fire rated stairways serving all floors. One stairway to paragraph (a) continue to roof via a ship ladder. Security system for access between floors to be provided by Tenant. . One complete and finished base building male and female restroom at each floor. Finishes to include stone countertops, ceramic tile walls and floors. Accessible showers located on first floor. . Fire proofing of this Section 3building structure, through the effective termination date.as required, per building code. . Fire safing between floors to maintain code required separations. . Perimeter walls and roof insulation per Title 24 requirements. Electrical

Tenant's Delay. (a) Any delay that shall occur in the If Substantial Completion Date shall be delayed as the a result of any of the following shall be a Tenant's Delay: (i) any request by Tenant that Landlord delay in the commencement or completion of Landlord's Initial Construction for any reason; (ii) any change made or requested by Tenant in any of Tenant’s Plans; (iii) any special requirements of Tenant not in conformity with Tenant’s Plans; (iv) any other act or omission of Tenant or its members, managers, officers, directors, agents, servants, contractors, architects, engineers, or employees; or (v) any reasonably necessary rescheduling of the sequence of any of Landlord's Initial Construction due to any of the causes for delay referred to in clauses (i), (ii), (iii), and (iv) of this paragraph (a) of Section 3. (b) If any delay in the Substantial Completion Date is the result of Force Majeure, and such delay would not have occurred but for any of Tenant's Delays described in paragraph (a) of this Section 3causes, such delay shall be deemed added considered a “Tenant Delay”: (a) Tenant’s failure to submit the Working Drawings to Landlord on or before [the date set forth in Paragraph 20]; (b) Tenant's Delays described in that paragraph.’s failure to obtain any required permits to allow construction of the TI Work; (c) Changes in the Working Drawings requested by Tenant after approval of the Working Drawings by Landlord, except to the extent such changes are necessitated by Landlord’s changes to the Base Building Plans under Paragraph 7 above; (d) Any delays in starting construction due to Tenant’s disapproval of the Trade Bid and/or the need to revise the Working Drawings to obtain revised bids, to the extent such delays continue beyond thirty (30) days after Landlord’s delivery to Tenant of notice of a Trade Bid under Paragraph 10(c) above; (e) Tenant’s request for materials, finishes or installations other than Building Standard Improvements which require a longer time than Building Standard Improvements to obtain, install or complete; (f) Tenant’s failure to comply with the Building Contractor’s, the TI Contractor’s or any subcontractor’s schedule; or (g) Delays caused by Tenant in construction. Landlord shall notify Tenant promptly after learning of any events or circumstances which Landlord believes may constitute Tenant Delay hereunder, however Landlord’s failure to so notify shall not constitute a waiver by Landlord of its right to claim a Tenant Delay has occurred. Landlord shall use good faith efforts to minimize the impact of any Tenant Delay on the Substantial Completion Date and on the Lease Commencement Date. In addition the event of any Tenant Delay, Tenant shall pay to Landlord's other rights , as additional Rent, one day’s Base Rent for each day of Tenant Delay to the extent that Tenant Delay has actually delayed the commencement of payment of Base Rent under the Lease. In addition, and remedies under prevailing circumstancesnotwithstanding any provision to the contrary contained in the Lease, the Term Commencement Date shall automatically be extended for the period of any delays caused by Tenant's Delay(s) or Force Majeure, but the number of days of the Initial Fixed Rent Waiver Period to which Tenant is entitled under Section 1.1 of if the Lease shall be reduced by the number of days the Term Commencement Date is delayed as a result of a Tenant’s due to Tenant Delay. (d) If, as a result of Tenant's Delay(s), the Substantial Completion Lease Commencement Date shall be the date when the Lease Commencement Date would have occurred if there had been no Tenant Delay. Tenant acknowledges that the length of any Tenant Delay is delayed to be measured by the duration of the delay in the aggregate for more than sixty (60) daysoccurrence of the event in question caused by the event or conduct constituting Tenant Delay, Landlord which may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice exceed the duration of such termination event or conduct due to Tenant, and thereupon this Lease shall EAST\66392481.7 B-5 forthwith terminate without further liability the necessity of rescheduling work or obligation on the part of either party, except that Tenant shall pay to Landlord the damages suffered by Landlord by reason of such Lease termination including, without limitation, the cost theretofore incurred by Landlord in performing and, if applicable, demolishing Landlord’s Initial Construction, plus an amount equal to Landlord's out‑of‑pocket expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to paragraph (a) of this Section 3, through the effective termination dateother causes.

