Common use of Condition of Premises Clause in Contracts

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than Landlord shall complete, or cause others to complete, the demolition work in the Premises described in Exhibit F (the "Demolition Work"). After the Demolition Work has been completed, Occupational Services, Inc. shall perform a Limited Phase II Environmental Site Assessment of the Premises and certain areas adjacent to the Building, as expressly stated described in Exhibit G, a complete copy of which shall be delivered to Tenant. If, based on the conclusions in such Limited Phase II Environmental Site Assessment, any remediation work is required to bring the Premises or other areas covered by such assessment into compliance with Environmental and Health Laws (as defined in Section 6.2.8), then Landlord (i) may terminate this Lease if Landlord determines, in its sole discretion, that the contamination requiring remediation is significant, by notice given to Tenant within ten (10) Business Days after delivery of the Limited Phase II Environmental Site Assessment, and this Lease shall cease and come to an end without further liability or obligation on the part of either party upon the giving of such notice, or if Landlord shall not so elect to terminate this Lease, (ii) shall perform, or cause others to perform, all such remediation work, and cause such additional environmental assessments to be performed as are necessary to establish that such work has been completed and that no additional remediation work is required. If the Limited Phase II Environmental Site Assessment does not indicate that any remediation work is required, then the Limited Phase II Environmental Site Assessment shall be the Final Phase II Assessment. Subject to completion of the Demolition Work and any remediation work required by the preceding paragraph, Tenant agrees to accept delivery of the Premises in the condition existing as of the Date of this Lease. Tenant acknowledges that neither Landlord nor any it has been given an adequate opportunity to inspect the Premises and the common areas and facilities of the Landlord Parties have made any representation or warranty Complex and, subject to the completion of any kind whatsoever with respect work required to be performed by Landlord pursuant to the Sitepreceding sentence, has found the Premises and/or the Building or with respect to the suitability condition of either for the conduct of Tenant’s business. Tenant acknowledges both satisfactory and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation representations of Landlord or warranty from the Landlord's agents or employees as to such condition, and Landlord regarding the Site, the Premises or the Building, shall have no obligation with respect thereto except as specifically may be expressly set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than Tenant covenants and agrees that, upon taking possession of the Premises, Tenant shall execute Commencement Letter, in the form attached hereto as expressly stated in Exhibit L, acknowledging (i) the Commencement Date, as defined hereinafter and the expiration date of this Lease, and (ii) that Tenant acknowledges has accepted the Premises for occupancy and that neither Landlord nor any the condition of the Premises, including the Tenant Improvements (as herein under defined) constructed thereon by Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or and the Building was at that time satisfactory and in conformity with the provisions of this Lease subject to Landlord's completion of the details of construction, decoration and mechanical adjustment which, in the aggregate, are minor in character and do not materially interfere with the Tenant's use or with respect enjoyment of the Premises, except for any defects as to which Tenant shall give written notice to Landlord on the suitability date of either for possession. Landlord shall promptly thereafter repair all such defects, but in all events not later than sixty (60) days, provided that in the conduct event such defect cannot be cured within sixty (60) days, Landlord shall have commenced said repair within sixty (60) days and completed the same within a reasonable time. Such Commencement Letter shall become a part of this Lease. Notwithstanding if Landlord has not made and completed the repairs to defects as described in said written notice provided by the Tenant, Tenant shall have the right to cure such defects and Landlord shall pay the reasonable costs and expenses incurred by or charged to Tenant within ten (10) days of Tenant’s business's written notice to Landlord of such costs and expenses. Any and all hidden defects, latent defects or defects shall be made known to Landlord by Tenant acknowledges within 180 days after the Commencement Date or, if longer than 180 days after the Commencement Date, within any period covered by any warranties for any and all work performed on the Premises, which defects Landlord shall correct promptly after receipt of written notice describing such defects in reasonable detail. Landlord further covenants and agrees that Tenant is relying solely upon Tenant’s own inspection correction of any hidden defects, latent defects or defects affecting the Premises concerning the roof, structure and exterior areas of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord, which defects Landlord shall reimburse Tenant for any correct promptly after receipt of written notice describing such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described defects in the immediately preceding sentence applicable to the Buildingreasonable detail.