Common use of Acceptance of Premises Clause in Contracts

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except By taking possession hereunder, Tenant acknowledges that it has examined the Premises and accepts the condition thereof. Tenant acknowledges and agrees that Landlord has no obligation to improve the Premises other than as expressly provided set forth specifically in this Lease, if at all. In particular, Tenant acknowledges that neither any additional improvements or alterations needed to accommodate Tenant's intended use shall be made solely at Tenant's sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord's consent thereto), unless such improvements and alterations are specifically required of Landlord. Landlord nor shall have no responsibility to do any representative of Landlord has made work required under any representation building codes or warranty with respect to other governmental requirements not in effect or applicable at the Premises, time the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purposePremises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, advertisement or other description thereof) shall be grounds for any adjustment in any element of the rent payable hereunder, unless such adjustment is initiated by and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)implemented by Landlord in writing.

Acceptance of Premises. Except Tenant has been in possession of, and conducting business in, the Current Premises under the Nodality Sublease and expects to be in possession of the Expansion Premises under the Poniard Sublease as expressly provided of the Lease Date, and intends to continue conducting business in the Premises, without interruption, from and after the Lease Date. Further, since (i) the Current Premises will not be empty and/or unoccupied at any time prior to the Current Premises Commencement Date and Landlord will have no opportunity to inspect, examine, and/or audit the Current Premises in order to establish the condition of the Current Premises as of the Current Premises Commencement Date, Landlord shall have no liability for any defects in the Current Premises (whether latent or. patent) and, except as set forth in the Work Letter, shall have no obligation to perform any work or to refurbish, finish, or otherwise alter the Current Premises in order to prepare the Current Premises for Tenant’s use or occupancy and (ii) the Expansion Premises will not be empty and/or unoccupied at any time prior to the Expansion Premises Commencement Date and Landlord will have no opportunity to inspect, examine, and/or audit the Expansion Premises in order to establish the condition of the Expansion Premises as of the Expansion Premises Commencement Date, Landlord shall have no liability for any defects in the Expansion Premises (whether latent or patent) and, except as set forth in the Work Letter, shall have no obligation to perform any work or to refurbish, finish, or otherwise alter the Expansion Premises in order to prepare the Expansion Premises for Tenant’s use or occupancy. As a result, as conclusively evidenced by Tenant’s execution and delivery of this Lease, Tenant accepts the Premises “as is”, in their condition as of the Lease Date, without any qualifications, restrictions, or limitations, subject to all applicable Legal Requirements (as defined in Section 7 hereof). Tenant agrees and acknowledges that neither Landlord nor any representative agent of Landlord has made any representation or warranty with respect to the Premises, condition of all or any portion of the Building Premises or the Project. No representation or warranty is made concerning , and/or the suitability or fitness of the Premises, the Building Premises or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersbusiness, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein. Notwithstanding anything to the contrary in this Lease, Landlord agrees that (a) Tenant’s continued occupancy of the Current Premises following the Current Premises Commencement Date or the Expansion Premises following the Expansion Premises Commencement Date, shall be solely responsible pursuant to this Lease and shall not constitute a holdover under the Nodality Lease or Poniard Lease and (b) neither Nodality nor Poniard shall have any obligation to remove or restore any existing alterations in the Premises or to remove or restore Landlord’s Work. If the Poniard Lease or the Nodality Lease has terminated due to a casualty or Taking (as hereinafter defined), such casualty or Taking shall be deemed to such matters. Further, neither Landlord nor any representative have occurred during the Term of this Lease and the rights and obligations of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by and Tenant with respect to its permitted this Lease shall be governed by Section 18 or Section 19 of this Lease, as applicable. Subject to delays resulting from Force Majeure and Tenant Delay (as defined in the Work Letter), Landlord shall use reasonable efforts to cause Landlord’s Work to be Substantially Complete (as defined in the Work Letter) on or before the date which is 56 days after the Lease Date (“Target Completion Date”). If Landlord fails to complete Landlord’s Work by the Target Completion Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable. If Landlord fails to Substantially Complete Landlord’s Work by the date which is 70 days after the Lease Date (which date shall be extended for delays resulting from Force Majeure and Tenant Delay) (such date, as so extended, the “Outside Delivery Date”), then (i) Base Rent under this Lease shall xxxxx by one day for each day of delay in Substantial Completion of Landlord’s Work beyond the Outside Delivery Date and (ii) the Base Term shall be extended by one day for each day of delay in Substantial Completion of Landlord’s Work beyond the Outside Delivery Date. Landlord agrees to use reasonable efforts to perform Landlord’s Work in a manner which does not unreasonably interfere with Tenant’s use and enjoyment of the Premises under the Nodality Sublease and the Poniard Sublease. Without limiting the foregoing, Landlord agrees that it shall endeavor to schedule any utility interruptions related to the performance of Landlord’s Work on weekends and shall endeavor to provide Tenant with at least 5 business days prior notice of any such interruption; provided, however, that notwithstanding anything to the contrary contained herein, in no event shall Landlord have any obligation to incur any additional or overtime costs to complete Landlord’s Work. Notwithstanding anything to the contrary contained herein, for the period of 60 consecutive days after (i) the Lease Date, as set forth in Item 3 to the Current Premises and (ii) the Substantial Completion of Landlord’s Work, as to the Basic Lease ProvisionsExpansion Premises, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expenseexpense (which shall not constitute an Operating Expense), constructbe responsible for any repairs that are required to be made to the Building and Building Systems serving the Premises, repair and/or replace unless Tenant was responsible for the items set forth cause of such repair, in which case Tenant shall pay the cost. Tenant shall have the right during the Term to use all the office furniture and equipment located within the Premises as of the date hereof that is owned by Landlord, as more specifically described on Schedule A attached to this Lease Exhibit G (collectively, the “Landlord’s WorkProperty”). The Tenant shall accept Landlord’s Work shall be constructed Property in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component its “as is” condition as of the Lease Date and shall return all of Landlord’s Work set forth on attached Schedule A. Property located in the Premises as of the Lease Date to Landlord shall obtain any customary manufacturers/installers warranties for upon the Landlord’s Work. Except expiration or earlier termination of this Lease in the same condition as expressly provided in this Leasereceived, ordinary wear and tear excepted; provided, however, Tenant shall be conclusively deemed have the right to have accepted remove the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)3, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty8-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided foot chemical fume hoods in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in chemistry lab of the Premises (the “Access Control WorkExisting Fume Hoods”); ) provided that (i) Tenant removes the Existing Fume Hoods in a manner reasonably calculated to avoid damage to both the Existing Fume Hoods and the Premises, (ii) Tenant delivers the Existing Fume Hoods to Landlord after removal and (biii) Three Hundred thousand Dollars ($300,000.00) (Tenant repairs any damage to the “Floor Surface Allowance”) towards Premises caused by the cost of bead blasting, repairing and otherwise preparing the surface removal of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Existing Fume Hoods.

Acceptance of Premises. Except as expressly provided Within ten (10) days after completion of the Tenant Improvements Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in this Leasethe punch list, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect if any, and subject to the PremisesLandlord's representations and warranties described below, the Building or the Project. No representation or warranty is made concerning the suitability or fitness by taking possession of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as deemed to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of have accepted the Premises as set forth in Item 3 of the Basic Lease Provisionsgood, or (iii) any construction of portions of the Project not yet completedclean and completed condition and repair, subject to all applicable laws, codes and ordinances. Except as expressly provided in this Lease, Tenant’s lease of Any damage to the Premises caused by Tenant's move-in shall be on an “as is” basis. Landlord shallrepaired or corrected by Tenant, at its sole cost and expense, construct, which repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work or corrective work shall not be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates paid for each component out of the Tenant Improvements Allowance. Tenant acknowledges that neither Landlord nor Landlord’s Work set forth on attached Schedule A. Landlord shall obtain 's Agents have made any customary manufacturers/installers representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord’s Work. Except 's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease, . If Tenant shall be conclusively deemed fails to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on submit a written punch punch-list and delivered to Landlord within fortysuch 10-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)day period, and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances it shall be paid deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery walk-through inspection or as soon as practicable thereafter. Upon completion of this Leasesuch punch-list items, Landlord Tenant shall deliver possession approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of the Premises to Tenant (completion, such date of delivery of possession (the “Delivery Date”) for items shall be deemed approved by Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except Tenant shall accept the Premises in its condition as expressly provided in this Leaseof the Commencement Date, Tenant acknowledges that neither Landlord nor any representative of subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made any no representation or warranty with respect as to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with for the applicable zoning or regarding any other land use mattersconduct of Tenant's business, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor waives any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of implied warranty that the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completedare suitable for Tenant's intended purposes. Except as expressly provided in this LeaseParagraph 10, Tenant’s lease in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, conclusive evidence that Tenant shall be conclusively deemed to have accepted accepts the Premises and those portions that the Premises were in good condition at the time possession was taken except for items that are Landlord's responsibility under Paragraph 10 and any punchlist items agreed to in writing by Landlord and Tenant. Notwithstanding any provision to the contrary in the Lease, at the Commencement Date, Landlord's Work shall conform to all requirements of covenants, conditions, restrictions and encumbrances of record, unless modified by binding variance from the governing entity ("CC&R's"), and all Legal Requirements applicable thereto. Tenant shall not be required to construct or pay the cost of complying with any CC&R's, Legal Requirements requiring construction of improvements in the Premises which are properly capitalized under general accounting principles, unless such compliance is necessitated because of Tenant's particular use of the Building Premises or is mandated by Legal Requirements enacted, or applicable to the Premises, subsequent to the Commencement Date. The parties' obligations and Project liability to each other with respect to Hazardous Materials shall not be governed by this Paragraph 2, but shall be governed by Paragraph 30 of this Lease. Landlord shall remain liable for correcting defects in which Tenant has any rights under this Lease Landlord's Work during the first 6 months of the Term and for the compliance with Legal Requirements of Landlord's Work as of the “Early Occupancy Commencement Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord it has made any representation or warranty with respect to inspected the Premises, knows the Building or condition thereof, and accepts such Premises, and specifically the Projectbuildings and improvements comprising the same, in their present condition, as suitable for purposes for which the Premises are leased. No representation or warranty is made concerning Taking of possession by Tenant shall be deemed conclusively to establish that said buildings and other improvements are in good and satisfactory condition as of when possession was taken. Tenant further acknowledges that no representations as to the suitability or fitness repair of the Premises, the Building nor promises to alter, remodel or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of improve the Premises with the applicable zoning or regarding any other land use mattershave been made by Landlord, and Tenant shall be solely responsible as to unless such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations are expressly set forth in Section 2.4 belowthis lease. Landlord shall correct If this lease is executed before the Premises become vacant or otherwise available and ready for occupancy, or if any deficiencies with the Landlord’s Work promptly following delivery present tenant or occupant of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretionholds over, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Leasecannot, Landlord shall deliver using good faith efforts, acquire possession of the Premises prior to the date above recited as the commencement date of this lease, Landlord shall not be deemed to be in default hereunder, nor in any way liable to Tenant (because of such failure, and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the "commencement date"; and the term of this lease shall automatically be extended so as to include the full number of months herein before provided for, except that if the commencement date is other than the first day of calendar month, such term shall also be extended for the remainder of tile calendar month in which possession is tendered. Landlord hereby waives payment of rent covering any period prior to such tendering of possession. After the commencement date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Premises.

Acceptance of Premises. Except as may otherwise be expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding a Construction Addendum attached hereto (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”if any). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted accept the Premises and those portions of on the Building and Project Commencement Date in which Tenant has any rights under this Lease as of the its “Early Occupancy DateAS-IS” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Leasecondition, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list all applicable laws, ordinances, regulations, covenants and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretionrestrictions, and Landlord shall have no liability whatsoever obligation to perform or pay for the Access Control Work and/or for the Floor Surfacing Work beyond payment any repair or other work therein Landlord represents and warrants that, as of the applicable allowance therefor. Sums from each date Landlord tenders possession of the allowances Premises to Tenant, the base building shell shall be paid comply with all applicable Legal Requirements (as hereinafter defined) specific to base building shells, including the American with Disabilities Act, but specifically excluding zoning ordinances and other Legal Requirements specific to Tenant’s use of the Premises; provided, however that if the base building shell is not in compliance with such Legal Requirements and Tenant cannot commence construction of Tenant Improvements (as defined in Exhibit C) because of such lack of compliance caused by Landlord, then Landlord shall use commercially reasonable efforts to being the base building shell into such compliance within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant. For the purposes of the foregoing, if the lack of compliance is the result of Landlord’s failure to obtain any certificate from a governmental authority, then the issuance of the appropriate certificate by the applicable governmental authority following the base building final inspection shall satisfy the foregoing requirements. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant (such date of delivery of possession (waives any implied warranty that the “Delivery Date”) Premises are suitable for Tenant’s construction of those tenant improvements intended purposes TENANT ACKNOWLEDGES THAT SUBJECT TO THE TERMS OF THIS LEASE (the a) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “Tenant Improvements”AS IS, WHERE IS” CONDITION (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), (b) THE BUILDINGS AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (c) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (d) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), AND (e) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as provided in this Section 2 and Sections 10 and 11 (d), in no event shall Landlord have any obligation for any defects if the Premises as provided inor any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under this Section 2 and Sections 10 and 11 (d), and subject any punchlist items agreed to the terms in writing by Landlord and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Tenant.

Acceptance of Premises. Except as expressly provided Within ten (10) days after completion of ---------------------- the Tenant Improvements Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in this Leasethe punch list, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect if any, and subject to the PremisesLandlord's representations and warranties described below, the Building or the Project. No representation or warranty is made concerning the suitability or fitness by taking possession of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as deemed to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of have accepted the Premises as set forth in Item 3 of the Basic Lease Provisionsgood, or (iii) any construction of portions of the Project not yet completedclean and completed condition and repair, subject to all applicable laws, codes and ordinances. Except as expressly provided in this Lease, Tenant’s lease of Any damage to the Premises caused by Tenant's move-in shall be on an “as is” basis. Landlord shallrepaired or corrected by Tenant, at its sole cost and expense, construct, which repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work or corrective work shall not be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates paid for each component out of the Tenant Improvements Allowance. Tenant acknowledges that neither Landlord nor Landlord’s Work set forth on attached Schedule A. Landlord shall obtain 's Agents have made any customary manufacturers/installers representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord’s Work. Except 's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease, . If Tenant shall be conclusively deemed fails to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on submit a written punch punch-list and delivered to Landlord within fortysuch 10-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)day period, and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances it shall be paid deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery walk-through inspection or as soon as practicable thereafter. Upon completion of this Leasesuch punch-list items, Landlord Tenant shall deliver possession approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of the Premises to Tenant (completion, such date of delivery of possession (the “Delivery Date”) for items shall be deemed approved by Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as expressly provided otherwise set forth in this the Lease, Tenant acknowledges that neither Landlord nor any representative shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made any no representation or warranty with respect as to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with for the applicable zoning or regarding any other land use mattersconduct of Tenant's business, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor waives any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of implied warranty that the Premises are suitable for Tenant's intended purposes. Except as otherwise set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be on an “as is” basisconclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord's responsibility under the Lease and any punchlist items agreed to in writing by Landlord and Tenant. Landlord shall, at its sole cost and expense, construct, repair and/or replace Notwithstanding anything to the items contrary set forth on Schedule A attached to this Lease herein, Landlord represents and warrants that as of the Commencement Date (collectivelyi) the structural integrity of the Premises, including without limitation, the “Landlord’s Work”). The Landlord’s Work foundation, roof, and any load bearing or retaining walls, is free from any material latent or patent defects, (ii) Landlord is currently not the subject of any bankruptcy or insolvency proceeding, (iii) the Premises shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and Legal Requirements (hereinafter defined) in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease effect as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions Commencement Date of this Lease, subject only (iv) Landlord has full power, right and authority to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list execute and delivered perform this Lease and all limited liability company action necessary to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work do so has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)duly taken, and (2v) there are no covenants, conditions, restrictions or agreements in existence which are not part of the public records which will adversely affect the permitted use of the Premises. If any of the foregoing representations or warranties are inaccurate, Landlord shall, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such inaccuracy, rectify the same at Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)expense.

Acceptance of Premises. Except as expressly provided in this LeaseBy taking possession hereunder, Tenant acknowledges that neither It has examined the Premises and accepts the condition thereof, other than latent defects. Tenant acknowledges and agrees that Landlord nor has no obligation to improve the Premises other than as set forth specifically In this Lease, If at all. In particular, Tenant acknowledges that any representative additional improvements or alterations needed to accommodate Tenant’s intended use shall be made solely at Tenant’s sole cost and expense, and strictly in accordance with the requirements of this Lease (including the requirement to obtain Landlord’s consent thereto), unless such improvements and alterations are specifically required of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness including without limitation Landlord’s installation of the Premises, Tenant Improvements. Landlord shall have no responsibility to do any work within the Building Center required under any building codes or other governmental requirements not in effect or applicable as of the Project for any purposetime the Premises were constructed, including without limitation any representations requirements related to sprinkler retrofitting, seismic structural requirements, accommodation of disabled persons, or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant hazardous materials. Landlord shall be solely responsible as under no obligation to such matters. Furtherprovide utility, neither Landlord nor any representative of Landlord has made any representations telephone or warranties regarding (i) what other tenants service or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of access beyond that which exists at the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only unless Landlord specifically agrees in writing to (1) those defective provide the same. If it is anticipated that Tenant will be doing any Alterations or incomplete portions of installations prior to taking occupancy, any delays encountered by Tenant in accomplishing such work or obtaining any required permits therefor shall not delay the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Commencement Date or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on that Tenant becomes liable to pay rent, or the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. date that Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall may effectively deliver possession of the Premises to Tenant. By taking possession hereunder, Tenant (such date acknowledges that it accepts the square footage of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided indelivered and as stated in this Lease. No discovery or alleged discovery after such acceptance of any variance in such square footage as set forth in this Lease (or in any proposal, and subject to advertisement or other description thereof) shall be grounds for any adjustment in any component of the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)rent payable hereunder by Landlord or Tenant.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness By taking possession of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises as being in good and those portions of sanitary order, condition and repair and to have accepted the Building and Project Premises in which Tenant has any rights under this Lease their condition existing as of the “Early Occupancy Date” (as defined in Section 3.2)date Tenant takes possession of the Premises, which acceptance shall mean that it is conclusively established that subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the rules and regulations from time to time promulgated by Landlord governing the use of the Premises and those portions of the Building Common Area, and Project further, to have accepted tenant improvements to be constructed by Landlord (if any) as being completed in which Tenant has any rights under this Lease were in satisfactory condition and in conformity accordance with the provisions of this Leaseplans and specifications for such improvements, subject only to (1) those defective or incomplete portions completion of items on Landlord's punch list. Prior to the Commencement Date, Landlord and Tenant shall complete a walk-through of the Landlord’s Work which Premises and Landlord and Tenant shall have itemized agree on a written punch list and delivered of any items (except HVAC units, the replacement of which shall be governed by the terms of Paragraph 2.2 above) within the Premises that are in need or repair or maintenance. Landlord agrees to Landlord within forty-five (45) days following Landlord’s written notice(s) repair or maintain such items that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” are on the attached Schedule A)agreed upon punch list, and (2) at Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting's sole cost, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days following the Commencement Date (except that if such punch list items cannot reasonably be repaired or maintained with such thirty (30) day period, then Landlord shall commence such repair or maintenance of the punch list items within such thirty day period and diligently prosecute the same to completion). The preceding notwithstanding, Tenant does not waive any claims of latent defects that may exist in the Premises as of the Commencement Date, however, Landlord shall be under no obligation to repair any latent defect in the Premises existing as of the Commencement Date unless Tenant gives Landlord written notice of such defect prior to the date six months following the Commencement Date. Tenant acknowledges that, except as set forth in the following sentence, neither Landlord nor Landlord’s receipt 's agents have made any representation or warranty as to the suitability of an invoice(s) the Premises for the conduct of Tenant's business, the condition of the Premises, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant's intended use and that the Premises meets all governmental requirements for such intended use. Landlord hereby represents to Tenant that, to Landlord's actual knowledge, the Premises are not in violation of any law, rule, regulation or ordinance applicable to the Premises. The preceding paragraph notwithstanding, the parties hereto acknowledge that Landlord intends to undertake some seismic upgrades of the Premises in the future. As of the date of execution of this Lease, no plans or specifications for such seismic upgrades have been prepared, nor has Landlord determined the specific time or times when it may undertake such seismic upgrades. Any seismic upgrades performed by Landlord with respect to the covered workPremises shall not unreasonably interfere with Tenant's use of the Premises. Promptly from To Landlord's knowledge, such seismic upgrades contemplated to be performed by Landlord are not required to be performed to bring the Premises into compliance with applicable building codes or laws, and after instead Landlord may elect to perform such seismic upgrades to further reduce its earthquake insurance premiums and to improve Landlord's ability to obtain financing or refinancing secured by the full execution and delivery of this LeasePremises. Landlord agrees that, Landlord shall deliver possession if seismic upgrade of the Premises is required to bring the Premises into compliance with building codes applicable to the Premises at the time the Premises were initially constructed, then Landlord shall be responsible for such seismic upgrades and Tenant shall not be obligated to bear portion of the cost of such seismic upgrades. If Tenant desires to construct or install, or cause to be constructed or installed, any alterations, additions or improvements to the Premises and, in connection with the same, seismic upgrades or structural reinforcement of the Premises, or portion thereof, are required and are directly and physically related to the alterations, additions or improvements to be constructed or installed, or caused to be constructed or installed, by Tenant, then Tenant shall bear one hundred percent (such date 100%) of delivery the cost of possession (the “Delivery Date”) for Tenant’s construction seismic upgrades or structural reinforcement of those tenant improvements (the “Tenant Improvements”) Premises so required. Except as provided in the Premises as provided inimmediately preceding sentence, Tenant shall not be obligated to pay for any seismic upgrades or structural reinforcement of the Premises, or any portion thereof. If Tenant applies to a governmental agency for approval of, or issuance of a building permit in connection with, any proposed alteration, addition, or improvement to the Premises, or any portion thereof, and subject such governmental agency requires Tenant to undertake a seismic upgrade or structural reinforcement of the Premises, or any portion thereof, in connection with such proposed alteration, addition or improvement, then Tenant shall not be obligated to pay for the cost of such seismic upgrade or structural reinforcement unless the same is directly and physically related to the terms and conditions ofalteration, the Work Letter attached as Exhibit X hereto (the “Work Letter”)addition or improvement proposed to be undertaken by Tenant.