Tenant's Delay. (a1) Any delay that shall occur in the Substantial Completion First Amendment Commencement Date as the result of any of the following shall be a are herein referred to collectively and individually as “Tenant's ’s Delay:”; (ia) a change to the First Amendment Leasehold Improvements, per Paragraph C hereof, that results in a delay in the First Amendment Commencement Date; (b) any request by the Tenant that Landlord delay in the commencement or completion of the First Amendment Leasehold Improvements as per this Exhibit “1D (c) any delay caused by Tenant’s failure to select the carpeting or painting colors or any other items with respect to the First Amendment Leasehold Improvements requiring INITIALS: Landlord Tenant Tenant’s decision within the time periods provided by Landlord or Landlord's Initial Construction for any reason’s contractors or subcontractors; (iid) any change made or requested delay caused by Tenant in any the exercise of Tenant’s Plans;its rights under Paragraph E of this Exhibit “1D”; and (iii) any special requirements of Tenant not in conformity with Tenant’s Plans; (ive) any other act or omission of Tenant (including the Tenant’s Representative, as hereinafter defined) or its members, managers, officers, directors, agents, servants, servants or contractors, architects, engineers, including the unreasonable delay or employees; orwithholding of approvals requested by Landlord not specifically delineated above. (v2) any reasonably necessary rescheduling of the sequence of any of Landlord's Initial Construction due to any of the causes for delay referred to The First Amendment Commencement Date defined in clauses (i), (ii), (iii), and (ivSection 3(A)(3) of this paragraph (a) Lease, as amended by the First Amendment of Section 3. (b) If any delay in the Substantial Completion Date is the result of Force MajeureLease, shall be accelerated and such delay would not have occurred but for any of Tenant's Delays described in paragraph (a) of this Section 3, such delay shall be deemed added to Tenant's Delays described in have occurred on that paragraph. (c) In addition to Landlord's other rights and remedies under prevailing circumstances, date which precedes the Term actual First Amendment Commencement Date by the aggregate length of Ten ant’s Delays. In the event a Tenant’s Delay shall automatically occur, Landlord and Tenant will endeavor to work cooperatively to regain any time lost due to such Tenant’s Delay; provided, however, Landlord shall not be extended for required to incur additional costs, e.g. such as performing the period work on an over-time basis. If such cooperative effort results in regaining some or all of any delays caused by Tenant's Delay(s) or Force Majeure, but the number of days of the Initial Fixed Rent Waiver Period time lost due to which Tenant is entitled under Section 1.1 of the Lease shall be reduced by the number of days the Term Commencement Date is delayed as a result of such a Tenant’s Delay. (d) If, as a result of Tenant's Delay(s), the Substantial Completion Date is delayed in the aggregate for more than sixty (60) days, Landlord may (but appropriate adjustments shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant, and thereupon this Lease shall EAST\66392481.7 B-5 forthwith terminate without further liability or obligation on the part of either party, except that Tenant shall pay to Landlord the damages suffered by Landlord by reason of such Lease termination including, without limitation, the cost theretofore incurred made by Landlord in performing and, if applicable, demolishing Landlord’s Initial Construction, plus an amount equal to Landlord's out‑of‑pocket expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to paragraph (a) the application of the provisions of this Section 3, through the effective termination datesubparagraph.