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect Subject to the SiteLandlord's obligation to perform Landlord's Work, the Premises and/or will be accepted by Tenant on the Possession Date in its “as is”, “where is” condition and configuration. By taking possession of the Premises, Tenant agrees that Landlord's Work is substantially completed, subject only to Punch List Items (defined below), the Premises are in good order and satisfactory condition, and that other than Landlord's Work, there are no representations or warranties by Landlord regarding the condition of the Premises, the Building or with respect any other part of Xxxxxxxx Center. Notwithstanding anything to the suitability of either for contrary contained herein, Landlord represents to Tenant that on the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the SitePossession Date, the Premises or will be structurally sound and free of water leaks, and that the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems mechanical equipment serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and repair. Landlord further covenants that Landlord's Work shall be constructed in accordance with all Laws and in a good and workmanlike manner using new materials of a quality that is at least equal to the Landlord's minimum standard for the Office Area. For purposes of this Lease, “substantial completion” and/or “substantially completed” shall mean that Landlord's Work is completed to such an extent that Tenant can take possession of the Premises and Building either (i) utilize same for the use intended hereunder or (ii) begin performing Tenant's Work (so long as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”has an permit for Tenant's Work), and all applicable codes relating to restroom facilities as evidenced by a certificate of Landlord's architect. Tenant and Landlord at shall, within ten (10) days after Landlord advises Tenant that Landlord’s sole cost and expense's Work is substantially completed, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion conduct a walk through inspection of the Premises into compliance with any such laws in connection with Tenant’s construction to create a punch list of Tenant Improvementsitems that still need to be completed notwithstanding that Landlord's Work is otherwise substantially completed (which items are called “Punch List Items”). Once the parties have agreed upon the Punch List Items, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within have thirty (30) days thereafter to complete such items. In the event of any dispute as to whether, or when, Landlord's Work has achieved substantial completion, the statement of Landlord's architect that Landlord's Work has achieved substantial completion shall be presumed correct. In the event Tenant does not accept (or disputes) the statement of Landlord's architect, then within ten (1 0) days after Tenant's receipt of Landlord's notice that Landlord's Work is substantially completed, Tenant shall advise Landlord, in writing, in detail of those items of Landlord's Work that Tenant alleges are not substantially completed and the name of the architect it is appointing to review the dispute (provided that Tenant shall have the burden of proof to overcome the presumption that Landlord's architect's certification is correct). During the fifteen (15) days following Tenant’s delivery 's written notice to Landlord that Landlord's Work is not substantiality complete, Tenant and Landlord agree to use good faith efforts to resolve the dispute regarding whether, or when, Landlord's Work has achieved substantial completion. If, during said fifteen (15) days, the parties are unable to resolve the dispute, then both Tenant and Landlord shall mutually select a third party architect (the “Third Party Architect”) to determine whether, or when, Landlord's Work has achieved substantial completion. If the parties are unable to mutually agree on said Third Party Architect, then both Tenant and Landlord shall each select an architect and the two architects shall then select the Third Party Architect to make such determination. The Third Party Architect's determination of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant whether, or when, Landlord's Work has achieved substantial completion shall be as more particularly governed by conclusive and binding on both Tenant and Landlord hereunder. Each party shall pay the provisions costs and expenses, if any, of their architect and the cost of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingThird Party Architect shall be shared equally between Tenant and Landlord.