Acceptance of Premises. Except as expressly provided in this LeaseSubject to the Delivery Condition, Tenant acknowledges that neither will accept possession of the Premises on the Delivery Date in its “AS IS” condition and “WITH ALL FAULTS”. Notwithstanding, Landlord nor any representative warrants the good working order and condition of Landlord has made any representation or warranty with respect to the PremisesLeasehold Improvements existing as of the Delivery Date, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the PremisesStructure, the Building Mechanical Systems and the Generator until 120 days after Tenant first occupies all or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use portion of the Premises for purposes of conducting business, (provided that in any event the 120 day warranty period commences no later than the ninetieth (90th) day following the Commencement Date) subject to maintenance, repairs or replacement required by the negligence, misuse or misconduct of Tenant. In the event Tenant notifies Landlord of any noncompliance with said warranty during the applicable zoning 120 day warranty period, then as Tenant’s sole and exclusive remedy for such noncompliance, Landlord shall promptly undertake to complete any required repairs or regarding any other land use matters, replacements identified in Tenant’s notice and Tenant such repairs or replacements shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenantexpeditiously completed at Landlord’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, constructwithout reimbursement by Tenant. Otherwise, repair and/or replace the items set forth on Schedule A attached to this Lease (collectivelyLandlord does not make and Tenant does not rely upon any representation or warranty of any kind, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permitsexpress or implied, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered workcondition of the Premises (including habitability or fitness for any particular purpose of the Premises). Promptly TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD HEREBY DISCLAIMS, AND TENANT WAIVES THE BENEFIT OF, ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY AND FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE. Landlord represents that to Landlord’s actual knowledge, it has delivered to Tenant true, correct and complete copies of the most current survey and the title policy in its possession relating to the status of title to the Project and that certain Phase I prepared by AEI Consultants, and to Landlord’s actual knowledge without investigation, there has been no change to the condition of title or the existence of any hazardous or toxic materials at or under the Project from and after the full execution and delivery dates referenced in such documents. For purposes of this Leaseparagraph, Landlord the term “Landlord’s actual knowledge” shall deliver possession be deemed to mean and be limited to the current actual knowledge of the Premises to Tenant Designated Knowledge Person (such date as defined below) and the current property manager, at the time of delivery execution of possession (the “Delivery Date”) for Tenant’s construction this Lease and not any implied, imputed, or constructive knowledge of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).said individuals or of Landlord or any

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall accept the Premises in its “AS IS, WHERE IS AND WITH ALL FAULTS” condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. In no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises (other than pursuant to the Early Occupancy Period) shall be conclusively deemed to have accepted conclusive evidence that Tenant accepts the Premises and those portions that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under Paragraph 10 and any punch list items agreed to in writing by Landlord and Tenant. No later than 10 days after written demand is made therefor by Landlord of Tenant (which demand shall not be made prior to the Commencement Date), Tenant shall execute and deliver to Landlord a Commencement Date Certificate in the form of Exhibit D attached to and hereby made a part of this Lease. Landlord represents and warrants that, as of the Commencement Date, no written notice has been received by Landlord of non-compliance with any Legal Requirements in connection with the Premises. Landlord warrants that the mechanical, electrical, plumbing, heating, ventilating and air conditioning will be in good working order and the Premises and the Building shall be structurally sound and Project in which water tight on the Commencement Date; provided, however, that such warranty shall not be effective for any maintenance, repairs or replacements necessitated due to the misuse of, or damages caused by, Tenant, its employees, contractors, agents, subtenants, or invitees. Subject to mutual execution of this Lease, Tenant’s payment of total monies due upon execution and Tenant’s delivery of the L-C required under Paragraph 5 below and the certificates evidencing the insurance required under Paragraph 10 below (collectively, the “Preliminary Conditions”), Landlord shall allow Tenant has any rights under this Lease as of access to the Premises, no earlier than fifteen (15) days prior to the Commencement Date (the “Early Occupancy Date” Period”), solely for the purpose of installing Tenant’s furniture, fixtures and equipment in the Premises. Prior to the Early Occupancy Period, but subject to satisfaction of the Preliminary Conditions, Landlord shall additionally permit Tenant to visit the Premises (along with its architects, space planners and designers) for design and planning purposes only, upon not less than twenty-four (24) prior written notice (which notice may be sent by email to Rxxx Xxxxxx at Newport Venture Capital at rxxxxxx@xxxxxxxxx.xxx). In connection with the Exxx Occupancy Period and any Tenant access to the Premises prior to the Commencement Date permitted under this paragraph, Tenant shall use commercially reasonable efforts not to interfere with the completion of construction of the Initial Improvements (as defined in Section 3.2)Addendum 3) or cause any labor dispute as a result of such installations, which acceptance shall mean that it is conclusively established that and Tenant hereby agrees to indemnify, defend, and hold Landlord harmless from any loss or damage to such property, and all liability, loss, or damage arising from any injury to the Premises or the property of Landlord, its contractors, subcontractors, or materialmen, and those portions any death or personal injury to any person or persons arising out of such installations, unless any such loss, damage, liability, death, or personal injury was caused by Landlord’s (or its employees’) negligence or willful misconduct. During the Building Early Occupancy Period and Project in which any early Tenant has any rights access occurring prior to the Commencement Date, Tenant shall be bound by its obligations under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only but shall not be obligated to (1) those defective pay Base Rent or incomplete portions of the Landlord’s Work which Operating Expenses payable by Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation Project or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including except as set forth in this Lease. Tenant acknowledges that the flooring materials which may be installed within portions of the Premises located on the ground floor of the Building may be limited by the moisture content of the Building slab and underlying soils. Notwithstanding the foregoing, Landlord represents that, to the current, actual knowledge of Landlord’s property manager for the Project, without limitation any representations the duty of independent investigation or warranties regarding inquiry, the compliance ground floor slabs of Tenantthe Building do not have moisture issues. The Premises shall be delivered to Tenant with all of the Building systems servicing the Premises in good working condition. Except for the foregoing delivery obligations of Landlord and Landlord’s express repair and maintenance obligations set forth in this Lease, the taking of possession or use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) for any purpose other than construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to (1) except for those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord’s attention on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 belowlist. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized The punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect limited to the covered work. Promptly from and after the full execution and delivery of this Lease, any items required to be accomplished by Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, under the Work Letter attached as Exhibit X hereto X, and shall be delivered to Landlord within 30 days after the Commencement Date (as defined herein). Subject to the “Work Letter”Landlord Warranty (defined in Section 2.3 below), the taking of possession or use of the Premises by Tenant for any purpose other than construction, moving furniture or equipment, and installing telephone and data cabling shall conclusively establish that the Premises and the Building were in satisfactory condition and in conformity with the provisions of this Lease in all respects, and Tenant accepts the improvements in their existing condition, and waives any right or claim against Landlord arising out of the condition of the Premises. Nothing contained in this Section 2.2 shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect Subject to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of TenantLandlord’s use of obligation to deliver the Premises in the Delivery Condition with the applicable zoning or regarding any other land use mattersInitial Improvements detailed on Exhibit H Substantially Completed, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as Landlord’s express repair and maintenance obligations set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted accept the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease its condition as of the “Early Occupancy Commencement Date” (, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as defined in Section 3.2)to the suitability of the Premises for the conduct of Tenant's business, which acceptance shall mean that it is conclusively established and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Except as provided herein otherwise, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. No later than 10 days after written demand is made by Landlord of Tenant, Tenant shall execute and those portions deliver to Landlord a Commencement Date Certificate in the form of Exhibit C attached to and made a part of this Lease. [***] Tenant acknowledges that as of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) Premises are occupied by an existing tenant (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing WorkExisting Tenant”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work acknowledges and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and agrees that Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall not deliver possession of the Premises to Tenant until Landlord has obtained lawful possession of the Premises from the Existing Tenant. Landlord represents and warrants that as of the Commencement Date the Premises’ HVAC, electrical, plumbing, sprinkler, and other mechanical systems are in good working order and Landlord warrants such systems for a period of twelve (12) months from the Commencement Date; provided, however, that such date warranty shall not be effective for any maintenance, repairs or replacements necessitated due to the misuse of, or damages caused by, Tenant, its employees, contractors, agents, subtenants, or invitees. Furthermore, Landlord shall deliver the Premises to Tenant as of delivery of possession the Commencement Date vacant and in broom clean condition, with any existing signage, furniture and fixtures removed, and with all Initial Improvements described on Exhibit H attached hereto Substantially Completed (collectively, the “Delivery DateCondition”) ). [***] Subject to the vacation of the Premises by the existing tenant, if any, Landlord shall allow Tenant access to the Premises upon vacation of the Premises by the existing tenant, if any, for purposes of preparing the Premises for the commencement of Tenant’s construction of those tenant improvements (the “Tenant Improvements”) normal business operations, subject to applicable ordinances and building codes governing Tenant’s right to occupy or perform in the Premises as provided in, and subject (“Early Occupancy”). During such Early Occupancy period prior to the terms and conditions ofCommencement Date, Tenant shall be bound by its obligations under the Work Letter attached Lease, including the obligation to provide evidence of insurance, but shall not be obligated to pay the Monthly Base Rent or Operating Expenses payable by Tenant to Landlord as Exhibit X hereto (set forth in the “Work Letter”)Lease. Landlord shall reasonably cooperate, at no additional charge to Tenant but at no cost to Landlord, to the extent Landlord’s cooperation or participation is required in Tenant’s efforts to receive a grant or other financial assistance from the City of Phoenix, Arizona and/or the State of Arizona in an amount reasonably acceptable to Tenant.

Acceptance of Premises. Except as otherwise expressly provided herein, Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Except as otherwise expressly provided herein, landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Except as otherwise expressly provided in this Leaselease, Tenant acknowledges that neither in no event shall Landlord nor have any representative of Landlord has made obligation for any representation or warranty with respect to limitation on the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness use of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance . The taking of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease possession of the Premises shall be on an “as is” basis. Landlord shall, conclusive evidence that the Premises were in good condition at its sole cost and expense, construct, repair and/or replace the time possession was taken except for items set forth on Schedule A attached to this Lease (collectively, the “that are Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in responsibility under this Lease. No later than 10 days after written demand is made therefor by landlord of Tenant, Tenant shall be conclusively deemed execute and deliver to have accepted landlord a Commencement Date Certificate in the Premises form of Exhibit C attached to and those portions hereby made a part of the Building and Project in which this Lease. Tenant has any rights under this Lease hereby acknowledges that as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) Premises are occupied by an existing tenant (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing WorkExisting Tenant”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work hereby acknowledges and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and agrees that Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall not deliver possession of the Premises to Tenant (until Landlord has obtained lawful possession of the Premises from the Existing Tenant. The lease of the Premises to the Existing Tenant expires on June 30, 2015. In the event the Existing Tenant does not vacate the Premises on or before the Commencement Date as provided above, then the Commencement Date of this Lease shall be extended on a per diem basis for every day of delay beyond the Commencement Date until such date as Landlord does obtain lawful possession of delivery of possession (the “Delivery Date”) for Premises from the Existing Tenant’s construction of those tenant improvements (. Notwithstanding the “Tenant Improvements”) foregoing, in the event landlord is unable to deliver possession of the Premises by December 1, 2015, excluding any delays resulting from a Tenant Delay (as provided indefined in Addendum 4), and subject then Tenant may terminate this Lease by giving notice to Landlord no later than December 5, 2015. Notwithstanding anything contained herein to the terms contrary, landlord represents and conditions ofwarrants that as of the date of this Lease, landlord has not received notice of any non-compliance with the Work Letter attached Legal Requirements. Landlord represents and warrants that as Exhibit X hereto (of the “Work Letter”)Commencement Date all Building systems, features and equipment shall be in good operating order and condition.

Acceptance of Premises. Except By taking possession of the Premises, ---------------------- Tenant shall be deemed to have accepted the Premises as expressly provided being in this Leasegood and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the rules and regulations from time to time promulgated by Landlord governing the use of any portion of the Project and further, to have accepted tenant improvements to be constructed by Landlord (if any) as being completed in accordance with the plans and specifications for such improvements subject only to completion of items on Landlord's punch list. Tenant acknowledges that neither Landlord nor any representative of Landlord has Landlord's agents have made any representation or warranty with respect as to the Premisessuitability of the Premises for the conduct of Tenant's business, the condition of the Building or Premises, or the Projectuse or occupancy which may be made thereof, and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant's intended use and that the Building and Premises meet all governmental requirements for such intended use. No In addition, Landlord makes no representation or warranty is made concerning as to the suitability or fitness compliance of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding with the compliance of Tenant’s use requirements of the Premises with ADA. Notwithstanding anything to the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided contrary contained in this Lease, Tenant’s lease 's acceptance of the Premises or submission of a "punchlist" shall not be deemed a waiver of Tenant's right to have defects in the improvements constructed by Landlord pursuant to Paragraph 2.2 or the Premises repaired at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall repair the defect as soon as practicable. Landlord also hereby assigns to Tenant all warranties with respect to the Premises, including warranties that would reduce Tenant's maintenance obligations under this Lease, and shall cooperate with Tenant to enforce such warranties. Finally, notwithstanding anything to the contrary contained in this Lease, as of the Commencement Date, the roof (including roof screens and membrane), plumbing, electrical (including all outlets), heating and air conditioning systems in the Premises shall be on an “as is” basis. Landlord shall, at its sole cost in good working order and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)repair.

Acceptance of Premises. Except Tenant acknowledges that, except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to except for (1i) those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord's attention on a written punch list, which list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and delivered (ii) Landlord's other obligations specifically provided in this Lease, including without limitation, the responsibilities contained in Section 2.4 hereof. After the Tenant Improvements to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been Premises are substantially completed (excepting punch list items) and prior to the Commencement Date, Landlord shall cause the General Contractor to Inspect the Premises with the Tenant's representative and complete a punch list of unfinished or within forty five incorrect items of the Tenant Improvements. Authorized representatives for the Landlord and Tenant shall execute said punch list to indicate their approval thereof not later than thirty (4530) days following from and after the date of this Lease for Commencement Date. The items of Landlord’s Work designated as “complete” listed on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized such punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid completed by the Landlord within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery approval of such punch list or as soon thereafter as reasonably practicable. Nothing contained in this Lease, Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall deliver possession diligently complete all punch list items of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation Project or warranty is made concerning the their respective suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or to construct any improvements to the Premises except as expressly provided in this LeaseLease and/or the Work Letter, Tenant’s lease if any, attached hereto as Exhibit X (the “Work Letter”), and that the flooring materials which may be installed within portions of the Premises shall be located on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component ground floor of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for Building may be limited by the Landlord’s Workmoisture content of the Building slab and underlying soils. Except as expressly provided in this LeaseAs of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Tenant Improvements constructed by Landlord pursuant to the Work Letter which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five fifteen (4515) days following Landlord’s written notice(s) that after the Landlord’s Commencement Date (as defined in Section 3.1). If no items are required of Landlord under the Work has been substantially completed (or within forty five (45) days following Letter, Tenant shall be conclusively deemed to have accepted the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)Premises, and (2) Landlord’s obligations expressly set forth those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. Nothing contained in this Section 2.4 belowshall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized diligently complete all punch list therefor items of which it is notified as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Except as otherwise expressly provided in Paragraphs 10 and 11 of this Lease, Tenant acknowledges that neither in no event shall Landlord nor have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project obligation for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of defects in the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matterslimitation on its use. Further, neither Landlord nor any representative The taking of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease possession of the Premises shall be on an “as is” basis. Landlord shall, conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at its sole cost and expense, construct, repair and/or replace the time possession was taken except for items set forth on Schedule A attached to this Lease (collectively, the “that are Landlord’s Work”)responsibility under Paragraph 10 and any punchlist items agreed to in writing by Landlord and Tenant. The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component No later than 10 days after written demand is made therefor by Landlord of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseTenant, Tenant shall be conclusively deemed execute and deliver to have accepted Landlord a Commencement Date Certificate in the Premises form of Exhibit C attached to and those portions hereby made a part of the Building this Lease. Landlord represents and Project in which Tenant has any rights under this Lease warrants that as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of Commencement Date the Building’s slab as more particularly provided HVAC, electrical, plumbing and other mechanical systems are in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (good working order. Upon the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full mutual execution and delivery of both this Lease and proof of insurance required by this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms of Addendum 4, Landlord shall allow Tenant access to the Premises for the purposes of (i) constructing the Tenant Improvements (set forth on Exhibit E), (ii) preparing the Premises for the commencement of Tenant’s normal business operations and conditions of(iii) the Permitted Use, subject to applicable ordinances and building codes governing Tenant’s right to occupy or perform in the Premises (“Early Occupancy”). During such Early Occupancy period prior to the Commencement Date, Tenant shall be bound by its obligations under the Lease, including the obligation to provide evidence of insurance, but shall not be obligated to pay the Monthly Base Rent or Operating Expenses payable by Tenant to Landlord as set forth in the Lease. Notwithstanding anything to the contrary herein, in the event Landlord does not provide Tenant access to the Premises upon Tenant’s satisfaction of insurance and Legal Requirements (and subject to Force Majeure), the Work Letter attached as Exhibit X hereto Commencement Date (and the “Work Letter”)timing of all increases in Base Rent set forth in Addendum 1) shall be delayed one day for each day that Landlord fails to provide Tenant such access; provided, however, no in event shall Landlord’s work on the Initial Improvements or presence in the Premises prior to the Commencement Date be deemed a failure to provide Tenant with access.