Tenant's Delay. (a) Any delay that If Landlord shall occur be delayed in the Substantial Completion Date substantially completing any work it is required to perform hereunder as the a result of any act, neglect, failure or omission of Tenant, its agents, employees or contractors, including without limitation any of the following following, such delay shall be deemed a Tenant's "Tenant Delay": (i) any request by Tenant that Landlord delay Tenant's failure to approve Landlord's Drawings in the commencement or completion of Landlord's Initial Construction for any reason;time period provided in paragraph 5 hereof; or (ii) Tenant's delays in submitting or approving any change made other drawings, plans or requested by Tenant 32 specifications, or in any of Tenant’s Plans;supplying information; or (iii) any special requirements of Tenant not Tenant's request for materials, finishes or installations (other than those included in conformity with Tenant’s Plans;Building Standard Work); or (iv) Tenant's changes in drawings, plans or specifications submitted to or prepared by Landlord (including any other act or omission of Tenant or its members, managers, officers, directors, agents, servants, contractors, architects, engineers, or employeesRevisions); or (v) the entering onto the Premises by Tenant, its agents, employees or contractors to perform any reasonably necessary rescheduling work on the Premises, to inspect the Premises or otherwise; or (vi) any delays of contractors or subcontractors resulting from Tenant's failure to timely approve cost estimates or to make any payments required hereunder. (vii) any other Tenant delay caused by failure to comply with the sequence of any of Landlord's Initial Construction due to any of the causes for delay referred to in clauses (i), (ii), (iii), and (iv) provisions of this paragraph (a) of Section 3Work Agreement. (b) If any delay in the Substantial Completion Date is the result of Force Majeure, and such delay would not have occurred but for any of Tenant's Delays described in paragraph (a) of this Section 3, such delay shall be deemed added to Tenant's Delays described in that paragraph. (c) In addition to Landlord's other rights and remedies under prevailing circumstances, the Term Commencement Date shall automatically be extended for the period of any delays caused by Tenant's Delay(s) or Force Majeure, but the number of days of the Initial Fixed Rent Waiver Period to which Tenant is entitled under Section 1.1 of the Lease shall be reduced by the number of days the Term Commencement Date is delayed as a result of a Tenant’s Delay. (d) If, as a result of Tenant's Delay(s), the Substantial Completion Date is delayed in the aggregate for more than sixty (60) days, Landlord may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant, and thereupon this Lease shall EAST\66392481.7 B-5 forthwith terminate without further liability or obligation on the part of either party, except that Tenant shall pay to Landlord the damages suffered by Landlord by reason of such Lease termination including, without limitation, the a sum equal to any additional cost theretofore incurred by to Landlord in performing and, if applicable, demolishing Landlord’s Initial Construction, plus an amount equal to and completing Landlord's out‑of‑pocket expenses incurred Work resulting from any Tenant Delay. Any such sums shall be in connection with this Lease, including, without limitation, brokerage addition to any other sums payable by Tenant hereunder and legal fees, together with any amount required to shall be paid pursuant to paragraph Landlord within ten (a10) of this Section 3, through the effective termination datedays after Landlord bills Tenant therefor.

Tenant's Delay. If Landlord shall be delayed in Substantial -------------- Completion as a result of: (a) Any delay that shall occur in the Substantial Completion Date as the result Tenant's failure to obtain approval of the following shall be a Working Drawings by Landlord on or before Tenant's Delay:Plan Delivery Date; or, (ib) any request Tenant's change(s) in Working Drawings after approval of the Working Drawings by Landlord, provided that Tenant that Landlord delay in shall not change the commencement or completion Working Drawings without the prior written consent of Landlord's Initial Construction for any reason;, which consent shall not be unreasonably withheld unless such change could reasonably be expected to delay Substantial Completion; or, (iic) Any changes initiated by reason of the disapproval of any change made Conceptual Plans, Working Drawings or requested by Tenant in any of Tenant’s Plans; (iii) any special requirements of Tenant not in conformity with Tenant’s Plans; (iv) any other act or omission of Tenant or its members, managers, officers, directors, agents, servants, contractors, architects, engineers, or employeesbids; or (vd) Tenant's request for materials, finishes or installations other than Building Standard Improvements which require a longer time than Building Standard Improvements to obtain, install or complete; or, (e) Tenant's failure to comply with Landlord's contractor's or subcontractor's schedule; or, (f) An event of default by Tenant under the Lease or the existence of any reasonably necessary rescheduling event or condition which, with the passage of time or the giving of notice or both would constitute such an event of default; or, (g) Delays caused by Tenant in construction, (all of the sequence of any of Landlord's Initial Construction due to any of the causes for delay foregoing being referred to in clauses (iherein collectively as "Tenant's Delay"), (ii)then Tenant shall pay to Landlord, (iii)as Additional Rent, and (iv) of this paragraph (a) of Section 3. (b) If any delay in the Substantial Completion Date is the result