Condition of Premises. 13.1 Other than Except as expressly stated set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, that in the event that, in the first twelve (12) months of the Lease Term only, a repair is required for the Base, Shell and Core or the Premises (which is Tenant’s responsibility pursuant to Section 7.1 of the Lease), and if any such repair is covered by a warranty held by Landlord, then Landlord shall use commercially reasonable efforts to cause the repair of such repair items. Pursuant to Civil Code Section 1938, Landlord states that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, Tenant acknowledges that neither Landlord nor any agent of the Landlord Parties have has made any representation or warranty of any kind whatsoever with respect to the SitePremises, the Premises and/or Building, or the Building Project or their condition, or with respect to the suitability of either thereof for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant’s own inspection responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Subject to Landlord’s delivery obligations hereunder, the taking of possession of the SitePremises by Tenant shall conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the PremisesProject were at such time complete and in good, sanitary and satisfactory condition and without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant is hereby acknowledges, that the Premises have not relying on any representation or warranty from the Landlord regarding the Siteundergone inspection by a Certified Access Specialist (CASp). In addition, the Premises following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: 2 GENESIS 1900 ALAMEDA [BigHat Biosciences, Inc.] “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the Buildinglessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, except as specifically if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant’s right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by applicable laws now or hereafter in effect; and (ii) if the waiver set forth in this Leaseclause (i) hereinabove is not enforceable pursuant to applicable laws, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant to Landlord on or before that date which is ten (10) days after the date hereof; (B) any CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days’ prior written notice to Landlord of the date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building or Project in any way, and (4) at Tenant’s sole cost and expense, including, without limitation, any representation or warranty as to the physical condition, design or layout Tenant’s payment of the Sitefee for such CASp inspection, the Building and fee for any reports prepared by the Premises. Notwithstanding CASp in connection with such CASp inspection (collectively, the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter“CASp Reports”) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any CASp Reports to restroom facilities and Landlord within three (3) business days after Tenant’s receipt thereof; (D) Tenant, at Landlord’s its sole cost and expense, will shall be responsible for all work making any legally required improvements, alterations, modifications and/or repairs to or within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection ordered by Tenant; and costs incurred (whether in connection with E) if such CASp inspection ordered by Tenant identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord’s obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by applicable laws to correct such violations, and Tenant shall reimburse Landlord for the cost of such improvements, alterations, modifications and/or repairs within ten (10) business days after Tenant’s construction receipt of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed an invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingfrom Landlord.

Condition of Premises. 13.1 Other than as expressly stated in Upon the expiration or earlier termination of this Lease, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, shall surrender the Premises and/or the Building or with respect to the suitability of either Landlord, broom clean and in good condition and repair, except for the conduct of Tenant’s business. Tenant acknowledges ordinary wear and agrees tear that Tenant is relying solely upon not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the Building to Landlord. Upon Tenant’s own inspection vacation of the Site, the Building and the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing so under Section 20.2), and shall remove any Alterations (whether or not made with Landlord’s consent) that Landlord may (at Landlord’s election, made at the time such Alterations were installed) require Tenant is to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are not relying on any representation or warranty from the Landlord regarding the Sitelimited to, the Premises or the Buildingfollowing: capping all plumbing, except as specifically set forth capping all electrical wiring, repairing all holes in this Leasewalls, includingrestoring damaged floor and/or ceiling tiles, without limitation, any representation or warranty as to the physical condition, design or layout and thorough cleaning of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants If Tenant fails to remove any items that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered Tenant has an obligation to remove under this Section when required by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationsor otherwise, includingsuch items shall, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expenseoption, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of become the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility property of Landlord and Landlord shall reimburse have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Landlord’s retention or disposition of such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Alterations or personal property. Tenant shall be as more particularly governed by the provisions liable to Landlord for Landlord’s costs of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Buildingremoving, or any portion thereof, into compliance with any storing and disposing of the laws or regulations described in the immediately preceding sentence applicable to the Buildingsuch items.