Acceptance of Premises. (a) Except as may otherwise be expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A Construction Addendum attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Leasehereto, Tenant shall be conclusively deemed to have accepted accept the Premises and those portions of on the Building and Project Commencement Date in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Leaseits "AS-IS" condition, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list all applicable laws, ordinances, regulations, covenants and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretionrestrictions, and Landlord shall have no liability whatsoever obligation to perform or pay for any repair or other work therein. Landlord has made no representation or warranty as to the suitability of the Premises for the Access Control Work and/or conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. TENANT ACKNOWLEDGES THAT (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN "AS IS, WHERE IS" CONDITION (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), (2) LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), AND (4) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, OR IMPLIED, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as provided in Paragraph 10 and the Floor Surfacing Work beyond payment Construction Addendum, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to shall be conclusive evidence that Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in accepts the Premises as provided inand that the Premises were in good condition at the time possession was taken except for items that are Landlord's responsibility under Paragraph 10 and the Construction Addendum, and subject any punchlist items agreed to the terms in writing by Landlord and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Tenant.

Acceptance of Premises. Tenant has been in possession of, and conducting business in the Premises under the Oscient Sublease, the Oscient Space Attornment Agreement, the Premises West Consent Agreement and the Premises East Lease and intends to continue conducting business in the Premises, without interruption, from and after the Commencement Date. Further since the Premises will not be empty and/or unoccupied at any time prior to the Commencement Date and Landlord will have no opportunity to inspect, examine, and/or audit the Premises in order to establish the condition of the Premises as of the Commencement Date, Landlord shall have no liability for any defects in the Premises (whether latent or patent) and shall have no obligation to perform any work (except as set forth in the Work Letter) or to refurbish, finish, or otherwise alter the Premises in order to prepare the Premises for Tenant’s use or occupancy. Except as expressly provided set forth in the Work Letter, as conclusively evidenced by Tenant’s execution and delivery of this Lease, Tenant accepts the Premises “as is”, in their condition as of the Commencement Date, without any qualifications, restrictions, or limitations, subject to all applicable Legal Requirements (as defined in Section 7 hereof). Tenant agrees and acknowledges that neither Landlord nor any representative agent of Landlord has made any representation or warranty with respect to the Premises, condition of all or any portion of the Building Premises or the Project. No representation or warranty is made concerning , and/or the suitability or fitness of the Premises, the Building Premises or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersbusiness, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein. Subject to delays resulting from Force Majeure and Tenant Delay (as defined in the Work Letter), Landlord shall use commercially reasonable efforts to cause Landlord’s Work to be Substantially Complete (as defined in the Work Letter) on or before February 28, 2011 (“Target Completion Date”). If Landlord fails to complete Landlord’s Work by the-Target Completion Date, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable. If Landlord fails to Substantially Complete Landlord’s Work by April 4, 2011 (which date shall be solely responsible extended for delays resulting from Force Majeure and Tenant Delay) (such date, as so extended, the “Outside Delivery Date”), then Base Rent under this Lease shall xxxxx by one day for each day of delay in Substantial Completion of Landlord’s Work beyond the Outside Delivery Date. The Outside Delivery Date shall be further extended day-for-day for each day that the Execution Date extends beyond July 19, 2010. Landlord agrees to such mattersuse commercially reasonable efforts to perform Landlord’s Work in a manner which does not unreasonably interfere with Tenant’s use and enjoyment of the Premises; provided, that, Landlord shall have no obligation to incur any additional material cost in performing Landlord’s Work. FurtherWithout limiting the foregoing, neither Landlord nor agrees that it shall endeavor to schedule any representative utility interruptions related to the performance of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Landlord’s Work on weekends and shall endeavor to provide Tenant with respect at least 5 business days prior notice of any such interruption; provided, however, that notwithstanding anything to its permitted use the contrary contained herein, in no event shall Landlord have any obligation to incur any additional or overtime costs to complete Landlord’s Work. Notwithstanding anything to the contrary contained herein, for the period of the Premises as set forth in Item 3 60 consecutive days after Substantial Completion of the Basic Lease ProvisionsLandlord’s Work, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expenseexpense (which shall not constitute an Operating Expense), construct, repair and/or replace the items set forth on Schedule A attached be responsible for any repairs that are required to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed made to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that Systems serving the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items are newly installed as part of Landlord’s Work designated as “complete” on Work, unless Tenant was responsible for the attached Schedule A)cause of such repair, and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). case Tenant shall obtain those warranties from pay the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)cost.

Acceptance of Premises. Except as may otherwise be expressly provided in this Leasea Construction Exhibit attached hereto as Exhibit C , Tenant acknowledges that neither shall accept the Premises on the Commencement Date in its “AS-IS” condition, subject to latent defects of which Tenant gives Landlord nor written notice within thirty (30) days after discovery, but in no event one hundred eighty (180) days after the Commencement Date and patent defects of which Tenant gives Landlord written notice within thirty (30) days after the Commencement Date, further subject to all applicable laws, ordinances, regulations, covenants and restrictions, and Landlord shall have no obligation to perform or pay for any representative repair or other work therein. Landlord represents and warrants that, as of Landlord has made any representation or warranty with respect the Commencement Date (i) to the PremisesLandlord’s actual knowledge, the Building and the Premises shall contain no asbestos, PCBs or any airborne or site pollutants and (ii) the Project. No representation or warranty is made concerning the suitability or fitness of the PremisesPremises shall comply with all applicable Legal Requirements (as hereinafter defined), the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of other than zoning ordinances and other Legal Requirements specific to Tenant’s use of the Premises; provided, however, in the event of any breach of the foregoing representations and warranties, Tenant, as its sole and exclusive remedy, may require Landlord, as applicable and at Landlord’s sole expense, to remove said asbestos, PCBs, or airborne or site pollutants and/or to bring the Premises in compliance with applicable Legal Requirements (other than zoning ordinances and other Legal Requirements specific to Tenant’s use of the applicable zoning Premises) within six (6) months following Landlord’s receipt of written notice specifying the nature of such breach or regarding any other land use mattersnoncompliance; provided however, if such breach of representation or noncompliance is not reasonably susceptible of cure within said six (6) months, then Landlord shall cure the breach and/or bring the Premises in compliance, as applicable, within such period of time as is reasonably necessary so long as Landlord commences to cure within said six (6) month period. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant shall be solely responsible as to such matterswaives any implied warranty that the Premises are suitable for Tenant’s intended purposes. FurtherTENANT ACKNOWLEDGES THAT (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, neither Landlord nor any representative of Landlord has made any representations or warranties regarding WHERE IS” CONDITION (i) what other tenants or uses may be permitted or intended in the Building or the ProjectUNLESS OTHERWISE EXPRESSLY PROVIDED IN EXHIBIT C ATTACHED HERETO), (ii2) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease ProvisionsTHE BUILDINGS AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LEASE, or LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (iii3) any construction of portions of the Project not yet completedNO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS LEASE, INCLUDING EXHIBIT C ATTACHED HERETO), AND (4) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES, OTHER THAN AS EXPRESSLY SET FORTH IN THIS LEASE. Except as expressly provided in this Lease, Tenant’s lease including Paragraph 10, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be on an “as is” basis. Landlord shall, conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at its sole cost and expense, construct, repair and/or replace the time possession was taken except for items set forth on Schedule A attached to this Lease (collectively, the “that are Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in responsibility under this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)including Paragraph 10, and (2) Landlord’s obligations expressly set forth any punchlist items agreed to in Section 2.4 below. writing by Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as expressly provided in this LeasePrior to occupancy, Landlord and Tenant acknowledges that neither Landlord nor any representative shall conduct a joint inspection of Landlord has made any representation or warranty with respect the Premises during which they shall develop a mutually agreeable punchlist of items to the Premises, the Building or the Projectbe completed by Landlord. No representation or warranty is made concerning the suitability or fitness Tenant may amend such punchlist up to thirty (30) days after Tenant takes possession of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of . Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease 's occupancy of the Premises shall be on an “as is” basis. deemed to constitute acceptance of the Premises and acknowledgment by Tenant that Landlord shallhas fully complied with its obligations hereunder to construct and deliver the Premises to Tenant, at its sole cost except for the punchlist items, which shall be completed by Landlord within a reasonable time thereafter and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectivelyexcept for latent defects, the “Landlord’s Work”)existence of which Tenant gives Landlord notice within one (1) year following Tenant's opening for business in the Premises. The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permitsAfter first notifying Tenant by telephone, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain have the right to enter the Premises to complete or repair any customary manufacturers/installers warranties such punchlist items and entry by Landlord, its agents, employees or contractors for the Landlord’s Work. Except as expressly provided such purpose shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent or relieve Tenant of any of its obligations under this Lease, Tenant or impose any liability upon Landlord or its agents, employees or contractors. Landlord shall be conclusively deemed use its reasonable efforts to have accepted the Premises minimize any disruption to Tenant's business activities and those portions normal use of the Building and Project in which Tenant Premises. If the Lease Commencement Date has any rights under this Lease as of the “Early Occupancy Date” not occurred within ninety (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (4590) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”1.D.(2); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms provisions of Section 24 and conditions ofexcept for delays caused solely by Tenant, Tenant may elect to terminate this Lease by giving written notice of such intent to Landlord within fifteen (15) days after said ninety-day period. Upon any termination as aforesaid, this Lease shall be of no further force and effect, and, following the Work Letter attached as Exhibit X hereto (return to Tenant of the “Work Letter”)Advance Rent and Security Deposit, if any, neither party shall be liable to the other for damages of any type whatsoever on account of such termination.

Acceptance of Premises. Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Except as expressly provided herein otherwise, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. No later than 10 days after written demand is made by Landlord of Tenant, Tenant shall execute and deliver to Landlord a Commencement Date Certificate in the form of Exhibit C attached to and made a part of this Lease, . Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) Premises are occupied by an existing tenant (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing WorkExisting Tenant”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work acknowledges and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and agrees that Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall not deliver possession of the Premises to Tenant until Landlord has obtained lawful possession of the Premises from the Existing Tenant. Landlord represents and warrants that as of the Commencement Date the Premises’ HVAC, electrical, plumbing, sprinkler, and other mechanical systems are in good working order and Landlord warrants such systems for a period of six (6) months from the Commencement Date; provided, however, that such date warranty shall not be effective for any maintenance, repairs or replacements necessitated due to the misuse of, or damages caused by, Tenant, its employees, contractors, agents, subtenants, or invitees. Furthermore, Landlord represents and warrants that as of delivery the Commencement Date the Premises shall be vacant and in broom clean condition. Notwithstanding any contrary term or provision contained herein, in the event Tenant has not received a grant or other financial assistance from the State of possession New Jersey (i.e. through the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”Grow New Jersey program) in an amount reasonably acceptable to Tenant on or before September 25, 2018 Tenant shall have the Premises as provided inright to terminate this Lease upon written notice to Landlord on, or prior to September 30, 2018, in which event Landlord shall promptly return the Security Deposit and the first month’s Base Rent, Taxes and Monthly Fixed Operating Expenses to Tenant, and subject after which neither Landlord nor Tenant shall have any further obligations to the terms and conditions ofother hereunder. Tenant shall use commercially reasonable efforts to obtain a grant or other financial assistance from the State of New Jersey through September 25, the Work Letter attached as Exhibit X hereto (the “Work Letter”)2018.

Acceptance of Premises. Except Tenant acknowledges that, except as expressly provided set forth in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation Site or warranty is made concerning the their respective suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s 's use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the ProjectSite, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project Site not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease, Tenant’s lease . As of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component date of "Substantial Completion" of the Landlord’s Tenant Improvement Work set forth on (as defined in the Work Letter attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseExhibit X hereto), Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("WORK LETTER"), which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant Commencement Date (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) as defined in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).Section 3.1

Acceptance of Premises. Except as to the extent that Landlord has expressly provided agreed in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect Lease to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of perform certain tenant improvement work in the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible except as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended otherwise provided for in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseArticle 5.5, Tenant shall be conclusively deemed to have accepted the Premises on the Lease Commencement Date in their "as is" condition. Landlord warrants and those portions of the Building represents that all mechanical systems (including plumbing sprinklers, heating, ventilation and Project air conditioning systems) are in which Tenant has any rights under this Lease good operating condition and repair as of the “Early Occupancy Lease Commencement Date” (as defined . If tenant improvements are to be constructed by Landlord in Section 3.2), which the Premises the acceptance of the Premises by Tenant shall mean that it is conclusively established be deferred until receipt by the Tenant of an architect's certificate of readiness certifying that the Premises are ready for occupancy and those portions the granting to Landlord of all approvals necessary to obtain a certificate of occupancy. Within five (5) days after the architect gives such notice Tenant shall make such inspection of the Building and Project Premises as Tenant deems appropriate and, except as otherwise notified by Tenant in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered writing to Landlord within forty-five such period, Tenant shall be deemed to have accepted the Premises in their condition as of the date of the architect's certificate. If as a result of such inspection Tenant discovers minor deviations or variations from the plans and specifications for Tenant's improvements of a nature commonly found on a "punch list" (45as that term is used in the construction industry), Tenant shall promptly notify Landlord of such deviations. The existence of such punch list items shall not postpone the Lease Commencement Date of this Lease nor the obligation of Tenant to pay Rent, additional rent or any other charges due under this Lease. Landlord shall use its best efforts to complete any punch list items on the list of items submitted by Tenant to Landlord within thirty (30) days following Landlord’s Tenants submission of such list. In the event Landlord fails to complete any such punch list items within said thirty (30) day period Tenant shall provide Landlord with written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date notice of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 belowits Failure to do so. Landlord shall correct any deficiencies with have fifteen ( 15) days after receipt of such notice to complete the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided items identified by Tenant and if it fails to do so in such fifteen ( 15) day period Tenant may complete such punch list items at its expense and bill Landlord for the foregoingsame. Landlord shall also provide two (2) allowances agrees to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the reimburse Texxxx for all such reasonable cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid submitted within thirty (30) days of Landlord’s receipt of an invoice(s) with respect receiving legitimate invoices from Tenant. Landlord and Tenant hereby agree to execute a Declaration substantially in the covered workform attached hereto as Exhibit B. to confirm the Lease Commencement Date. Promptly from and after Failure to execute said Declaration shall not affect the full execution and delivery of this Lease, Landlord shall deliver possession commencement or expiration of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Lease Term.

Acceptance of Premises. Except to the extent modified by Landlord's express assumption of construction obligations, if any, in the Work Letter, if any, attached to this Lease as expressly provided Exhibit G, and Landlord's maintenance obligations under this Lease, THE PREMISES ARE BEING LEASED "AS IS," WITH TENANT ACCEPTING ALL DEFECTS, IF ANY, AND LANDLORD MAKES NO WARRANTY OF ANY IUND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES (WITHOUT LIMITATION, LANDLORD MAKES NO WARRANTY AS TO THE HABITABILITY, SUITABILITY, OR FITNESS OF THE PREMISES FOR A PARTICULAR PURPOSE NOR AS TO THE ABSENCE OF ANY TOXIC OR OTHERWISE HAZARDOUS SUBSTANCES). ANY IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED. TENANT FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS LEASE WOULD NOT BE MADE AND THAT LANDLORD DOES NOT HAVE, AND SHALL NOT UNDER ANY CIRCUMSTANCES HAVE, ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROJECT (AS DEFINED IN THIS LEASE), EXCEPT AS IS OTHERWISE EXPLICITLY CONTEMPLATED IN THIS LEASE. This Section 4 is subject to any contrary requirements under applicable law; however, in this Leaseregard, Tenant acknowledges that neither Landlord nor any representative of Landlord it has made any representation or warranty with respect been given the opportunity to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted inspect the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that to have qualified experts inspect the Premises and those portions of before the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions execution of this Lease. Tenant releases Landlord of all rights, subject only to (1) those defective express or incomplete portions implied, that Tenant may have against Landlord arising out of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)resulting from any errors, and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided omissions, or defects in the foregoingProperty. Landlord This waiver and release of claims shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (survive the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery termination of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except for such representations and warranties of Landlord as may be expressly provided set forth in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No Neither Landlord nor any representative of Landlord has made any representation or warranty is made concerning regarding the suitability or fitness of the Premises, the Building or the Project for any purposeof Tenant’s purposes, including without limitation any representations or warranties nor regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease, Tenant’s lease . As of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseEarly Occupancy Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to to: (1i) those defective or incomplete portions of the Landlord’s Tenant Improvements (“Tenant Improvements”) constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following after the date of this Lease for items of Landlord’s Work designated Early Occupancy Date (as “complete” on the attached Schedule Adefined in Section 3.1), and (2ii) Landlord’s obligations expressly set forth in those portions of the Building and the Project which Landlord remains responsible to maintain, repair and replace pursuant to the terms of this Lease (including, without limitation, Section 2.4 below). Landlord shall correct any deficiencies with diligently complete all punch list items of which it is notified as provided above. Nothing contained in this Section shall affect the Landlord’s Work promptly following delivery commencement of the itemized punch list therefor as provided in Term or the foregoing. Landlord shall also provide two (2) allowances obligation of Tenant to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)pay rent.