of Force Majeure, and such delay would not have occurred but one day's Gross Rent for any each day of Tenant's Delays described Delay. In addition, and notwithstanding any provision to the contrary contained in paragraph (a) of this Section 3the Lease, such delay shall be deemed added if Substantial Completion is delayed due to Tenant's Delays described in that paragraph. (c) In addition to Landlord's other rights and remedies under prevailing circumstancesDelay, the Term Commencement Date shall automatically be extended the earlier of the date of Substantial Completion or the date when Substantial Completion would have occurred if there had been no Tenant's Delay. Tenant acknowledges that the length of any Tenant's Delay is to be measured by the duration of the delay in Substantial Completion caused by the event or conduct constituting Tenant's Delay, which may exceed the duration of such event or conduct due to the necessity of rescheduling work or other causes. Landlord agrees to give Tenant notice promptly following any event or conduct constituting Tenant's Delay. SCHEDULE 1 TO EXHIBIT B Base Building Improvements 1. Perimeter panels and exterior glass windows installed to enclose each floor of the Leased Premises; 2. Drywall, fire taped, covering all core walls, stairwells, shafts; excluding interior columns, corridors and perimeter windows; 3. Concrete floors for the period Leased Premises; 4. Installation of any delays caused a base building sprinkler system including sprinkler heads at the minimum density required by code; 5. Finished men's and women's restrooms on each floor of the Leased Premises; 6. A telephone and electrical room on each floor of the Leased Premises, with a vertical chase between floors; 7. A vertical bus and panel board riser supplying electric power for the service sufficient to operate an average of approximately 5.0 ▇▇▇▇▇ per rentable square foot for general electrical use by Tenant's Delay(s) or Force Majeure, but the number of days of the Initial Fixed Rent Waiver Period to which Tenant is entitled under Section 1.1 of the Lease shall be reduced by the number of days the Term Commencement Date is delayed as a result of a Tenant’s Delay. (d) If, as a result of Tenant's Delay(s), the Substantial Completion Date is delayed in the aggregate for more than sixty (60) days, Landlord may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant, and thereupon this Lease shall EAST\66392481.7 B-5 forthwith terminate without further liability or obligation on the part of either party, except that Tenant shall pay to Landlord the damages suffered by Landlord by reason of such Lease termination including, without limitation, the cost theretofore incurred by Landlord in performing and, if applicable, demolishing Landlord’s Initial Construction, plus an amount equal to Landlord's out‑of‑pocket expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to paragraph (a) of this Section 3, through the effective termination date.including lighting;

Tenant's Delay. (a) Any delay that shall occur in the Expansion Premises Commencement Date or Substantial Completion Date as the result of the following shall be a Tenant's ’s Delay: (i) any request by Tenant that Landlord result in a delay in the commencement or completion of Landlord's Initial Construction ’s Work for any reason; (ii) any change made or requested by Tenant in any of TenantLandlord’s PlansPlans or Landlord’s Work, including any Change Order, that results in a delay in the commencement or completion of Landlord’s Work for any reason; (iii) any special requirements of Tenant not in conformity with TenantLandlord’s Plans; (iv) any other act or omission of Tenant or its members, managers, officers, directors, agents, servants, contractors, architects, engineers, or employeesemployees that results in a delay in the commencement or completion of Landlord’s Work for any reason; or (v) any reasonably necessary rescheduling of the sequence of any of Landlord's Initial Construction ’s Work due to any of the causes for delay referred to in clauses (i), (ii), (iii), and (iv) of this paragraph (a) of Section 35. (b) If any delay in the Substantial Completion Date is the result of Force Majeure, and such delay would not have occurred but for any of Tenant's Delays described in paragraph (a) of this Section 3, such delay shall be deemed added to Tenant's Delays described in that paragraph[Intentionally Omitted]. (c) In addition to Landlord's ’s other rights and remedies under prevailing circumstances, the Term Expansion Premises Target Commencement Date shall automatically be extended for the period of any delays caused by Tenant's ’s Delay(s) or Force Majeure, but the number of days of the Initial Fixed Rent Waiver Period to which Tenant is entitled under Section 1.1 of the Lease shall be reduced by the number of days the Term Commencement Date is delayed as a result of a Tenant’s Delay. (d) If, as a result of Tenant's ’s Delay(s), the Substantial Completion Date is delayed in the aggregate for more than sixty one hundred twenty (60120) days, Landlord may (but shall not be required to) at any time thereafter terminate this Lease by giving written notice of such termination to Tenant, and thereupon this Lease shall EAST\66392481.7 B-5 forthwith terminate without further liability or obligation on the part of either party, except that Tenant shall pay to Landlord the damages suffered by Landlord by reason of such Lease termination including, without limitation, the cost theretofore incurred by Landlord in performing and, if applicable, demolishing Landlord’s Initial ConstructionWork, plus an amount equal to Landlord's out‑of‑pocket ’s out-of-pocket expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to paragraph (ac) of this Section 35, through the effective termination date.