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant Sublessee acknowledges that neither Landlord nor any it has accepted the Premises “AS IS”, in the order and condition as the Premises are in on the date hereof; and that Sublessee shall accept the Premises in the condition that it is in as of the Landlord Parties have made Commencement Date, broom clean, free of Sublessor's personal property and any representation Hazardous Materials, other than the personal property and equipment as shown on Exhibit C which will remain in place; provided that the office furniture and other personal property located within the laboratory portion of the Premises as of the Execution Date shall be removed by Sublessor prior to the Commencement Date (collectively, the “Delivery Condition”). Sublessee hereby agrees that Sublessor is under no obligation to perform any work upon or warranty alteration to any part of any kind whatsoever the Premises for Sublessee’s use and occupancy thereof. Sublessor has provided Sublessee with a decommissioning report entitled “Laboratory Decommissioning Report for Fog Pharma, 100 Acorx Xxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxx, XX 00000”, xxxxxred by Triumvirate Environmental, dated March 18, 2020 with respect to the Site, Premises (the “Triumvirate Report”). Sublessor represents and warrants that no Hazardous Materials have been used in the Premises and/or since the Building date that Sublessor took possession of the Premises. Upon expiration or earlier termination of the Sublease Term, Sublessee will surrender and deliver the Premises to Sublessor broom clean, free of Sublessee's personal property and trade fixtures and any Hazardous Materials brought onto the Premises by Sublessee and in compliance with respect the requirements of Section 5.3(a) of the Prime Lease relating to the suitability removal of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, Hazardous Materials (including, without limitation, any representation or warranty as the 5th sentence of such Section 5.3(a), except that with respect to the physical condition, design or layout of the Sitesuch sentence, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be phrase “as of the Lease date of this Lease” shall mean “as of the Sublease Term Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and otherwise in its condition existing as of the Commencement Date (subject to any alterations which Sublessee installs and is permitted to leave in place pursuant to Section 7.1), reasonable wear and tear excepted. Additionally, upon expiration or earlier termination of the Sublease Term, Sublessee shall be required to deliver a report in substantially the form of the Triumvirate Report. For clarity, all applicable codes relating to restroom facilities of Sublessee's trade fixtures and Landlord at Landlord’s sole cost and expense, equipment installed in the Premises by Sublessee will be and remain the property of Sublessee (and Sublessee shall be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to repair any damage to the Work Letter or otherwise) Premises following the removal of any such trade fixtures and equipment), and Sublessee shall have no liability for any Hazardous Materials which existed prior to bring the date Sublessee first occupies the Premises, into compliance with the ADA including without limitation any use or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion occupancy of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable Sublessee prior to the BuildingSublease Term.

Condition of Premises. 13.1 Other than subject to the completion of Landlord's Work, as expressly stated described in the Rider Tenant has had the opportunity to examine the Premises and hereby agrees to accept them in the "as is" condition existing on the Commencement Date*. Tenant further acknowledges that Landlord has not made any representations as to the present or future condition of the Premises, the presence or absence of Hazardous Materials (as hereinafter defined in Section 21.20) therein or what items the prior occupant of such Premises is required to or may leave in the Premises. Landlord shall not be liable for any inability to deliver possession of the Premises to Tenant by the Commencement Date, except that any such inability shall extend the Commencement Date by a period of time equal to the period between the Commencement Date and the date Landlord delivers possession; provided, however, if Landlord has not turned over possession by a date which is one year from the date hereof, at either party's option, this LeaseLease shall be null and void and neither party shall have any liability hereunder to the other. Notwithstanding any conversations which may have taken place prior to the negotiation and execution of this Lease regarding the condition of the Premises, Tenant acknowledges understands and accepts that neither Landlord nor any it is solely responsible for securing such contractors, inspectors, architects or such other agents as Tenant may deem necessary or appropriate to ascertain the condition of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the SitePremises, the utilities serving the Premises and/or and any facilities contained within the Building or with respect to Premises for connection thereto and the suitability of either the Premises for the conduct construction of Tenant’s business's improvements. This obligation of Tenant acknowledges set forth above shall not in any manner limit the right of Landlord to approve Tenant's plans and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and specifications or to require changes thereto as Landlord deems appropriate or necessary for the Premises, and Tenant is not relying on nor shall Landlord's voluntary furnishings of any representation as-built drawings, architectural or warranty from the Landlord engineering reports or similar information regarding the Site, the Premises construction or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with in any such laws in connection with Tenant’s construction manner relieve Tenant of Tenant Improvements, shall be the its responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letterhereunder. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.See Rider

Condition of Premises. 13.1 Other than Tenant acknowledges that, except as expressly stated provided in this LeaseLease (including Section 12.11), Tenant acknowledges that neither Landlord nor any agent of the Landlord Parties have has made any representation or warranty of any kind whatsoever with respect to the Sitecondition of the Premises, the Premises and/or Building or the Building Project, or with respect to the suitability of either the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees that Tenant is relying solely upon to take the same in its condition “as is” as of the Term Commencement Date (subject to Landlord’s obligations to complete punch list work) and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s own inspection occupancy or to pay for or construct any improvements to the Premises, except with respect to (i) the Tenant Improvements and (ii) Landlord’s maintenance obligations under Section 18.1. Tenant’s taking of possession of the SitePremises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the PremisesProject were at such time in good, sanitary and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building satisfactory condition and the Premisesrepair. Notwithstanding Without limiting the foregoing, in the event of a defect in the Tenant Improvements, Landlord expressly represents will endeavor to pursue any warranty rights it has, that have not been assigned to Tenant, with respect to such defect. Landlord shall warrant all mechanical, electrical and warrants that all Building Systems plumbing systems newly installed as part of the Tenant Improvements (as detailed on Exhibit B attached hereto) serving the Premises are, or will be as of the Lease Term Commencement Date, in good working condition and Date for the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant first year of the Compliance Work Term. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent and, if Landlord receives such notice within the first year of the Term, Landlord shall repair such defect as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord soon as practicable at Landlord’s sole cost and expense, will be responsible for all work expense and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 not as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area an Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingExpense.