Acceptance of Premises. Except Subject to the provisions set forth in the next grammatical paragraph of this Paragraph 2.3, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the Rules and Regulations described in Paragraph 47 below; provided, however, the foregoing shall not relieve Landlord from its express obligations under the terms of this Lease. Tenant acknowledges that, except as may be expressly provided set forth in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has Landlord’s agents, employees, affiliates, or property manager have made any representation or warranty (express or implied) as to the suitability of the Premises for the conduct of Tenant’s business, the condition of the Building or Premises, the compliance of the Premises with any codes, laws, ordinances, rules or regulations, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant’s intended use. Tenant shall be responsible for confirming that its use of the Premises is permitted under local zoning ordinances applicable to the Premises (and Tenant acknowledges that Landlord makes no representation or warranty with respect to the Premises, same). Notwithstanding anything to the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided contrary contained in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached agrees to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant concurrently with the execution of this Lease with the (such date of delivery of possession i) Base Building mechanical, electrical, fire-life safety, plumbing, sprinkler and HVAC systems installed or furnished by Landlord serving the Premises (collectively, the “Delivery DateBuilding Systems”), and (ii) for Tenant’s construction of those tenant improvements the exterior walls, foundation, floor slabs, roof structure, columns, beams, shafts and stairwells, (collectively, the “Tenant ImprovementsBuilding Structure”) in good working order and repair. Landlord also agrees to deliver possession of the Premises to Tenant concurrently with the execution of this Lease with the exterior windows, ceilings, roof membrane, elevators, Base Building restrooms and all Common Areas of the Building in good working order and repair. In addition, Landlord hereby warrants the Building Systems serving the Premises and the roof of the Building against defects in workmanship and materials for a period of one (1) year following the Commencement Date. Tenant shall give written notice to Landlord if any defect in the Building Systems serving the Premises and/or the roof becomes reasonably apparent, provided, however, such notice of any defects in the Building Systems serving the Premises and/or the roof must be delivered to Landlord within one (1) year following the Commencement Date, and, provided such notice is timely given to Landlord by Tenant within such one (1) year period, Landlord shall, as provided inTenant’s sole and exclusive remedy for such defect(s), repair or replace, if necessary (as reasonably determined by Landlord), such defect(s) in the Building Systems and/or roof identified in Tenant’s notice as soon as practicable at Landlord’s sole cost and subject expense (and without pass through to Tenant as an Operating Expense or otherwise). For avoidance of doubt, the parties hereto agree that routine, preventative maintenance of any of the Building Systems serving the Premises shall not be covered by Landlord’s one (1)-year warranty above, but replacement of any compressors, coils and/or fan motors comprising part of the heating, ventilation and air conditioning system serving the Premises, if necessary, shall be covered by Landlord’s one (1)-year warranty above. Anything herein to the contrary notwithstanding, the parties hereto agree that Landlord’s obligation to repair any defects in the Building Systems serving the Premises or the roof of the Building pursuant to the terms of this paragraph above shall not be applicable to any defects caused by the acts, omissions, negligence or willful misconduct or misuse of the Premises or Building, or applicable portion thereof, by Tenant or any of Tenant’s agents, employees, officers, directors, partners, members, managers, affiliates, contractors, subcontractors, guests, invitees, licensees, sublessees or other representatives. On March 29, 2018, Landlord, at Landlord’s sole expense, caused samples of indoor air in the Building to be taken for the purpose of determining the presence and conditions ofconcentration of chlorinated volatile organic compounds (CVOCs) trichloroethylene (TCE), tetrachloroethene (PCE), and vinyl chloride (VC). Sampling and testing was conducted using methods and protocols accepted by the California Department of Toxic Substances Control (DTSC) or California Occupational Safety and Health Agency (CalOSHA) for commercial or industrial exposures. Landlord has submitted the samples under chain of custody protocols to a State of California-certified laboratory for analysis. Promptly upon receipt from the laboratory, Landlord shall provide to Tenant copies of the certificates of analysis for all samples taken in accordance with this paragraph. With respect to such samples referred to above, if the detected level of any CVOC referred to above is detected above the DTSC’s health-based screening levels for commercial land use, Landlord shall take appropriate monitoring and mitigation measures. Notwithstanding the foregoing, if the sampling for CVOC’s caused to be performed by Landlord as provided above show that no level of any CVOC is above the DTSC’s applicable health-based screening levels, Landlord shall not be required to perform any additional testing for CVOCs during the Term. Landlord represents for the benefit of Tenant that the Base Building Condition set forth in Schedule C-1 to the Improvement Agreement is in compliance with all applicable Laws (as defined in Paragraph 6.1 below) as of the Delivery Date. Tenant shall give written notice to Landlord within one (1) year following the Commencement Date if Tenant determines that any part of the Base Building Condition set forth in Schedule C-1 to the Improvement Agreement was not in compliance with applicable Laws as of the Delivery Date. If such non-compliance notice is timely given to Landlord by Tenant within such one (1) year period, Landlord shall, as Tenant’s sole and exclusive remedy for such non-compliance, repair or replace, if necessary (as reasonably determined by Landlord), such non-compliance items in the Base Building Condition identified in Tenant’s notice as soon as practicable at Landlord’s sole cost and expense (and without pass through to Tenant as an Operating Expense or otherwise). Anything herein to the contrary notwithstanding, the Work Letter attached as Exhibit X parties hereto (agree that Landlord’s obligation to remedy or correct any non-compliance items with respect to the “Work Letter”)Base Building Condition pursuant to the terms of this paragraph above shall not be applicable to any defects or non-compliance with applicable Laws caused by the acts, omissions, negligence or willful misconduct or misuse of the Premises or Building, or applicable portion thereof, by Tenant or any of Tenant’s agents, employees, officers, directors, partners, members, managers, affiliates, contractors, subcontractors, guests, invitees, licensees, sublessees or other representatives. Nothing set forth in the two immediately preceding paragraphs shall excuse Landlord of any of its maintenance, repair or replacements obligations under this Lease.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the ProjectSite (except as expressly provided in this Lease). No Not by way of limitation of the foregoing, no representation or warranty is has been made concerning with respect to the suitability or fitness for any purposes of the Premises, the Building or the Project for any purposeSite, including without limitation any representations or warranties nor regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the ProjectSite, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project Site not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or to construct any improvements to the Premises except as expressly provided in this Lease, Tenant’s lease including for the “Tenant Improvements” to be constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (the “Work Letter”). Tenant further acknowledges that, although Landlord has no actual knowledge of issues respecting the existing flooring materials installed in the Premises, the flooring materials which may be installed within the portions of the Premises shall be located on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component ground floor of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for Building may be limited by the Landlord’s Workmoisture content of the Building slab and underlying soils. Except as expressly provided in this LeaseAs of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1A) those defective or incomplete portions of the Landlord’s Work Tenant Improvements which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five thirty (4530) days following Landlord’s written notice(safter the Commencement Date (as defined in Section 3.1) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2B) Landlord’s obligations expressly set forth contained in Section 2.4 belowof this Lease. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized diligently complete all punch list therefor items of which it is notified as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except as expressly provided otherwise set forth in this the Lease, Tenant acknowledges that neither Landlord nor any representative shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made any no representation or warranty with respect as to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, Premises for the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersbusiness, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor waives any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of implied warranty that the Premises are suitable for Tenant’s intended purposes. Except as otherwise set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be on an “as is” basisconclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under the Lease and any punchlist items agreed to in writing by Landlord and Tenant. Landlord shall, at its sole cost and expense, construct, repair and/or replace Notwithstanding anything to the items contrary set forth on Schedule A attached to this Lease herein, Landlord represents and warrants that as of the Commencement Date (collectivelyi) the structural integrity of the Premises, including without limitation, the “Landlord’s Work”). The Landlord’s Work foundation, roof, and any load bearing or retaining walls, is free from any material latent or patent defects, (ii) Landlord is currently not the subject of any bankruptcy or insolvency proceeding, (iii) the Premises shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and Legal Requirements (hereinafter defined) in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease effect as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions Commencement Date of this Lease, subject only (iv) Landlord has full power, right and authority to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list execute and delivered perform this Lease and all limited liability company action necessary to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work do so has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)duly taken, and (2v) there are no covenants, conditions, restrictions or agreements in existence which are not part of the public records which will adversely affect the permitted use of the Premises. If any of the foregoing representations or warranties are inaccurate, Landlord shall, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such inaccuracy, rectify the same at Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)expense.

Acceptance of Premises. Except By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as expressly provided being in this Leasegood and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the reasonable rules and regulations from time to time promulgated by Landlord (and non-discriminatorily applied) governing the use of the Premises and Common Area, and Landlord completing the tenant improvements in accordance with the plans and specifications for such improvements, subject only to completion of items on Landlord’s punch list. Tenant acknowledges that neither Landlord nor any representative of Landlord has Landlord’s agents have made any representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, the condition of the Premises, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant’s intended use and that the Premises meets all governmental requirements for such intended use. Notwithstanding anything to the contrary contained in this Lease, Tenant’s acceptance of the Premises or submission of a “punch list” shall not be deemed a waiver of Tenant’s right to have defects in the improvements constructed by Landlord pursuant to Paragraph 2.2 or in the Premises corrected at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall correct the defect as soon as practicable. Landlord also hereby assigns to Tenant all warranties with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of that would reduce Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersmaintenance obligations under this Lease, and shall cooperate with Tenant shall be solely responsible as to enforce such matterswarranties. FurtherFinally, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in notwithstanding anything to the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided contrary contained in this Lease, Tenant’s lease as of the Commencement Date, the roof (including roof screens and membrane), plumbing, electrical (including all outlets), heating and air conditioning systems in the Premises shall be on an “as is” basis. Landlord shall, at its sole cost in good working order and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)repair.

Acceptance of Premises. Except Landlord agrees to install the tenant improvements (the "Initial Tenant Improvements") described in the Construction Addendum attached hereto as expressly Addendum 2 and Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances and regulations. Tenant acknowledges that Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for any punchlist items agreed to in writing by Landlord and Tenant. In no event shall Landlord be liable for any defects in the Premises (except as set forth in this Paragraph 2 of the Lease) or for any limitation on its use (except as a direct result of construction defects). Landlord shall deliver the Premises to Tenant clean and free of debris on the Commencement Date and warrants to Tenant (which warranty shall survive for a period of one year following the Commencement Date) that the existing structural portions of the Premises including roof, roof membranes and surface, foundations, exterior walls, support beams, plumbing, fire sprinkler system, lighting, HVAC, window seals, electrical systems, and loading doors, if any, in the Premises shall be in good operating condition on the Commencement Date. If a non-compliance exists as of the Commencement Date, Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant acknowledges setting forth the nature and extent of such non-compliance, rectify same at Landlord's cost and expense. The Building and that neither portion of the Premises already constructed and to be constructed by Landlord nor any representative or Landlord's contractor, have been or will be constructed in material compliance with all current governmental regulations, ordinances, and laws including zoning and building codes, regulations and ordinances and all applicable covenants and restrictions of Landlord has made any representation record which are in effect on or warranty with respect prior to the Premisescompletion of the buildout of the Tenant Improvements, including the provisions of Title III of the Americans with Disabilities Act as they may apply to the Building and that portion of the Premises already constructed. Landlord will be fully responsible for making all alterations and repairs to the Building and the Premises at its cost (which shall not be included as Operating Expenses), resulting from or necessitated by the failure by Landlord, Landlord's contractor, the Building or the Project. No representation or warranty is made concerning the suitability or fitness Premises to comply with such governmental regulations, ordinances and laws, all as in effect as of the PremisesCommencement Date only, provided that such non-compliance is not the result of Tenant's use or occupancy of the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Premises.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to (1) except for those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord's attention on a written punch list. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as EXHIBIT X, and shall be delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery term ("Term") of this LeaseLease commences as provided in Article III below. If no items are required of Landlord under the Work Letter, Landlord shall deliver by taking possession of the Premises Tenant accepts the improvements in their existing condition, and waives any right or claim against Landlord arising out of the condition of the Premises. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to Tenant (such date pay rent. Landlord shall diligently complete all punch list items of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, and subject above. In addition to the terms and conditions of, Landlord's obligations under the Work Letter attached hereto as Exhibit X hereto EXHIBIT X, Landlord warrants the good working order of the existing HVAC, plumbing, lighting, electrical, sewer and life safety systems serving the Premises for a period of thirty (30) days following the “Work Letter”)Commencement Date. In the event Tenant provides Landlord with written notice of any necessary repairs to such systems within such thirty (30) day period, Landlord shall promptly make such repairs as may be necessary to place the system in question in good working order.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation Project or warranty is made concerning the their respective suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease, Tenant’s lease . As of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseEarly Occupancy Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to to: (1A) those defective or incomplete portions of the Landlord’s Tenant Improvements constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five thirty (4530) days following Landlord’s written notice(s) that after the Landlord’s Work has been substantially completed Commencement Date (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)defined in Section 3.1, and (2B) Landlord’s obligations expressly set forth contained in Section 2.4 below. Landlord Nothing contained in this Section shall correct any deficiencies with affect the Landlord’s Work promptly following delivery commencement of the itemized punch list therefor as provided in Term or the foregoingobligation of Tenant to pay rent. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy diligently complete all punch list items of which proposal it is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except as expressly provided in Section 2.4 of this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning respecting the suitability or fitness for any purpose of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties nor regarding the compliance of Tenant’s use of the Premises with the applicable zoning or nor regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or to construct any improvements to the Premises except as expressly provided in this LeaseLease and/or the Work Letter, Tenant’s lease if any, attached hereto as Exhibit X (the “Work Letter”), and that the flooring materials which may be installed within portions of the Premises shall be located on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component ground floor of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for Building may be limited by the Landlord’s Workmoisture content of the Building slab and underlying soils. Except as expressly provided in this LeaseAs of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to to: (1A) those defective or incomplete portions of the Landlord’s Tenant Improvements constructed by Landlord pursuant to the Work Letter, which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five thirty (4530) days following Landlord’s written notice(s) that after the Landlord’s Work has been substantially completed Commencement Date (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule Adefined in Section 3.1), and (2B) Landlord’s obligations expressly set forth in Section 2.4 belowof this Lease. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized diligently complete all punch list therefor items of which it is notified as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to examined the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use Premises and accepts delivery of the Premises in an "As-Is" condition. However, in the event that during the course of the Tenant performing the Tenant's Work, in accordance with the Work Letter, the Tenant notices the Landlord of any violations of building code or other applicable zoning governmental regulations in regard to the Premises or regarding the Building, Tenant will not be responsible for any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations costs or warranties regarding (i) what other tenants or uses may be permitted or intended expenses incurred in the Building or remediation of any such violations and any said costs shall likewise not be included in, Operating Expenses as the Project, (iiterm is defined in Section 3.B.(1) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, will promptly correct any such violation at its Landlord's sole cost and expense, construct, repair and/or replace . Notwithstanding the items set forth on Schedule A attached to this Lease (collectivelyforegoing, the “Landlord’s Work”)Tenant hereby acknowledges that any items provided to the Premises by Landlord shall remain the property of the Landlord and, at the termination of this Lease, be returned to the Landlord in working condition, normal wear and tear excepted, subject to the useful life of any such item ending during the Lease Term. The Landlord’s Work All existing ceiling system and demountable partitions are to remain in the Premises at the time of the delivery of the Premises and may be utilized by Tenant without charge. Improvements, if any, to be made to the Premises by Tenant shall be constructed made in a good and workmanlike manner accordance with the Work Letter. Landlord shall provide Tenant with Landlord's pre-approved list of architects for purposes of preparation of plans in compliance accordance with all applicable building codes and permitsthe Work Letter. In addition thereto, and in accordance with that certain Letter Agreement, dated November 12, 1997, between Blue Lake, Ltd. and Willxxx X. Xxxxxxx. Xxndlord has stipulated Nichxxx Xxxe Architect, Inc. as a permitted architect for said purposes. All leasehold improvements (as distinguished from trade fixtures and apparatus) installed in the scheduled completion dates for each component Premises at any time, whether by or on behalf of Tenant or by or on behalf of Landlord, shall not be removed from the Premises at any time, unless such removal is consented to in advance by Landlord’s Work set forth ; and at the expiration of this Lease (either on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except Termination Date or upon such earlier termination as expressly provided in this Lease), all such leasehold improvements shall be deemed to be part of the Premises, shall not be removed by Tenant when it vacates the Premises, and title thereto shall vest solely in Landlord without payment of any nature to Tenant. All trade fixtures and apparatus (as distinguished from leasehold improvements) owned by Tenant and installed in the Premises shall remain the property of Tenant and shall be removable at any time, including upon the expiration of the Term; provided Tenant shall be conclusively deemed not at such time have committed an Event of Default, and provided further, that Tenant shall repair any damage to have accepted the Premises caused by the removal of said trade fixtures and those portions apparatus and shall restore the Premises to substantially the same condition as existed prior to the installation of said trade fixtures and apparatus. The taking of possession by Tenant (or any permitted assignee or subtenant of Tenant) of all or any portion of the Building Premises for the conduct of business will be deemed, subject to provisions of other Sections of this Lease and Project in which this Section 6, conclusive evidence that Tenant has any rights under found the Premises, and all of their fixtures and equipment, acceptable. Notwithstanding anything contained in this Lease Section 6 to the contrary, the Landlord shall be and remain responsible for, as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession the Premises, (i) structural defects, and (ii) the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in Premises' compliance with all applicable and governing laws, rules and regulations as to the Premises as provided inof the date of the delivery of possession of the Premises. The responsibility of Landlord may, and however, be subject to being diminished or terminated in the terms and conditions of, event of an exacerbation of any of the Work Letter attached as Exhibit X hereto (foregoing by virtue of acts or omissions by the “Work Letter”)Tenant following knowledge of the Tenant of any such defects or noncompliance. As of the date hereof the Premises comply in all material respects with all applicable Environmental Laws.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative it has inspected the Expansion Premises, knows the condition thereof, and accepts such Expansion Premises, and specifically the buildings and improvements comprising the same, in their present condition, as suitable for the purposes for which the Expansion Premises are leased. Taking of Landlord has made any representation or warranty with respect possession by Tenant shall be deemed conclusively to establish that said buildings and other improvements are in good and satisfactory condition as of when possession was taken. Tenant further acknowledges that no representations as to the repair of the Expansion Premises, nor promises to alter, remodel or improve the Expansion Premises have been made by Landlord. Landlord makes no representations about the condition of the Building and/or the Expansion Premises. Landlord is not liable for any defects to the Building and/or the Expansion Premises, whether such defects are patent or latent, and makes no warranties as to the Project. No representation or warranty is made concerning the suitability or fitness condition of the Expansion Premises. Notwithstanding anything else mentioned in this lease, if this lease is executed before the Building Expansion Premises become vacant or the Project otherwise available and ready for occupancy, or if any purpose, including without limitation any representations present tenant or warranties regarding the compliance of Tenant’s use occupant of the Expansion Premises with holds over, or fails to vacate the applicable zoning or regarding Expansion Premises when estimated by Landlord, and Landlord cannot, using good faith efforts, acquire possession of the Expansion Premises prior to the date above recited as the Commencement Date of this lease, Landlord shall not be deemed to be in default hereunder, nor in any other land use mattersway liable to Tenant because of such failure, and Tenant agrees to accept possession of the Expansion Premises at such time as Landlord is able to tender the same, which date shall thenceforth be solely responsible deemed the "Commencement Date"; and the term of this lease shall automatically be extended so as to include the full number of months herein before provided for, except that if the commencement date is other than the first day of calendar month, such mattersterm shall also be extended for the remainder of the calendar month in which possession is tendered. FurtherLandlord hereby waives payment of rent covering any period prior to such tendering of possession. After the Commencement Date, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the ProjectTenant shall, upon Landlord: ___________ Tenant:___________ FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN REGENT HOLDING CORPORATION, A FLORIDA CORPORATION, (ii"LANDLORD") any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease ProvisionsAND NETSPEAK CORPORATION, or A FLORIDA CORPORATION, (iii"TENANT") any construction of portions of the Project not yet completed. Except as expressly provided in this LeaseFOR PREMISES LOCATED AT 902 XXXXX XXXXX ROAD, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shallSUITES 104/106, at its sole cost XXXX XXXXX, XXXXXXX 00000 (CONTINUED) demand, execute and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered deliver to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date a letter of this Lease for items acceptance of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Expansion Premises.

Acceptance of Premises. Except as expressly provided Promptly after the Additional Building Modifications and the Building A Expansion are substantially complete and again, promptly after Lessor's Improvements are substantially complete, Lessor and Lessee shall jointly walk through the Leased Premises in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect order to inspect the PremisesAdditional Building Modifications, the Building or the ProjectA Expansion and Lessor's Improvements, whichever is applicable, and to develop a punch list of items to be completed and/or repaired by Lessor. No representation or warranty is made concerning the suitability or fitness Lessee acknowledges that as of the date of the applicable walk-through, it will have inspected the Leased Premises and will be renting same "as is", with the exception of: (i) the punch list items which Lessor shall be obligated to complete and/or repair; and (ii) defects in material or workmanship that are discovered during the one (1) year warranty period described in Section 1 (J) hereof. Lessee shall have the right to add mechanical, but not cosmetic, problems to the punch list for ninety (90) days following the applicable walk-through. The Leased Premises shall be delivered in broom clean condition with all mechanical equipment in good working order and the roof free of leaks. Furthermore, Lessor shall assign to Lessee all assignable warranties and guarantees, if any, received by Lessor in connection with the Leased Premises (other than those which relate to the portions of the Leased Premises which Lessor is obligated to maintain), and Lessor shall notify Lessee as to any warranty or guaranties that, to Lessor's actual knowledge, are not assignable, and shall use its best efforts to enforce non-assignable warranties and guarantees, if any, in connection with the Leased Premises, the Building at Lessee's request and on Lessee's behalf. If Lessor is requested to enforce a warranty or the Project for any purposeguaranty on behalf of Lessee, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant Lessee shall be solely responsible as for any reasonable consultants' or attorneys' fees incurred by Lessor in connection therewith, provided that Lessor advises Lessee of Lessor's estimate of the maximum amount of such expenses prior to incurring same and obtains Lessee's written consent to such mattersexpenditure. FurtherAt the point when Lessor's expenses equal or exceed the maximum amount approved by Lessee, neither Landlord nor any representative of Landlord has made any representations Lessor shall have the right to discontinue its efforts to enforce such non-assignable warranties or warranties regarding (i) what other tenants or uses may be permitted or intended in guaranties. At the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use end of the Premises as set forth in Item 3 of the Basic Lease Provisions, term or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions other expiration of this Lease, subject only Lessee will surrender and deliver up the Leased Premises to (1) those defective or incomplete portions of Lessor in substantially the Landlord’s Work which Tenant shall have itemized on a written punch list and same condition delivered to Landlord within forty-five Lessee, reasonable and ordinary wear and tear, alterations installed by Lessee (45) days following Landlord’s written notice(s) that unless Lessee is required to remove the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated same as “complete” on the attached Schedule Ahereafter provided), condemnation and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)damage by fire or casualty excepted.

Acceptance of Premises. Except Tenant has been in possession of, and conducting business in, the Premises under the Prior Lease and intends to continue conducting business in the Premises, without interruption, from and after the Lease Date. As a result, Tenant is the party most familiar with the condition of the Premises as expressly provided in of the Lease Date and, as conclusively evidenced by Tenant's execution and delivery of this Lease, Tenant accepts the Premises "as is", in their condition as of the Lease Date, without any qualifications, restrictions, or limitations, subject to all applicable Legal Requirements (as defined in Section 7 hereof). Further, since the Premises will not be empty and/or unoccupied at any time prior to the Commencement Date and Landlord will have no opportunity to inspect, examine, and/or audit the Premises in order to establish the condition of the Premises as of the Commencement Date, Landlord shall have no liability for any defects in the Premises (whether latent or patent) and shall have no obligation to perform any work or to refurbish, finish, or otherwise alter the Premises in order to prepare the Premises for Tenant's use or occupancy. Tenant agrees and acknowledges that neither Landlord nor any representative agent of Landlord has made any representation or warranty with respect to the Premises, condition of all or any portion of the Building Premises or the Project. No representation or warranty is made concerning , and/or the suitability or fitness of the Premises, the Building Premises or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters's business, and Tenant shall be solely responsible as to such matterswaives any implied warranty that the Premises or the Project are suitable for the Permitted Use. Further, neither Landlord nor any representative This Lease constitutes the complete agreement of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by and Tenant with respect to its permitted use of the Premises as set forth subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings, and negotiations that are not contained herein. Landlord, in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in executing this Lease, does so in reliance upon Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall's representations, at its sole cost and expensewarranties, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permitsacknowledgments, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)agreements contained herein.

Acceptance of Premises. Except as expressly provided set forth in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation Project or warranty is made concerning the their respective suitability or fitness of the Premises, the Building or the Project for any purposepurpose other than general office use, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease, Tenant’s lease . As of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseCommencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions . If no items are required of Landlord under the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is Letter attached hereto as Exhibit J X (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”), Tenant shall be conclusively deemed to have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Notwithstanding the foregoing, Landlord shall deliver the Premises to Tenant on the Commencement Date (as defined in Section 3.1) clean and free of debris with all items of Landlord’s work pursuant to the Work Letter, including without limitation, the installation of the Tenant Improvements (as defined in Section 3.1) completed in accordance with the terms of the Work Letter. Landlord warrants to Tenant that the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems in the Premises, shall be in good operating condition on the Commencement Date and during the initial twelve (12) months of the Term. In the event of a non-compliance with such warranty, Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s cost and expense. Further, in connection with the construction of the Tenant Improvements pursuant to the Work Letter, Tenant shall use commercially reasonable efforts to obtain customary warranties and guaranties from the contractor(s) performing such work and/or the manufacturers of equipment installed therein, but shall be under no obligation to incur additional expense in order to obtain or extend such warranties. If Tenant is required to make repairs to any component of the Premises or any of its systems not covered by the Landlord’s warranty contained in this Section 2.2 but for which Landlord has obtained a contractor’s or manufacturer’s warranty, then Landlord shall, upon request by Tenant, use its commercially reasonable efforts to pursue its rights under any such warranties for the benefit of Tenant. Under no circumstances will Tenant have the right to enforce any of the warranties and guaranties obtained by Landlord.

Acceptance of Premises. Except as expressly provided set forth below, the Subleased Premises will be delivered by the Sublessor, and accepted by the Sublessee, in this their "as-is" condition subject to latent defects not reasonably discoverable through visible inspection. Sublessor is not obligated to make any improvements or repairs to the Subleased Premises. Notwithstanding the foregoing, Sublessor shall cooperate with Sublessee to enforce and obtain the performance of Landlord's obligations under the Prime Lease, Tenant acknowledges without cost to Sublessor. The Sublessee has had an opportunity to inspect the Subleased Premises and has found the Subleased Premises to be fit for the Sublessee's use. The Sublessee accepts the premises with all systems (including, without limitation, heating, ventilating, air conditioning, telephone, etc.) to be in good working order and repair. Failure of Sublessee to notify Sublessor of any problems or issues with such systems within 30 days after the commencement date of the term shall be deemed an acceptance by Sublessee that neither Landlord nor any representative of Landlord has such systems are in good working order. In the event Sublessee requires that alterations be made any representation or warranty with respect to the Subleased Premises, all alterations shall be subject to the reasonable approval of the Sublessor and to the terms and conditions of the Prime Lease. Any alterations or improvements made to the Subleased Premises by Sublessee shall be removed at Expiration Date if so requested by Sublessor or the Prime Lessor at the time Sublessee requests consent from Sublessor or the Prime Lessor to improve or alter Subleased Premises. Sublessor shall be responsible for any damage done to the Subleased Premises in the process of Sublessor moving in or out of the Premises. Sublessee shall not be required to remove any improvements that were located in the Premises on the Sublease Commencement Date. Sublessee shall pay to Sublessor as rent for the Subleased Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness following: Eleven thousand, One hundred, Eighty-Eight and 00/100 Dollars ($11,188.00) per month commencing on Sublessee's possession of the Subleased Premises, the Building or the Project and continuing up to and including May 31, 2001; Eleven Thousand, Five Hundred, Twenty-Three and 64/100 Dollars ($11,523.64) per month commencing on June 1, 2001 and continuing up to and including May 31, 2002; Eleven Thousand, Eight Hundred, Sixty-Nine and 35/100 Dollars ($11,869.34) per month commencing on June 1, 2002 and continuing up to and including May 31, 2003; Twelve Thousand, Two Hundred, Twenty-Five and 43/100 Dollars ($12,225.43) per month commencing on June 1, 2003 and continuing up to and including November 30, 2003. Rent for any purpose, including without limitation any representations or warranties regarding period during the compliance of Tenant’s use term hereof which is for less than one month shall be a pro rata portion of the Premises with monthly installment. The rent will be paid in advance, on or before the applicable zoning or regarding any first day of each month during the term of this Sublease. Rent and additional rent and other land use matters, and Tenant charges shall be solely responsible payable without notice or demand, without any deduction, offset, or abatement except as otherwise provided in an immediately available funds of the United States of America to Sublessor at: Software Technology, Inc. 0000 Xxxxx Xxxx Melbourne, FL 32904-2314 Attention: Xxxxx Xxxx or to such mattersother person or at such other place as Sublessor may designate in writing. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use Commencing as of the Premises Commencement Date, Sublessee shall also pay to Sublessor, as set forth in Item 3 of the Basic Lease Provisionsadditional rent, or its prorata share (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions currently 33.32% of the Building and Project in which Tenant has any rights under this Lease as 7.72% of the “Early Occupancy Date” Property) of Operating Expenses and Real Estate Taxes (as such items are defined in Section 3.2the Prime Lease). Notwithstanding the foregoing, the Operating Expenses shall not include any expenses which acceptance will be paid fully and directly by Sublessee. Sublessee shall mean that it is conclusively established that also pay to Sublessor, as additional rent, any other sums and charges (except fixed rent) required to be paid by Sublessor to Prime Lessor under the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Prime Lease, subject only whether or not referred to (1) those defective or incomplete portions of as additional rent for charges incurred during the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered sublease term. All additional rent payments by Sublessee to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances Sublessor shall be paid made at least within thirty (30) days of Landlord’s receipt of an invoice(s) with respect invoice from Sublessor to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Sublessee.

Acceptance of Premises. Except as expressly provided specifically set forth in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including including, without limitation limitation, any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to except for: (1i) those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord's attention on a written punch list and (ii) Landlord's obligations under Section 2.5 hereof. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered to Landlord within forty-five sixty (4560) days following Landlord’s written notice(safter the term ("Term") that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items commences as provided in Article III below. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent, or Landlord’s Work designated as “complete” on the attached Schedule A), 's covenants and (2) Landlord’s obligations expressly agreements set forth elsewhere in Section 2.4 belowthis Lease or the repairs and services required of Landlord under this Lease. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized complete all punch list therefor items of which it is notified as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid above within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to following the covered work. Promptly from and after the full execution and delivery of this Lease, the punch list to Landlord; provided that Landlord shall deliver possession of the Premises to Tenant diligently complete any punch list items which, despite Landlord's diligence, cannot be completed within said thirty (such date of delivery of possession (the “Delivery Date”30) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)days.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord it has made any representation or warranty with respect to inspected the Premises, knows the Building or condition thereof, and accepts such Premises, and specifically the Projectbuildings and improvements comprising the same, in their present condition, as suitable for the purposes for which the Premises are leased. No representation or warranty is made concerning Taking of possession by Tenant shall be deemed conclusively to establish that said buildings and other improvements are in good and satisfactory condition as of when possession was taken. Tenant further acknowledges that no representations as to the suitability or fitness repair of the Premises, the Building nor promises to alter, remodel or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of improve the Premises with the applicable zoning or regarding any other land use mattershave been made by Landlord, and Tenant shall be solely responsible as to unless such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations are expressly set forth in Section 2.4 belowthis lease. Landlord shall correct If this lease is executed before the Premises become vacant or otherwise available and ready for occupancy, or if any deficiencies with the Landlord’s Work promptly following delivery present tenant or occupant of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretionholds over, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Leasecannot, Landlord shall deliver using good faith efforts, acquire possession of the Premises prior to the date above recited as the commencement date of this lease, Landlord shall not be deemed to be in default hereunder, nor in any way liable to Tenant (because of such failure, and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the "commencement date"; and the term of this lease shall automatically be extended so as to include the full number of months hereinbefore provided for, except that if the commencement date is other than the first day of calendar month, such term shall also be extended for the remainder of the calendar month in which possession is tendered. Landlord hereby waives payment of rent covering any period prior to such tendering of possession. After the commencement date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Premises.

Acceptance of Premises. Except Tenant hereby acknowledges that: (a) Tenant has had the opportunity to inspect the Premises and accepts the Premises “AS IS, WHERE IS” condition; (b) except as expressly provided in this LeaseSection 9.02, Tenant acknowledges that Landlord has no obligation, express or implied, to make changes to the Premises, or to permit alterations, modifications or other enhancements to the Premises, or to seek or obtain any governmental authorizations or permits for the benefit of Tenant, whether or not the failure to permit any such changes, alterations, modifications or other enhancements, or to seek or obtain any such governmental authorizations or permits, will adversely affect Tenant’s ability to conduct its business or otherwise have an adverse effect on its financial condition; (c) Landlord has previously never conducted coated film manufacturing on the Premises and does not make any representations or warranties with respect to the suitability or fitness of the Premises for the manufacture of coated film and (d) neither Landlord nor any representative of Landlord Landlord’s agents, has made any representation oral or warranty written representations or warranties with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premisesany use thereof, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises than as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease. EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE, Tenant’s lease of the Premises shall be on an TENANT ACCEPTS THE PREMISES IN ITS “as isAS IS” basisCONDITION AND TENANT EXPRESSLY WAIVES ANY WARRANTY OF CONDITION OR OF HABITABILITY OR SUITABILITY FOR OCCUPANCY, USE, HABITATION, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, EXPRESS OR IMPLIED, RELATING TO THE PREMISES OR INTENDED PERMITTED USE. Landlord shallTENANT UNDERSTANDS THAT THE INTRODUCTION OF CHEMICALS TO THE PREMISES MAY BE PROHIBITED BY LAW, at its sole cost and expenseREQUIRE PERMITS OR GOVERNMENTAL AUTHORIZATIONS FOR WHICH NO PERMIT OR AUTHORIZATION IS CURRENTLY IN EFFECT OR AVAILABLE OR REQUIRE USE OF LANDLORD’S EXISTING PERMITS OR AUTHORIZATIONS AND THAT (A) LANDLORD HAS NO OBLIGATION TO MAKE AVAILABLE TO TENANT THE USE, constructOR ENABLE TENANT TO OBTAIN THE BENEFIT, repair and/or replace the items set forth on Schedule A attached to this Lease OF ANY OF LANDLORD’S EXISTING PERMITS OR AUTHORIZATIONS AND (collectivelyB) IF LANDLORD DETERMINES, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permitsIN ITS SOLE AND ABSOLUTE DISCRETION, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseTHAT TENANT HAS FAILED TO OBTAIN ANY REQUIRED PERMITS OR AUTHORIZATIONS, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)OR THAT THE USE OF CHEMICALS BY TENANT THAT ARE DIFFERENT FROM CHEMICALS USED BY LANDLORD PRIOR TO THE SALE OF THE XSENSE BUSINESS TO TENANT, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseARE REASONABLY LIKELY TO CREATE ANY ENVIRONMENTAL RISK OR HAZARD, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)OR ARE OTHERWISE REASONABLY LIKELY TO JEOPARDIZE OR PLACE AT RISK ANY OF LANDLORD’S OPERATIONS, and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blastingPERMITS OR AUTHORIZATIONS, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1OR OTHERWISE ADVERSELY AFFECT LANDLORD’S BUSINESS, 2005THEN, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretionIN ANY SUCH EVENT, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this LeaseLANDLORD SHALL HAVE THE RIGHT, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided inIN ITS SOLE AND ABSOLUTE DISCRETION, and subject to the terms and conditions ofTO PREVENT THE USE OF THE PREMISES FOR THE PURPOSES INTENDED AND TO PROHIBIT MANUFACTURING IN THE PREMISES UNTIL SUCH TIME AS TENANT HAS FULLY REMEDIED AND ADDRESSED, the Work Letter attached as Exhibit X hereto (the “Work Letter”)TO LANDLORD’S SATISFACTION, THE BASES FOR LANDLORD’S ACTIONS.

Acceptance of Premises. Except And Covenants To Surrender: Lessee accepts the Premises in an "AS IS" condition and "AS IS" state of repair, subject to Lessor's representation that the Premises are in good order and repair, and comply with all requirements for occupancy as expressly provided in of the Commencement Date. Lessee agrees on the last day of the Lease Term, or on the sooner termination of this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of surrender the Premises with to Lessor in Good Condition and Repair. "Good Condition and Repair" shall generally mean that the applicable zoning or regarding any other land use mattersPremises are in the condition that one would expect the Premises to be in, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding if throughout the Lease Term Lessee (i) what uses and maintains the Premises in a commercially reasonable manner and in an accordance with the ' requirements of this Lease and (ii) makes all Required Replacements. "Required Replacements" are the replacements to worn-out equipment, fixtures, and improvements that a commercially reasonable owner-user would make. All of the following shall be in Good Condition and Repair: (i) the interior walls and floors of all offices and other tenants or uses may be permitted or intended in the Building or the Projectinterior areas, (ii) all suspended ceilings and any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth carpeting shall be clean and in Item 3 of the Basic Lease Provisionsgood condition, or (iii) any construction of portions all glazing, windows, doors and door closures, plate glass, and (iv) all electrical systems including light fixtures and ballasts, plumbing, and temperature control systems. Lessee, on or before the end of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions Term or sooner termination of this Lease, subject only shall remove all its personal property and trade fixtures from the Premises, and all such property not so removed shall be deemed to (1) those defective or incomplete portions be abandoned by Lessee. Lessee shall reimburse Lessor for all disposition costs incurred by Lessor relative to Lessee's abandoned property. If the Premises are not surrendered at the end of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (Lease Term or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery earlier termination of this Lease, Landlord Lessee shall deliver possession indemnify Lessor against loss or liability resulting from any delay caused by Lessee in surrendering the Premises including, without limitation, any claims made by any succeeding Lessee founded on such delay 3. Uses Prohibited: Lessee shall not commit, or suffer to be committed, any waste upon the Premises, or any nuisance, or other act or thing which may disturb the quiet enjoyment of any other tenant in or around the buildings in which the subject Premises are located or allow any sale by auction upon the Premises, or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, or place any loads upon the floor, walls, or ceiling which may endanger the structure, or use any machinery or apparatus which will in any manner vibrate or shake the Premises or the building of which it is a part, or place any harmful liquids in the drainage system of the building. No waste materials or refuse shall be dumped upon or permitted to remain upon any part of the Premises outside of the building proper. No materials, supplies, equipment, finished products or semi-finished products, raw materials or articles of any nature shall be stored upon or permitted to Tenant (such date remain on any portion of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).Page 3 [mission west properties/ standard lease v.4.0] Mosys draft lease 6/15/0

Acceptance of Premises. Tenant acknowledges that prior to the execution of this Lease, Tenant was occupying approximately 8,230 rentable square feet of the Building pursuant to the terms of a Standard Form Sublease dated May 18, 2001, between Set Engineering, a California corporation, as Sublease, and Tenant, as Sublessee (the “Mellanox Sublease”). Sublessor’s rights and interests under the Mellanox Sublease referred to in the immediately preceding sentence were assigned by Set Engineering to Landlord pursuant to the terms of that certain Assignment of Tenant’s Interest in Lease and Sublease dated November 27, 2001. Landlord and Tenant acknowledge and agree that the Sublease shall be deemed terminated as of December 31, 2001 (except that all of Tenant’s obligations under the Sublease accruing prior to the Commencement Date of this Lease, including, without limitation, all of Tenant’s indemnification obligations under the Sublease, shall survive the termination of the Sublease), and this Lease shall govern the rights and obligations of Landlord and Tenant with respect to the entire Premises as of the Commencement Date and throughout the Lease Term (as defined in Paragraph 3.1. By taking possession of the balance of the Premises not previously covered by the aforementioned Sublease, Tenant shall be deemed to have accepted the entire Premises as being in good and sanitary order, condition and repair. Tenant agrees to accept possession of the entire Premises in its then existing condition, “as-is”, including all latent and patent defects, and subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the reasonable rules and regulations from time to time promulgated by Landlord governing the use of the Premises and Common Area. Landlord hereby represents to Tenant that, to the current actual knowledge of Landlord (without any duty of inquiry or investigation), the structural roof and roof surface, structural and exterior walls and foundations of the Premises are in good order and repair and the electrical, plumbing, lighting, heating and air conditioning systems and any other building systems within the Premises are in good order, condition and repair. Except as otherwise expressly provided in this LeaseParagraph 2.2, Tenant acknowledges that neither Landlord nor any representative of Landlord has Landlord’s agents have made any representation or warranty with respect as to the Premisessuitability of the Premises for the conduct of Tenant’s business, the Building or the Project. No representation or warranty is made concerning the suitability or fitness condition of the Premises, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant’s intended use and that the Premises meets all governmental requirements for such intended use. In the event the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project is not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all any applicable building codes and permitslaws, and rules, regulations or ordinances in accordance with the scheduled completion dates for each component effect as of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in Commencement Date of this Lease, Tenant shall be conclusively deemed have no obligation to have accepted contribute to the Premises and those portions cost of bringing the Building and Project in which into such compliance. In the event any seismic improvements are required as a result of any tenant improvement work contemplated to be performed by Tenant has any rights under this Lease as of pursuant to the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions terms of this Lease, subject only to (1) those defective or incomplete portions then Tenant shall bear 100% of the Landlord’s Work which costs of undertaking such seismic improvements. Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of not be liable under this Lease for items the costs of Landlord’s Work designated as “complete” on correcting defects in the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery construction of the itemized punch list therefor as provided Building or cleaning up or remediating any environmental conditions that exist on, in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in or under the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface or Building or Common Areas as of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery Commencement Date of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject except to the terms and conditions ofextent caused by or contributed to by Tenant or any of its agents, the Work Letter attached as Exhibit X hereto (the “Work Letter”)employees, contractors or other representatives.

Acceptance of Premises. Except as expressly provided in Subject only to the fourth sentence of this LeaseParagraph 6, Tenant Subtenant acknowledges that neither Landlord nor any representative it has inspected the Premises and that it accepts the Premises in their present condition. Without limiting the generality of Landlord has made any the foregoing, Subtenant acknowledges that it or its consultants have determined that the electrical service in the Premises will meet the Subtenant's needs. Sublandlord makes no representation or warranty with respect as to the Premises, suitability or adequacy of the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the PremisesPremises (including, without limitation, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended electrical service in the Building or the ProjectPremises) for any use to be made of the Premises by Subtenant. Notwithstanding the foregoing in this Paragraph 6, but subject to the last sentence of this Paraxxxxx 0, Xxxxxxxxxxx xxxeby indemnifies Subtenant and holds Subtenant harmless from and against, and agrees to pay for, all costs or expenses whatsoever which Subtenant may incur in order to correct any latent defect in work performed by Sublandlord on the Premises that caused such work not to be in compliance with applicable law as in effect on the date upon which such work was completed (iisuch a latent defect, hereinafter, a "Latent Defect"); provided, however, that such indemnity shall cover only such costs and expenses as must necessarily be incurred in order to render the work affected by a Latent Defect in compliance with applicable law as in effect on the date upon which such work was completed. Nothing in the immediately preceding sentence shall be deemed to provide for indemnification of Subtenant by Sublandlord against any costs or expenses incurred by Subtenant (a) any exclusivity of use by Tenant with respect to its permitted any Latent Defect that arises as a result of any alternations made to the Premises by Subtenant, (b) with respect to any Latent Defect that arises as a result of any use of the Premises as set forth in Item 3 by Subtenant that differs from Sublandlord's use of the Basic Lease ProvisionsPremises, or (iiic) in connection with any construction of portions inspection of the Project not yet completed. Except work performed by Sublandlord on the Premises, (d) for attorneys' fees or expenses; (e) in connection with obtaining any permit (including, without limitation, any building permit) or any certificate of occupancy (except for those costs and expenses incurred in correcting a Latent Defect so as expressly provided in this Lease, Tenant’s lease of to render the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner work affected thereby in compliance with all applicable building codes and permits, and law as in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth effect on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”upon which such work was completed); and or (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”f) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)connection with any patent defect in any work performed by Sublandlord.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord it has made any representation or warranty with respect to inspected the Premisespremises, knows the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matterscondition thereof, and accepts such premises, and specifically the buildings and improvements comprising the same, in their present condition, as suitable for the purposes for which the premises are leased. Taking of possession by Tenant shall be solely responsible deemed conclusively to establish that said buildings and other improvements are in good and satisfactory condition as of when possession was taken. Tenant further acknowledges that no representations as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use repair of the Premises as set forth in Item 3 of premises, nor premises to alter, remodel or improve the Basic Lease Provisionspremises have been made by Landlord, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations unless such are expressly set forth in Section 2.4 belowthis lease. If this lease is executed before the premises becomes vacant or otherwise available and ready for occupancy, of if any present tenant or occupant of the premises holds over, and Landlord cannot, using good faith efforts, acquire possession of the premises prior to the date above recited as the commencement date of this lease, Landlord shall not be deemed to be in default hereunder, nor in any way liable to Tenant because of such failure, and Tenant agrees to accept possession of the premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the "commencement date"; and the term of this lease shall automatically be extended so as to include the full number of months hereinbefore provided for, except that if the commencement date is other than the first day of calendar month, such term shall also be extended for the remainder of the calendar month in which possession is tendered. Landlord shall correct hereby waives payment of rent covering any deficiencies with period prior to such tendering of possession. After the Landlord’s Work promptly following commencement date, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)premises.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including including, without limitation limitation, any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to (1) except for those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord's attention on a written punch list. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery term ("Term") of this LeaseLease commences as provided in Article III below. If no items are required of Landlord under the Work Letter, Landlord shall deliver by taking possession of the Premises Tenant accepts the improvements in their existing condition, and waives any right or claim against Landlord arising out of the condition of the Premises. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to Tenant (such date pay rent. Landlord shall diligently complete all punch list items of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, above within thirty (30) days except with respect to punch list items which cannot be corrected within thirty (30) days in which event Landlord shall commence such correction within thirty (30) days and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)thereafter diligently complete such work.

Acceptance of Premises. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted accept the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease its condition as of the “Early Occupancy Commencement Date” (, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Except as defined otherwise expressly set forth in Section 3.2)this Lease, which acceptance shall mean that it is conclusively established Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises and those portions are suitable for Tenant’s intended purposes. Except for latent defects (defects not discoverable by a visual inspection of the Building interior of the Premises), in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. Landlord represents and Project in which Tenant has any rights under warrants that as of the execution date of this Lease were the Building’s HVAC, electrical, plumbing and other mechanical systems, fire sprinkler system, loading docks, lighting, Building structure (including, without limitation, the roof, roof membrane and floor slab), parking lots, sidewalks, and the driveways are in satisfactory condition good working order. No later than 10 days after written demand is made therefor by Landlord of Tenant, Tenant shall execute and deliver to Landlord a Commencement Date Certificate in conformity the form of Exhibit C attached to and hereby made a part of this Lease. Landlord shall allow Tenant access to the Premises, upon delivery to Landlord of a Certificate of Insurance which complies with the provisions requirements of this Lease, subject only to for purposes of preparing the Premises for the commencement of Tenant’s normal business operations (1) those defective or incomplete portions including construction of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within fortyTenant-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule AMade Alterations), subject to applicable ordinances and (2) Landlordbuilding codes governing Tenant’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances right to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system occupy or perform in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing WorkEarly Occupancy”). During such Early Occupancy period prior to the Rent Commencement Date, Tenant shall obtain those warranties from be bound by its obligations under the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, including the obligation to provide evidence of insurance, but shall not be obligated to pay the Monthly Base Rent or Operating Expenses payable by Tenant to Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) as set forth in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Lease.

Acceptance of Premises. Except for latent defects as otherwise provided in this Lease and subject to Section 1.1 of Exhibit “D” hereto, Tenant hereby accepts the Premises in its “AS-IS” condition, and Landlord shall have no obligation to repair, restore, improve, remodel or refurbish the Premises other than as may be set forth in Exhibit “D”, provided that the Base Building Improvements (as defined in Exhibit “D” hereto), elevators lobbies, corridors and common areas, upon such delivery, shall be in compliance with Applicable Laws subject to applicable hardship variances and “grandfather” rights but shall otherwise be in first-class condition and operating order. By entering into possession of the Premises or any part thereof and except for such matters as Tenant shall specify to Landlord in writing within thirty (30) days thereafter, Tenant shall be conclusively deemed to have accepted the Premises and to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises and that such Premises is in satisfactory condition and in full compliance with the requirements of this Lease as of the date of such possession, except for latent defects and compliance with Applicable Laws as otherwise specifically required of Landlord under this Lease. With respect to latent defects, Landlord shall have no responsibility to correct or liability with respect to any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant but shall be responsible for repair of or liable for latent defects, if any, in the core and shell of the Building and in the Tenant Improvements installed by Landlord or Landlord’s contractors, subject to all applicable statutes of limitation. Except as otherwise expressly provided in this LeaseLease and except for use of the Premises for office purposes as permitted by the Certificate of Occupancy for the Building, Tenant acknowledges that neither Landlord nor any representative agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Project. No , including without limitation, any representation or warranty is made concerning with respect to the suitability or fitness of the Premises, the Building or any other portion of the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)business.

Acceptance of Premises. Except Tenant shall accept the Premises on the Commencement Date in its “AS‑IS, WHERE‑IS” condition, subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord shall have no obligation to perform or pay for any repair or other work therein, except that Landlord shall cause the Tenant Improvements (as expressly provided defined in this Leasethe Construction Addendum attached hereto as Exhibit C) and Landlord’s Work (as defined in the Construction Addendum attached hereto as Exhibit C) to be installed within the Premises in accordance with the terms of Exhibit C. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Tenant acknowledges that neither Landlord nor any representative (a) prior to the Commencement Date, Tenant owned and occupied the Project and is, accordingly, thoroughly familiar with the condition of the Project, (b) subject to the completion of the Tenant Improvements and Landlord’s Work, it has inspected and accepts the Premises in an “As‑Is, Where‑Is” condition, (c) the Building and improvements in the Premises are suitable for the purpose for which the Premises are leased and Landlord has made any representation no warranty, representation, covenant or warranty agreement with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability merchantability or fitness for any particular purpose of the Premises, (d) the Building Premises are in good and satisfactory condition, (e) no representations as to the repair of the Premises, nor promises to alter, remodel or improve the Project for any purposePremises except as provided in Exhibit C hereto have been made by Landlord, including without limitation any and (f) there are no representations or warranties regarding warranties, expressed, implied or statutory, that extend beyond the compliance description of the Premises. Landlord shall enforce any applicable warranty relating to the Tenant Improvements and Landlord’s Work on Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completedbehalf. Except as expressly provided in this LeaseSection 10, Tenantin no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. Subject to the completion of the Tenant Improvements and Landlord’s lease Work, the taking of possession of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, conclusive evidence that Tenant shall be conclusively deemed to have accepted accepts the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory good condition and in conformity with at the provisions of this Lease, subject only to (1) those defective or incomplete portions of the time possession was taken except for items that are Landlord’s Work which Tenant shall have itemized on a written punch list responsibility under Section 10 and delivered any punchlist items agreed to in writing by Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as may otherwise be expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding a Construction Addendum attached hereto (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”if any). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted accept the Premises and those portions of on the Building and Project Commencement Date in which Tenant has any rights under this Lease as of the its “Early Occupancy DateAS-IS” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Leasecondition, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list all applicable laws, ordinances, regulations, covenants and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretionrestrictions, and Landlord shall have no liability whatsoever obligation to perform or pay for any repair or other work therein. Landlord has made no representation or warranty as to the suitability of the Premises for the Access Control Work and/or conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. TENANT ACKNOWLEDGES THAT (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), (2) THE BUILDINGS AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), AND (5) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as provided in Paragraph 10, in no event shall Landlord have any obligation for any defects in the Floor Surfacing Work beyond payment Premises or any limitation on its use. The taking of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to shall be conclusive evidence that Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in accepts the Premises as provided in, and subject that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under Paragraph 10 and any punchlist items agreed to the terms in writing by Landlord and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Tenant.

Acceptance of Premises. Except Tenant acknowledges that as of the Commencement Date, Tenant has inspected and accepts the Premises in their present condition, “AS IS” (WITH ALL FAULTS), and as suitable for the Permitted Use and for Tenant’s intended operations in the Premises, subject only to any work to be performed by Landlord as specified in Exhibit C, as applicable, one punchlist submitted by Tenant to Landlord within 20 days after Tenant takes possession of the Premises (which punchlist shall, at Landlord’s election, be based on a joint inspection of the Premises by Landlord and Tenant), and the System Warranty (as defined below) provided that Landlord shall have no obligation to perform any work in the Premises except as specified in Exhibit C, the foregoing punchlist or in accordance with the System Warranty. Tenant further acknowledges that no representations as to the condition or repair of the Premises nor promises to alter, remodel or improve the Premises have been made by Landlord or any agents of Landlord except as expressly provided set forth in this Lease. However, Tenant acknowledges notwithstanding the foregoing, Landlord agrees that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premisesbase Building electrical, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premisesheating, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, ventilation and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended air conditioning and plumbing systems located in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease working order as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to date Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver delivers possession of the Premises to Tenant. Except to the extent caused by the acts or omissions of Tenant or any Tenant Party or by any alterations or improvements performed by or on behalf of Tenant (including the Tenant Work described on Exhibit C-1), if such systems are not in good working order as of the date possession of delivery the Premises is delivered to Tenant and Tenant provides Landlord with notice of the same within 90 days following the date Landlord delivers possession of the Premises to Tenant, Landlord, at its cost, shall be responsible for repairing or restoring the same (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work LetterSystem Warranty”).

Acceptance of Premises. Except Tenant shall accept the Premises in its condition as expressly provided in this Leaseof the Commencement Date, Tenant acknowledges that neither Landlord nor any representative of subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made any no representation or warranty with respect as to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with for the applicable zoning or regarding any other land use mattersconduct of Tenant's business, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor waives any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of implied warranty that the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completedare suitable for Tenant's intended purposes. Except as expressly provided in this LeaseParagraph 10, Tenant’s lease in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, conclusive evidence that Tenant shall be conclusively deemed to have accepted accepts the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory good condition at the time possession was taken except for items that are Landlord's responsibility under Paragraph 10 and any punchlist items agreed to in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which writing by Landlord and Tenant. Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days following the Commencement Date to prepare the punchlist items to be repaired by Landlord; provided, however, such punchlist items shall not include any items or repairs that were caused by, or are attributable to Tenant, its agents, employees and invitees. The ability of Landlord’s receipt Tenant to assert additional punchlist items for thirty (30) days following the Commencement Date is not intended to and shall not be construed to transfer to Landlord the Tenant's obligations to maintain during the Lease Term the interior of an invoice(s) with respect to the covered workPremises and/or the other portions of the Premises for which Tenant is responsible under this Lease. Promptly from and after As set forth on the full execution and delivery first page of this Lease, (i) the Premises is defined hereunder as the approximately 157,600 square feet of leased space as outlined on Exhibit A of this Lease, (ii) the Building is the entire approximately 206,500 square foot facility commonly known as the McAllen Distribution Center No. 1, and (iii) the Project is the Building and any other buildings built now or in the future by Landlord shall deliver possession or its successor which are contiguous to the Building and part of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)McAllen Distribution Center.

Acceptance of Premises. Except as expressly provided in this LeaseTenant hereby acknowledges that: (a) Tenant has had the opportunity to inspect the Premises and accepts the Premises “AS IS, Tenant acknowledges that WHERE IS” condition; (b) the Premises is acceptable for Tenant’s intended Permitted Use and Landlord has no obligation, express or implied, to make changes to the Premises, or to permit alterations, modifications or other enhancements to the Premises, or to seek or obtain any governmental authorizations or permits for the benefit of Tenant, whether or not the failure to permit any such changes, alterations, modifications or other enhancements, or to seek or obtain any such governmental authorizations or permits, will adversely affect Tenant’s ability to conduct its business or otherwise have an adverse effect on its financial condition; and (c) neither Landlord nor any representative of Landlord Landlord’s agents, has made any representation oral or warranty written representations or warranties with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premisesany use thereof, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises than as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease. EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE, Tenant’s lease of the Premises shall be on an TENANT ACCEPTS THE PREMISES IN ITS “as isAS IS” basisCONDITION AND TENANT EXPRESSLY WAIVES ANY WARRANTY OF CONDITION OR OF HABITABILITY OR SUITABILITY FOR OCCUPANCY, USE, HABITATION, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, EXPRESS OR IMPLIED, RELATING TO THE PREMISES OR INTENDED PERMITTED USE. Landlord shallTENANT UNDERSTANDS THAT THE INTRODUCTION OF CHEMICALS TO THE PREMISES MAY BE PROHIBITED BY LAW, at its sole cost and expenseREQUIRE PERMITS OR GOVERNMENTAL AUTHORIZATIONS FOR WHICH NO PERMIT OR AUTHORIZATION IS CURRENTLY IN EFFECT OR AVAILABLE OR REQUIRE USE OF LANDLORD’S EXISTING PERMITS OR AUTHORIZATIONS AND THAT (A) LANDLORD HAS NO OBLIGATION TO MAKE AVAILABLE TO TENANT THE USE, constructOR ENABLE TENANT TO OBTAIN THE BENEFIT, repair and/or replace the items set forth on Schedule A attached to this Lease OF ANY OF LANDLORD’S EXISTING PERMITS OR AUTHORIZATIONS AND (collectivelyB) IF LANDLORD DETERMINES, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permitsIN ITS SOLE AND ABSOLUTE DISCRETION, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseTHAT TENANT HAS FAILED TO OBTAIN ANY REQUIRED PERMITS OR AUTHORIZATIONS, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)OR THAT THE USE OF CHEMICALS BY TENANT THAT ARE DIFFERENT FROM CHEMICALS USED BY LANDLORD PRIOR TO THE SALE OF THE XSENSE BUSINESS TO TENANT, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseARE REASONABLY LIKELY TO CREATE ANY ENVIRONMENTAL RISK OR HAZARD, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)OR ARE OTHERWISE REASONABLY LIKELY TO JEOPARDIZE OR PLACE AT RISK ANY OF LANDLORD’S OPERATIONS, and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blastingPERMITS OR AUTHORIZATIONS, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1OR OTHERWISE ADVERSELY AFFECT LANDLORD’S BUSINESS, 2005THEN, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretionIN ANY SUCH EVENT, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this LeaseLANDLORD SHALL HAVE THE RIGHT, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided inIN ITS SOLE AND ABSOLUTE DISCRETION, and subject to the terms and conditions ofTO PREVENT THE USE OF THE PREMISES FOR THE PURPOSES INTENDED AND TO PROHIBIT MANUFACTURING IN THE PREMISES UNTIL SUCH TIME AS TENANT HAS FULLY REMEDIED AND ADDRESSED, the Work Letter attached as Exhibit X hereto (the “Work Letter”)TO LANDLORD’S SATISFACTION, THE BASES FOR LANDLORD’S ACTIONS.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation Site or warranty is made concerning the their respective suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the ProjectSite, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project Site not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease, Tenant’s lease . As of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseCommencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), Lease! which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with with-the provisions of this Lease, subject only to (1) those defective or incomplete portions of the LandlordTenant Improvements constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (“WorkLetter”), which defective or incomplete portions of the Tenant Improvements do not materially impair the use of the Premises for Tenant’s Work normal business operations therein, and which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant Commencement Date (such date of delivery of possession as defined in Section 3.1) (the “Delivery DatePunch List Items”) for Tenant’s construction ). Nothing contained in this Section shall affect the commencement of those tenant improvements (the “Term or the obligation of Tenant Improvements”) in the Premises to pay rent. Landlord shall diligently complete all Punch List Items of which it is notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that except as provided below, neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation Site or warranty is made concerning the their respective suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the ProjectSite, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project Site not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease, Tenant’s lease . As of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseCommencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("Work Letter"), which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution Commencement Date (as defined in Section 3.1) If no items are required of Landlord under the Work Letter, Tenant shall be conclusively deemed to have accepted the Premises, and delivery those portions of the Building and Site in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Site. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall deliver possession diligently complete all punch list items of which it is notified as provided above. Notwithstanding the foregoing, however, Landlord represents that as of the Premises to Tenant (such date of delivery of possession (the “Delivery Commencement Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in , the Premises as provided in, and subject to the terms all Building systems therein shall be in good working order and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)condition.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation Site or warranty is made concerning the their respective suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the ProjectSite, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project Site not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease, Tenant’s lease . As of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseCommencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("WORK LETTER"), which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution Commencement Date (as defined in Section 3.1). If no items are required of Landlord under the Work Letter, Tenant shall be conclusively deemed to have accepted the Premises, and delivery those portions of the Building and Site in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Site. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall deliver possession diligently complete all punch list items of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except Tenant shall accept the Premises in its condition as expressly provided in this Leaseof the Commencement Date, Tenant acknowledges that neither Landlord nor any representative of subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made any no representation or warranty with respect as to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, Premises for the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersbusiness, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. In no event shall be solely responsible as to such matters. Further, neither Landlord nor have any representative of Landlord has made obligation for any representations or warranties regarding (i) what other tenants or uses may be permitted or intended defects in the Building Premises or the Project, (ii) any exclusivity of use by Tenant with respect to limitation on its permitted use use. The taking of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease possession of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, conclusive evidence that Tenant shall be conclusively deemed to have accepted accepts the Premises and those portions that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under Paragraph 10 and any punchlist items agreed to in writing by Landlord and Tenant. No later than 10 days after written demand is made therefor by Landlord of Tenant. Tenant shall execute and deliver to Landlord a Commencement Date Certificate in the Building form of Exhibit C attached to and Project in which hereby made a part of this Lease. Tenant has any rights under this Lease hereby acknowledges that as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions date of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) Premises are occupied by an existing tenant (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing WorkExisting Tenant”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work hereby acknowledges and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and agrees that Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall not deliver possession of the Premises to Tenant (until Landlord has obtained lawful possession of the Promises from fee Existing Tenant. Tenant acknowledges that the effectiveness of this Lease is contingent upon the Existing Tenant vacating the Premises on or before the Commencement Date, as provided above, and Landlord obtaining lawful possession of the Premises. In the event the Existing Tenant does not vacate the Premises on or before the Commencement Date as provided above, then the Commencement Date of this Lease shall be extended on a per diem basis for every day of delay beyond the Contingency Data until such date as Landlord does obtain lawful possession of delivery the Premises from the Existing Tenant. In the event Landlord is not able to obtain lawful possession of possession (the “Delivery Date”) for Promises from the Existing Tenant and allow Tenant access to the Premises by April 30, 2016, then Tenant, as Tenant’s construction sole remedy hereunder for Landlord’s failure to deliver possession of those tenant improvements (the “Tenant Improvements”) in the Premises as provided into Tenant, shall have the right to terminate this Lease by written notice to Landlord whereupon, unless Landlord obtains lawful possession of the Premises from the Existing Tenant and subject allows Tenant access to the terms Premises within ten (10) business days after receipt of Tenant’s notice, this Lease shall terminate and conditions Landlord shall promptly refund to Tenant the Security Deposit, prepaid Rent and any other amounts deposited by Tenant with Landlord hereunder and neither party shall have any further rights or obligation hereunder. Landlord represents and warrants, to its knowledge, that as of the Commencement Date the Building’s HVAC, electrical, plumbing and other mechanical systems are in good working order and Landlord warrants such systems for a period of ninety (90) days from the Commencement Date; provided, however, that such warranty shall not be effective for any maintenance, repairs or replacements necessitated due to the misuse of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)or damages caused by, Tenant, its employees, contractors, agents, subtenants, or invitees.

Acceptance of Premises. Except as expressly provided specifically set forth in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including including, without limitation limitation, any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseLease in all respects, subject only to except for: (1i) those defective or incomplete portions of the Landlord’s Work matters which Tenant shall have itemized brought to Landlord's attention on a written punch list and (ii) Landlord's obligations under Section 2.5 hereof. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered --------- to Landlord within forty-five sixty (4560) days following Landlord’s written notice(safter the term ("Term") that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items commences as provided in Article III below. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent, or Landlord’s Work designated as “complete” on the attached Schedule A), 's covenants and (2) Landlord’s obligations expressly agreements set forth elsewhere in Section 2.4 belowthis Lease or the repairs and services required of Landlord under this Lease. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized complete all punch list therefor items of which it is notified as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid above within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to following the covered work. Promptly from and after the full execution and delivery of this Lease, the punch list to Landlord; provided that Landlord shall deliver possession of the Premises to Tenant diligently complete any punch list items which, despite Landlord's diligence, cannot be completed within said thirty (such date of delivery of possession (the “Delivery Date”30) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)days.

Acceptance of Premises. Except Replace Paragraph 2.4 with the following: Lessor warrants that, as expressly provided of the Commencement Date, no deferred maintenance is required to be performed on any of the electrical, plumbing or mechanical systems in this Lease, Tenant acknowledges the Premises and that neither Landlord nor such systems are in good working order. Lessee shall have the right to notify Lessor of any representative such deferred maintenance of Landlord has made any representation or warranty with respect required repairs to the Premiseselectrical, plumbing and mechanical systems within sixty (60) days following the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, Commencement Date and Tenant Lessor shall be solely responsible as for performance thereof or repairs thereto within fifteen (15) days following Lessee's timely delivery to Lessor of such mattersnotice. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord Lessee shall, at its Lessee's sole cost and expense, constructcomply with all of the requirements of municipal, repair and/or replace county, state, federal and other applicable governmental authorities now in force, or which may hereafter be in force, pertaining to Lessee's business operations in the items set forth on Schedule A attached to this Lease (collectivelyPremises, including, without limitation, the “Landlord’s Work”costs and expenses of compliance of Lessee's alterations, additions or improvements to the Premises with all requirements of applicable governmental authorities, and Lessee shall secure any necessary permits therefor and shall faithfully observe, in the Lessee's business operations in the Premises, all municipal, county, state, federal and other applicable governmental entities' requirements which are now in force, or which may hereafter be in force. Without limiting the generality of the foregoing sentence, Lessor agrees that Lessor shall be responsible for making alterations to the Premises which Lessor is required to maintain or repair if such alterations are required by changes in the law after the Term Commencement Date, and are not required as a result of (i) Lessee's particular manner of occupancy or business operations in the Premises, or (ii) any alterations, additions or improvements made by Lessee to the Premises (including, without limitation, the installation of Lessee's trade fixtures, equipment and furnishings in the Premises). The Landlord’s Work Lessee shall be constructed pay for all costs and expenses of any alterations required as a result of (i) Lessee's particular manner of occupancy or business operations in a good the Premises, or (ii) any alterations, additions or improvements made by Lessee to the Premises (including, without limitation, the installation of Lessee's trade fixtures, equipment and workmanlike manner furnishings in compliance with the Premises. Lessor warrants that the offices, rooms, structures and surrounding common areas owned by Lessor, including all applicable building codes parking lots, walkways, entrances, hallways and permitsother public spaces, elevators, and in accordance with other devices or pathways for ingress and exit to the scheduled completion dates for each component Premises, that might be used by customers, clients, invitees of Lessee and the general public, conform to all the requirements of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain American with Disabilities Act and all regulations issued by the U.S. Attorney General or other authorized agencies under the authorization of the Americans with Disabilities Act. The Lessor promises to reimburse and indemnify and defend the Lessee for any customary manufacturers/installers warranties for expenses incurred because of the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted failure of the Premises and those portions the Common Areas to conform with the above cited law and regulations, including the costs of making any alterations, renovations, or accommodations required by the American with Disabilities Act, or any governmental enforcement agency, or any court, any and all fines, civil penalties, and damages awarded against the Lessee resulting from violations of the Building above cited law and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)regulations, and (2) Landlord’s obligations expressly set forth all reasonable legal expenses incurred in Section 2.4 below. Landlord shall correct any deficiencies with defending claims made under the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); above cited law and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blastingregulations, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)including reasonable attorney's fees.

Acceptance of Premises. Tenant has been in possession of, and conducting business in, the Premises under the Prior Lease and intends to continue conducting business in the Premises, without interruption between the Prior Lease Termination Date and the Commencement Date. Tenant accepts the Premises “as is”, in their condition as of the Commencement Date, without any qualifications, restrictions, or limitations, subject to all applicable Legal Requirements (as defined in Section 7) and Landlord’s repair and maintenance obligations under Section 13 and with respect to the exterior walls, roof structure (excluding the roof membrane) and the foundation. Further, since the Premises will not be empty and/or unoccupied at any time prior to the Commencement Date and Landlord will have no opportunity to inspect, examine, and/or audit the Premises in order to establish the condition of the Premises as of the Commencement Date, Landlord shall have no liability for any defects in the Premises (whether latent or patent). Nothing in the preceding sentence is intended to limit or reduce Landlord’s repair and maintenance obligations under Section 13 and with respect to the exterior walls, roof structure (excluding the roof membrane) and the foundation. Except for Landlord’s HVAC Work (as expressly provided defined in this LeaseSection 2(e)), the Roof Work (as defined in Section 2(f)), and any obligations under the Work Letter, Landlord shall have no obligation to perform any work or to refurbish, finish, or otherwise alter the Premises in order to prepare the Premises for Tenant’s use or occupancy. Tenant agrees and acknowledges that neither Landlord nor any representative agent of Landlord has made any representation or warranty with respect to the Premises, condition of all or any portion of the Building Premises or the Project. No representation or warranty is made concerning , and/or the suitability or fitness of the Premises, the Building Premises or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersbusiness, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor waives any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in implied warranty that the Building Premises or the ProjectProject are suitable for the Permitted Use. Landlord, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in executing this Lease, does so in reliance upon Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shallrepresentations, at its sole cost and expensewarranties, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permitsacknowledgments, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Workagreements contained herein. Except as expressly provided Nothing contained in this Lease, Tenant shall be conclusively deemed paragraph is intended to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective limit or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) reduce Landlord’s obligations expressly set forth under Section 13 or make Tenant responsible for the matters described as exclusions to Operating Expenses in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two 5(a) - (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”x).

Acceptance of Premises. Except The taking of possession of the Premises by Tenant at the Commencement Date shall be conclusive evidence as expressly provided against the Tenant that Tenant accepts the same "as is" subject to the satisfaction of the Punch List Items, and that the Premises and the Building were in this Lease, Tenant acknowledges that neither good and satisfactory condition for the use intended at the time such possession was taken. Neither Landlord nor any representative of Landlord has Landlord's agents have made any representation representations or warranty promises with respect to the Premises, physical condition of the Building or the ProjectPremises, the rents, leases, expenses of operation, or any other matter or thing affecting or relating to the Premises except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease and the Building Option Agreement executed between the parties of even date herewith more particularly described in Exhibit I ("The Building Option Agreement"). No representation or warranty is made concerning Landlord and Tenant shall execute a memorandum of the suitability or fitness Building Option Agreement in recordable form which may at Tenant's sole option be recorded in the official records of Hillsborough County, Florida at Tenant's expense. Tenant will inspect the Premises and sign an Acceptance of Premises on the Commencement Date and be thoroughly acquainted with the condition of the Premises. Unless expressly stated herein to the contrary, the Building Landlord has no obligation to repair, improve, or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of add to the Premises with the applicable zoning or regarding any other land use matters, prior to Tenant's occupancy thereof and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good expenses and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this LeaseParagraph 7(b) hereof, subject only be responsible for any changes, alterations, repairs, or decorations to (1) those defective or incomplete portions the Premises prior to its occupancy thereof. Landlord agrees that it will cause the general contractor to furnish a payment and performance bond with a multi obligee rider in favor of Tenant, Landlord and the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered lender who is providing financing for improvements to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” be constructed on the attached Schedule APremises ("Lender"), and (2) Landlord’s obligations expressly set forth a surety in Section 2.4 belowan amount acceptable to the lender. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances negotiate all warranties and assign to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (at the “Access Control Allowance”) towards the cost Commencement Date all warranties that are assignable with respect to repair and/or replace the access control system in any improvements located on the Premises (including but not limited to the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (Building. During the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface construction of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of comply with the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) building codes, regulations and laws in existence in the Premises as provided inmunicipality, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)county and/or state which has jurisdiction over Landlord's work.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect Subject to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness provisions of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseAddendum Three, Tenant shall be conclusively deemed to have accepted accept the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease its condition as of the “Early Occupancy Commencement Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list all applicable laws, ordinances, regulations, covenants and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 belowrestrictions. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. agrees that upon Tenant's written request, received by Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect after the Commencement Date, Landlord shall have the Premises measured to the covered workexterior dripline by an architect mutually agreed upon by Landlord and Tenant. Promptly While the measurement is being performed, Tenant shall pay the amounts reflected herein at the times required by this Lease. If the rentable square footage of the Premises varies from and after the full execution and delivery that referenced on Page One of this Lease, then the monthly Base Rent and Estimated Operating Expenses shall be increased or decreased, as appropriate, based on the rates per square foot referenced on Page One of this Lease multiplied by the number of rentable square feet. Tenant and Landlord agree that they will execute an amendment to the lease to reflect such adjusted amounts. Any additional amounts due from Tenant shall be paid by Tenant upon Tenant's execution of the amendment and any amount due from Landlord shall deliver be credited against Tenant's next payment of monthly Base Rent and Operating Expenses. Except as provided in this Lease, Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Except as provided in Paragraph 10 or elsewhere in this Lease, in no event shall Landlord have any obligation for any defects in the Premises (except for latent defects at Landlord's sole cost and expense) or any limitation on its use. The taking of possession of the Premises to shall be conclusive evidence that Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in accepts the Premises as provided inand that the Premises were in good condition at the time possession was taken except for items that are Landlord's responsibility under Paragraph 10, latent defects, or elsewhere in this Lease and subject any punch list items agreed to the terms in writing by Landlord and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)Tenant.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth below, the Subleased Premises will be delivered by the Sublessor, and accepted by the Sublessee, in Item 3 their "as-is" condition except for latent defects not reasonably discoverable through visible inspection, in which event repair of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Sublease Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached sought by Sublessor pursuant to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component Section 10 of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain Prime Lease. Sublessor is not obligated to make any customary manufacturers/installers warranties for improvements or repairs to the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed Subleased Premises except to have accepted demise the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Subleased Premises (the “Access Control Work”expense to demise Sublease Premises to be borne solely by Sublessor); . Notwithstanding the foregoing, Sublessor shall cooperate with Sublessee to enforce and obtain the performance of Landlord's obligations under the Prime Lease, without cost to Sublessor. The Sublessee has had an opportunity to inspect the Subleased Premises and has found the Subleased Premises to be fit for the Sublessee's use. The Sublessee accepts the premises with all systems (bincluding, without limitation, heating, ventilating, air conditioning, telephone, etc.) Three Hundred thousand Dollars ($300,000.00) (to be in good working order and repair. Failure of Sublessee to notify Sublessor of any problems or issues with such systems within 30 days after the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface commencement date of the Building’s slab as more particularly provided term shall be deemed an acceptance by Sublessee that such systems are in good working order. In the event Sublessee requires that certain proposal from Xxxxxx’x Rug dated June 1alterations be made to the Subleased Premises, 2005, a copy of which proposal is attached hereto as Exhibit J (all alterations shall be subject to the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment reasonable approval of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from Sublessor and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions ofof the Prime Lease. Any alterations or improvements made to the Subleased Premises by Sublessee shall be removed at Expiration Date if so requested by Sublessor or the Prime Lessor at time Sublessee requests consent from Sublessor or the Prime Lessor to improve or alter Subleased Premises. Sublessor shall be responsible for any damage done to the Subleased Premises in the process of Sublessor moving in or out of the Premises. Sublessee shall pay to Sublessor as rent for the Subleased Premises, the Work Letter attached following: Ten Thousand, Seven Hundred, Sixty Nine and 50/100 Dollars ($10,769.50) per month commencing on Sublessee's possession of the Subleased Premises, and continuing up to and including July 31, 2001; Eleven Thousand, Ninety Two and 59/100 Dollars ($11,092.59) per month commencing on August 1, 2001 and continuing up to and including July 31, 2002; Eleven Thousand, Four Hundred, Twenty Five and 36/100 ($11,425.36) per month commencing on August 1, 2002 and continuing up to and including July 1, 2003; Eleven Thousand, Seven Hundred, Sixty Eight and 99/100 Dollars ($11,768.12) per month commencing on August 1, 2003 and continuing up to and including August 31, 2003; Rent for any period during the term hereof which is for less than one month shall be a pro rata portion of the monthly installment. The rent will be paid in advance, on or before the first day of each month during the term of this Sublease. Rent and additional rent and other charges shall be payable without notice or demand, without any deduction, offset, or abatement except as Exhibit X hereto otherwise provided and in immediately available funds of the United States of America to Sublessor at: Software Technology, Inc. Attention: Xxxxx Xxxx, Vice President of Finance 0000 Xxxx Xxxxxx Xxxxxxxxx, XX 00000 Or to such other person or at such other place as Sublessor may designate in writing. If Sublessee shall fail to pay any Rent within ten (10) days after such Rent becomes due and payable, then (a) Sublessee shall pay to Sublessor a late charge of five percent (5%) of the “Work Letter”amount of such overdue Rent, and (b) any such late Rent payment shall bear interest from the date such rent became due and payable to the date of payment thereof by Tenant at the Interest Rate of eighteen percent (18%) per annum, but in no event greater than the maximum rate permitted by law. Such late charge and interest shall be due and payable within five (5) business days after written demand from Sublessor is received by Sublessee. Commencing as of January 1, 2001, Sublessee shall also pay to Sublessor, as additional rent, its prorata share (currently 6.54%) of increases in Operating Expenses and Real Estate Taxes (as such items are defined in the Prime Lease) over the actual expenses incurred during the base year, which shall be defined as Calendar Year 2000. Sublessee shall also pay to Sublessor, as additional rent, its pro rata share of any other sums and charges (expect fixed rent) required to be paid by Sublessor to Prime Lessor under the Prime Lease, whether or not referred to as additional rent (except for any charges and sums due solely to services requested by Sublessee or solely benefiting Sublessor).

Acceptance of Premises. Except By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as expressly provided being in this Leasegood and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the reasonable rules and regulations from time to time promulgated by Landlord (and non-discriminatorily applied) governing the use of the Premises and Common Area, and further, to have accepted tenant improvements to be constructed by Landlord (if any) as being completed in accordance with the plans and specifications for such improvements, subject only to completion of items on Landlord's punch list. Tenant acknowledges that neither Landlord nor any representative of Landlord has Landlord's agents have made any representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, the condition of the Premises, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant's intended use and that the Premises meets all governmental requirements for such intended use. In addition, except for such improvements as may be included in Exhibit C, Landlord makes no representation or warranty as to the compliance of the Premises or the Common Area with the requirements of the ADA. Notwithstanding anything to the contrary contained in this Lease, Tenant's acceptance of the Premises or submission of a "punchlist" shall not be deemed a waiver of Tenant's right to have defects in the improvements constructed by Landlord pursuant to Paragraph 2.2 or in the Premises repaired at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall repair the defect as soon as practicable. Landlord also hereby assigns to Tenant all warranties with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of that would reduce Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters's maintenance obligations under this Lease, and shall cooperate with Tenant shall be solely responsible as to enforce such matterswarranties. FurtherFinally, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in notwithstanding anything to the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided contrary contained in this Lease, Tenant’s lease as of the Commencement Date, the roof (including roof screens and membrane), plumbing, electrical (including all outlets), heating and air conditioning systems in the Premises shall be on an “as is” basis. Landlord shall, at its sole cost in good working order and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”)repair. Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver acknowledge that Tenant is in possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for space under a prior written lease agreement which has been terminated between Landlord and Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation Site or warranty is made concerning the their respective suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the ProjectSite, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project Site not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease, Tenant’s lease . As of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost Commencement Date and expense, construct, repair and/or replace the items set forth on Schedule A attached subject to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseSection 2.4 below, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project Site in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("Work Letter"), which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution Commencement Date (as defined in Section 3.1). If no items are required of Landlord under the Work Letter, Tenant shall, subject to Section 2.4 below, be conclusively deemed to have accepted the Premises, and delivery those portions of the Building and Site in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Site. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall deliver possession diligently complete all punch list items of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither If Landlord nor is required to make any representative of Landlord has made any representation or warranty with respect improvements to the Premises, such items shall be listed on Exhibit B as Landlord’s Work, and Tenant agrees to accept possession of the Building or the ProjectPremises upon substantial completion of Landlord’s Work. No representation or warranty If Landlord is made concerning the suitability or fitness of not required to make any Bay Tech Gross Office Lease Dance Biopharm, Inc. improvements to the Premises, Tenant shall accept possession of the Building Premises on the Commencement Date specified in Article 1 in its “as is” condition, subject to delay as specified in Article 4.5 above. Landlord is not required to make any changes or improvements to the Project for any purposePremises except as specifically set forth in Exhibit B to this Lease. Tenant acknowledges that (i) Landlord makes no warranties or representations regarding the physical condition of the Premises or its compliance with building codes, rules, laws or ordinances; (ii) it has had the opportunity to inspect the Premises, including without limitation the roof and structural components of the building in which the Premises are located, and the electrical plumbing and HVAC systems serving the Premises, and to hire experts to conduct such inspections on its behalf; and (iii) Tenant is leasing the Premises based on its own inspection of the Premises and those of its agents, and is not relying on any representations or warranties of the Landlord regarding the compliance physical condition of the Premises. Tenant’s use taking of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease possession of the Premises shall be on deemed to be an “acceptance by Tenant of the condition of the Premises and an acceptance of any work of improvement done by Landlord as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, substantially complete and in accordance with the scheduled completion dates terms of this Lease and shall constitute conclusive evidence that the Premises were, as of that date, in good, clean and tenantable condition, except as to any “punch list” items for each component of the Landlord’s Work set forth on attached Schedule A. work required to be performed by Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in under this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project which “punch list” items are specifically set forth in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and notice by Tenant delivered to Landlord within forty-five (45) ten days following Landlord’s written notice(s) that after the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 belowCommencement Date. Landlord shall correct said items to Tenant’s reasonable satisfaction within 30 days after receipt of said notice (unless an item cannot reasonably be corrected within such period, in which event Landlord shall commence correction within the 30-day period and diligently pursue it to completion), and there shall be no reduction in or set-off against any deficiencies with Rent due hereunder by reason of said items. Tenant acknowledges that the Landlord’s Work promptly following delivery Leasable Area of the itemized punch list therefor Premises as provided specified in Article 1 is an estimate and that Landlord does not warrant the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface exact Leasable Area of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”)Premises. Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver By taking possession of the Premises to Premises, Tenant (such date accepts the Leasable Area of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)that specified in Article 1.

Acceptance of Premises. Except Tenant has been in possession of, and conducting business in, the Premises under the Prior Lease and intends to continue conducting business in the Premises, without interruption, from and after the Lease Date. As a result, Tenant is the party most familiar with the condition of the Premises as expressly provided in of the Lease Date and, as conclusively evidenced by Tenant's execution and delivery of this Lease, Tenant accepts the Premises "as is", in their condition as of the Lease Date without any qualifications, restrictions, or limitations, subject to all applicable Legal Requirements (as defined in Section 7 hereof). Further, since the Premises will not be empty and/or unoccupied at any time prior to the Commencement Date and Landlord will have no opportunity to inspect, examine, and/or audit the Premises in order to establish the condition of the Premises as of the Commencement Date, Landlord shall have no liability for any defects in the Premises (whether latent or patent) and shall have no obligation to perform any work or to refurbish, finish, or otherwise alter the Premises in order to prepare the Premises for Tenant's use or occupancy. Tenant agrees and acknowledges that neither Landlord nor any representative agent of Landlord has made any representation or warranty with respect to the Premises, condition of all or any portion of the Building Premises or the Project. No representation or warranty is made concerning , and/or the suitability or fitness of the Premises, the Building ' Premises or the Project for any purpose, including without limitation any representations or warranties regarding the compliance conduct of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters's business, and Tenant shall be solely responsible as to such matterswaives any implied warranty that the Premises or the Project are suitable for the Permitted Use. Further, neither Landlord nor any representative This Lease constitutes the complete agreement of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by and Tenant with respect to its permitted use of the Premises as set forth subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings, and negotiations that are not contained herein. Landlord, in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in executing this Lease, does so in reliance upon Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall's representations, at its sole cost and expensewarranties, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permitsacknowledgments, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)agreements contained herein.

Acceptance of Premises. Except as expressly provided in this LeaseWithin ten (10) days after completion of the Tenant Improvements, Tenant acknowledges shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that neither Landlord nor any representative could not have been discovered by a reasonably thorough visual inspection of Landlord has made any representation or warranty with respect the Capital Improvements, and subject to the PremisesLandlord’s representations and warranties described below, the Building or the Project. No representation or warranty is made concerning the suitability or fitness by taking possession of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as deemed to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of have accepted the Premises as set forth in Item 3 of good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Premises caused by Tenant’s lease of the Premises move-in shall be on an “as is” basis. Landlord shallrepaired or corrected by Tenant, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “. Tenant acknowledges that neither Landlord nor Landlord’s Work”). The Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant’s business or for any other purpose, nor has Landlord or Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with Agents agreed to undertake any Alterations or construct any Improvements to the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except Premises except as expressly provided in this Lease, . If Tenant shall be conclusively deemed fails to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on submit a written punch punch-list and delivered to Landlord within fortysuch 10-five (45) days following day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for contractor shall complete all reasonable punch-list items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord’s receipt contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of an invoice(ssuch punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) with respect to the covered work. Promptly from and after the full execution and delivery days of this Leasecompletion, Landlord such items shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for be deemed approved by Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of shall accept the Premises with on the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended Commencement Date in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as as- is” basis. Landlord shallcondition, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached subject to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes laws, ordinances, regulations, covenants and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretionrestrictions, and Landlord shall have no liability whatsoever obligation to perform or pay for any repair or other work therein, except as otherwise expressly provided by the terms of this Lease. Tenant shall cause the Tenant Improvements (as defined in the Tenant Work Letter attached hereto as Exhibit C) to be installed within the Premises in accordance with the terms of Exhibit C. Landlord has made no representation or warranty as to the suitability of the Premises for the Access Control Work and/or conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Tenant acknowledges that (a) it has inspected and accepts the Premises in an “As-Is, Where-Is” condition, (b) the Building and improvements in the Premises are suitable for the Floor Surfacing Work beyond payment of purpose for which the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) Premises are leased and Landlord has made no warranty, representation, covenant, or agreement with respect to the covered workmerchantability or fitness for any particular purpose of the Premises, (c) the Premises are in good and satisfactory condition, (d) no representations as to the repair of the Premises, nor promises to alter, remodel or improve the Premises have been made by Landlord, and (e) there are no representations or warranties, expressed, implied or statutory, that extend beyond the description of the Premises. Promptly from Except as provided in Paragraph 10, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and after that the full Premises were in good condition at the time possession was taken. Notwithstanding anything to the contrary provided for herein, Landlord shall use commercially reasonable efforts to provide Tenant with access to the Premises to complete the Tenant Improvements within five (5) business days subsequent to the execution and delivery of this Lease, Lease by Landlord shall deliver possession of the Premises to and Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in ). Any early occupancy or presence at the Premises as provided in, and prior to Substantial Completion shall be subject to the all terms and conditions ofof the Lease, the Work Letter attached as Exhibit X hereto (the “Work Letter”)except Base Rent and Operating Expenses shall not be charged during such early occupancy.

Acceptance of Premises. Except Tenant has examined the Premises and accepts them in “as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Projectis” condition. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding as to the compliance of Tenant’s use condition of the Premises with the have been made by Landlord or its officers, agents or employees. Tenant is responsible for determining whether Tenant’s proposed use of Premises conforms to applicable zoning or regarding building codes. Landlord shall have no liability to Tenant for any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations damage or warranties regarding (i) what other tenants or uses may be permitted or intended in injury caused by the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use condition of the Premises as set forth or for any latent defect in Item 3 of the Basic Lease ProvisionsPremises. All furnishings, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Leaseappliances, Tenant’s lease fixtures, improvements, surface coverings, decoration and other contents of the Premises shall be on an “as is” basis. Landlord shall, provided by Tenant at its sole cost own expense. Tenant accepts the Premises subject to any and expenseall existing permits, constructlicenses, repair and/or replace the items set forth on Schedule A attached leases, easements, railroad facilities, pipelines, telephone, telegraph, communication, power and signal lines or any other similar facilities, together with any future installations thereof. Square Footage Tenant’s signature to this Lease (collectively, verifies the “Landlord’s Work”)approximate square footage of the Premises. The Base Rent and any other charges assessable under this Lease shall not be adjusted by reason of any claimed variation in square footage by either party. Alterations and Additions Tenant shall not make or allow to be made any alterations, additions or improvements to or of the Premises or any part thereof or its contents without first obtaining the written consent of Landlord’s Work . All alterations, additions or improvements to or of the Premises, including, but not limited to, wall covering, paneling, built-in cabinet work, but excepting movable furniture and trade fixtures shall at once become a part of the realty and belong to Landlord and shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance surrendered with the scheduled completion dates for each component Premises. Any authorized alterations, additions or improvements to the Premises by Tenant shall be made by Tenant at Tenant’s own expense. Upon expiration or termination of the Landlordthis Lease and at Tenant’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Leaseown expense, Tenant shall remove all alterations, additions or improvements made by Tenant and designated by Landlord to be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)removed, and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct repair any deficiencies with damages caused by the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)removal.

Acceptance of Premises. Except as may otherwise be expressly provided in this the Work Letter attached hereto as Exhibit C, Tenant shall accept the Premises on the Commencement Date in its “AS-IS, WHERE-IS” condition. Landlord states that, to Xxxxxxxx’s knowledge, the Premises as of the Date of Lease, Tenant acknowledges that neither is not in violation of any applicable laws, ordinances, regulations, covenants or restrictions. Landlord nor shall have no obligation to perform or pay for any representative of repair or other work in the Premises, except as otherwise expressly provided herein. Landlord has made any no representation or warranty with respect as to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with for the applicable zoning or regarding any other land use mattersconduct of Xxxxxx’s business, and Tenant shall be solely responsible as to such mattersLandlord DCB 3 Tenant D.A. waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding TENANT ACKNOWLEDGES THAT (i) what other tenants or uses may be permitted or intended in the Building or the ProjectIT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS-IS, WHERE-IS” CONDITION (EXCEPT AS EXPRESSLY PROVIDED IN THE WORK LETTER ATTACHED HERETO AS EXHIBIT C), (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease ProvisionsTHE BUILDING AND IMPROVEMENTS COMPRISING THE PREMISES ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, or REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE SUITABILITY, HABITABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (iii) any construction THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (iv) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (EXCEPT AS EXPRESSLY PROVIDED IN THE WORK LETTER ATTACHED HERETO AS EXHIBIT C), AND (v) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. TENANT HEREBY WAIVES ANY WARRANTY OF CONDITION OR HABITABILITY, SUITABILITY FOR OCCUPANCY, USE OR HABITATION, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, EXPRESS OR IMPLIED, RELATING TO THE PREMISES. TENANT HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS LEASE. The taking of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease possession of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted conclusive evidence that Xxxxxx accepts the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory good condition and in conformity with at the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver time possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)was taken.

Acceptance of Premises. Except Landlord hereby warrants to Tenant that, ---------------------- to the actual knowledge of Xxxxx Xxxxxxxx, the existing plumbing, fire sprinkler system, alarm, UPS generator, lighting, air conditioning, ventilation and heating systems within the Premises shall be in good operating condition on the Commencement Date. If a non-compliance with said warranty exists as expressly of the Commencement Date, Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant acknowledges that neither setting forth with specificity the nature and extent of such non-compliance, rectify same at Landlord's expense. If Tenant does not give Landlord nor any representative written notice of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in non- compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid warranty within thirty (30) days after the Commencement Date, correction of that non-compliance shall be the obligation of Tenant at Tenant's sole cost and expense. By taking possession of the Premises, Tenant acknowledges that it is accepting the Premises in its "as is" condition, subject to Landlord’s receipt 's obligations under Section 2.2 above and subject to Landlord's warranty set forth in this Section 2.3 above. During the term of an invoice(sthis Lease Tenant shall comply with the reasonable rules and regulations from time to time promulgated by Landlord of which Tenant is noticed (and non-discriminatorily applied) with respect governing the use of any portion of the Project. Tenant acknowledges that, except as otherwise set forth in this Section 2.3 above, neither Landlord nor Landlord's agents have made any representation or warranty as to the covered worksuitability of the Premises for the conduct of Tenant's business, the condition of the Building or Premises, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenants's intended use. Promptly from The preceding to the contrary notwithstanding, except as otherwise provided in Section 6.2 below, Landlord shall be responsible for complying with the requirements of Title III of the Americans with Disabilities Act of 1990, 42 U.S.C. section 12101 et. seq., and after the full execution regulations promulgated thereunder (the "ADA"), as respects the common areas within the Building and delivery of the exterior common areas. Tenant shall be responsible for complying with ADA as respects the Premises. Notwithstanding anything to the contrary contained in this Lease, Landlord shall deliver possession Tenant's acceptance of the Premises shall not be deemed a waiver of Tenant's right to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) have defects in the Premises as provided indemising wall constructed by Landlord pursuant to Paragraph 2.2 repaired at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and subject Landlord shall repair the defect as soon as practicable, however, Landlord shall be under no obligation to repair any defect in the terms and conditions of, the Work Letter attached as Exhibit X hereto improvements constructed by Landlord pursuant to Paragraph 2.2 if Tenant gives Landlord notice of such defect later than one (the “Work Letter”)1) year following substantial completion of such improvements.

Acceptance of Premises. Except Landlord shall deliver the Premises to Tenant on or before May 24, 2000 (the "Delivery Date") clean and free of all debris and all prior occupants and their personal property, in order for Tenant to begin its work of construction of the Tenant Improvements in accordance with the terms of EXHIBIT X. Tenant acknowledges that, except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Premises, the Building or the Project either for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative representations of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, . Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or (iii) additions or construct any construction of portions of improvements to the Project not yet completed. Except Premises except as expressly provided in this Lease, Tenant’s lease . The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease in all respects, except for Landlord's obligations specifically provided in this Lease, subject only to (1) those defective or incomplete portions of including without limitation, the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth responsibilities contained in Section 2.4 belowhereof. Landlord After the Tenant Improvements to the Premises are substantially completed Tenant shall correct any deficiencies cause the General Contractor to inspect the Premises with the Landlord’s Work promptly following delivery 's representative and complete a punch list of unfinished or incorrect items of the itemized Tenant Improvements. Authorized representatives for the Landlord and Tenant shall execute said punch list therefor as provided in to indicate their approval thereof not later than thirty (30) days from and after the foregoingCommencement Date. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances The items listed on such punch list shall be paid completed by the Tenant within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery approval of such punch list or as soon thereafter as reasonably practicable. Nothing contained in this Lease, Landlord Section shall deliver possession affect the commencement of the Premises Term or the obligation of Tenant to pay rent. Tenant (such date shall diligently complete all punch list items of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation Project or warranty is made concerning the their respective suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease, Tenant’s lease . As of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this LeaseCommencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to to: (1A) those defective or incomplete portions of the “Tenant Improvements” and the “Landlord’s Work” constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five thirty (4530) days following Landlord’s written notice(s) that after the Landlord’s Work has been substantially completed (or within forty five (45) days following the date Commencement Date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A)Lease, and (2B) Landlord’s obligations expressly set forth contained in Section 2.4 below. Landlord Nothing contained in this Section shall correct any deficiencies with affect the Landlord’s Work promptly following delivery commencement of the itemized punch list therefor as provided in Term or the foregoingobligation of Tenant to pay rent. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy diligently complete all punch list items of which proposal it is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation Project or warranty is made concerning the their respective suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or to construct any improvements to the Premises except as expressly provided in this LeaseLease and/or the Work Letter, Tenant’s lease if any, attached hereto as Exhibit X (the “Work Letter”), and that the flooring materials which may be installed within portions of the Premises shall be located on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component ground floor of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for Building may be limited by the Landlord’s Workmoisture content of the Building slab and underlying soils. Except as expressly provided in this LeaseAs of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2)Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Tenant Improvements constructed by Landlord pursuant to the Work Letter which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution Commencement Date (as defined in Section 3.1). If no items are required of Landlord under the Work Letter, Tenant shall be conclusively deemed to have accepted the Premises, and delivery those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall deliver possession diligently complete all punch list items of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises which it is notified as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)above.

Acceptance of Premises. Except as provided below, by taking possession of the Premises, Tenant accepts and acknowledges the Premises as being in good and sanitary order, condition and repair and accepts them in their then-existing condition providing the building and improvements shall comply with all applicable laws, codes, and ordinances. Notwithstanding the foregoing, however, Landlord hereby acknowledges that Landlord shall be responsible for repairing the air conditioning support structure on the roof of the Premises. Landlord hereby agrees to cooperate with Tenant in order to cause the air conditioning support system on the roof to be properly repaired at the same time as Tenant undertakes to replace the roof membrane. Should it be established by a structural engineer prior to the replacement of the roof membrane that the roof structure requires repair, Landlord hereby agrees to cooperate with Tenant in order to cause repairs to the roof structure as may be required to be made at the same time as Tenant undertakes to replace the roof membrane pursuant to Section 17 of this Lease. Landlord shall be solely responsible for the costs of upgrading the air conditioning support system and for the repairs necessary to the roof structure and Tenant shall be solely responsible for the costs of replacing the roof membrane. Notwithstanding the foregoing or anything to the contrary contained in this Lease, Landlord shall also be obligated to deliver the Premises in broom clean condition, free of debris, with all building and other improvements in existence as of the date of the execution of this Lease by Tenant except as related to the laboratory construction commenced by Tenant as subtenant to Norian Corporation. Tenant acknowledges that neither Landlord nor its agent(s) has made any representation or warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises. Except as provided above, the Building or the Project. No representation or warranty is made concerning the suitability or fitness taking of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use possession of the Premises with the applicable zoning or regarding any other land use matters, and by Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Work”). The Landlord’s Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the “Early Occupancy Date” (as defined in Section 3.2), which acceptance shall mean that it is conclusively established establish that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were at such time in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that the Landlord’s Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord’s Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid unless within thirty (30) days of Landlord’s receipt of an invoice(s) after such date Tenant shall give Landlord written notice specifying in reasonable detail the respects in which the Premises were not in satisfactory condition. Landlord also hereby assigns to Tenant all warranties with respect to the covered work. Promptly from Premises which would reduce Tenant's maintenance obligations hereunder and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises cooperate with Tenant to Tenant (enforce all such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”)warranties.

Acceptance of Premises. Except as expressly provided in this LeaseSubject to the terms of Section 3 (below), Tenant acknowledges will accept the Premises in the condition required by Appendix D, it being expressly agreed that neither Landlord nor any representative of Landlord has made any representation shall have no obligation, liability or warranty risk whatsoever with respect to the Premises, the Building their condition, or the Project. No representation or warranty is made concerning the suitability or fitness of the Premisestheir compliance with applicable codes, the Building or the Project for any purposeexcept as expressly set forth in this Lease, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use mattersAppendix D. Tenant further acknowledges that, and Tenant shall be solely responsible except as to such matters. Furtherexpressly set forth herein, neither Landlord nor any representative agent or employee of Landlord has made any representations or warranties regarding (i) what other tenants warranties, express or uses may be permitted implied, concerning the Premises, their condition or intended in this Lease. Tenant understands and agrees that Landlord is planning to substantially renovate the common areas and to enhance the main entrance to the Building or in accordance with the Project, plan attached hereto as Appendix N (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant’s lease of the Premises shall be on an “as is” basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the “Landlord’s Common Area Work”). The Landlord’s and Tenant’s architects will work in conjunction to design an entrance and common areas mutually acceptable to both the Tenant and Landlord. Landlord, at Landlord’s cost, will use diligent efforts to substantially complete the Common Area Work within ninety (90) days after the Lease Commencement Date. Landlord and Tenant shall be constructed negotiate in a good faith in order to agree upon detailed plans and workmanlike manner specifications for the Common Area Work by not later than October 1, 2006. Tenant further acknowledges that Landlord is planning to update and modernize the cafeteria and fitness room as described in compliance with all applicable building codes Appendix M attached hereto (the “Fitness and permitsCafeteria Work”, and in accordance together with the scheduled completion dates for each component Common Area Work, the “Common Area and Facilities Work” ) within ninety (90) days after the Lease Commencement Date. Tenant and Landlord will work in conjunction to select a cafeteria operator should the Landlord bid the contract at any time throughout the Term. Tenant will also be permitted to work in conjunction with Landlord on the renovation of both the Landlord’s Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord’s Workcafeteria and fitness center. Except Subject to excusable delay (as expressly provided in this LeaseSection 8.4), (a) if the Common Area and Facilities Work is not Substantially Completed by October 1, 2007, then, Tenant shall be conclusively deemed entitled to have accepted a rent abatement equal to $1,000 per day until the Premises and those portions earlier of Substantial Completion of the Building Common Area Work or November 1, 2007, and Project in which if the Common Area and Facilities Work is not Substantially Completed by November 1, 2007, then, Tenant has any rights under this Lease as shall be entitled to a rent abatement equal to $5,000 per day until Substantial Completion of the “Early Occupancy Date” (as defined Common Area and Facilities Work. In the event Landlord and Tenant fail to agree upon detailed plans and specifications for the Common Area Work by October 1, 2006, the dates set forth in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions preceding sentence for Substantial Completion of the Building Common Area and Project in which Tenant has any rights under this Lease were in satisfactory condition Facilities Work and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord’s Work which Tenant rental abatement periods shall have itemized each be deferred on a written punch list day-for-day basis. The foregoing abatement rights shall be Tenant’s sole remedies in the event of a delay in the Common Area and delivered to Landlord within forty-five (45) days following Landlord’s written notice(s) that Facilities Work, and no such delay shall affect the Landlord’s Work has been substantially completed (or within forty five (45) days following the date validity of this Lease for items of Landlord’s Work designated as “complete” on the attached Schedule A), and (2) Landlord’s obligations expressly set forth in Section 2.4 below. Landlord shall correct or any deficiencies with the Landlord’s Work promptly following delivery other of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the “Access Control Allowance”) towards the cost to repair and/or replace the access control system in the Premises (the “Access Control Work”); and (b) Three Hundred thousand Dollars ($300,000.00) (the “Floor Surface Allowance”) towards the cost obligations of bead blasting, repairing and otherwise preparing the surface of the Building’s slab as more particularly provided in that certain proposal from Xxxxxx’x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the “Floor Surfacing Work”). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord’s receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the “Delivery Date”) for Tenant’s construction of those tenant improvements (the “Tenant Improvements”) in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the “Work Letter”).