Condition of Premises. 13.1 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 by Landlord. Other than as expressly stated the items specified in this Leasethe punch-list, if any, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its expense. Tenant acknowledges that neither Landlord nor any of the Landlord Parties its Agents have made any representation representations or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect warranties as to the suitability or fitness of either the Premises for the conduct of Tenant’s business. 's business or for any other purpose, nor has Landlord or its Agents agreed to undertake any Alterations or construct any Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, Improvements to the Premises or the Building, except as specifically set forth expressly provided in this Lease. If Tenant fails to submit a punch-list to Landlord within such 10-day period, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, it shall be the responsibility of Landlord and Landlord deemed that there are no Tenant Improvement items needing additional work or repair. Landlord's contractor shall reimburse Tenant for any such costs complete all reasonable punch-list items within thirty (30) days following Tenant’s delivery to Landlord after the walk-through inspection or as soon as practicable thereafter. Upon completion of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse such punch-list items, Tenant shall approve such completed items in writing to Landlord, if Tenant fails to approve such items within fourteen (14) days of completion, such items shall be as more particularly governed deemed approved by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingTenant.

Condition of Premises. 13.1 Other than Tenant shall, during the Lease Term, keep the Leased Premises and the improvements and appurtenances therein in good order and condition, and at the expiration of the Lease Term, or at the sooner termination of this Lease as expressly stated herein provided, deliver up the same in this Leasegood order and condition, ordinary wear and tear excepted, as at the beginning of the tenancy, broom clean, damage by fire or other insured casualty excepted, and, subject to the provisions of Section 9 hereof, Tenant acknowledges that neither Landlord nor any shall remove all of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, its property therefrom (including, without limitation, any representation or warranty as the Vaults) prior to such termination. Any items of Tenant's personalty remaining in the physical condition, design or layout Leased Premises after the termination of the Site, Lease shall be deemed abandoned by Tenant and become the Building and the Premisessole property of Landlord. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord in storing and/or disposing of such abandoned property shall remain the sole obligation of Tenant, which obligation shall survive the termination of this Lease. Tenant shall pay for all damage to bring the Building, its fixtures and appurtenances, as well as all damage sustained by the tenants or occupants of the Building due to any waste, misuse or neglect of the Leased Premises, its fixtures and appurtenances, by Tenant, its employees or any other person or persons upon the Leased Premises. Tenant shall not place a load upon any floor of the Leased Premises exceeding the floor load per square foot, which such floor was designed to carry and which may be allowed by law. There shall be no allowance to Tenant for a diminution of rental value, no abatement of rent, and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making repairs, alterations, additions or improvements in or to any portion of the Real Property or Leased Premises, or in or to fixtures, appurtenances or equipment thereof, into compliance with and no liability upon Landlord for failure of Landlord or others to make any repairs, alterations, additions or improvements in or to any portion of the laws Building or regulations described of the Leased Premises, or in the immediately preceding sentence applicable or to the Buildingfixtures, appurtenances or equipment thereof and the foregoing shall not be construed to mean that Landlord has any such obligations.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, The Premises are demised to Tenant acknowledges that neither Landlord nor any of and Tenant accepts the Landlord Parties have made any representation or warranty of any kind whatsoever with respect same “as-is” and all work necessary to the Site, prepare the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon occupancy shall be performed at Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, in accordance with the applicable provisions of this Lease. Notwithstanding the foregoing, (i) Landlord agrees that all systems serving the Premises shall be in good and operational condition on the applicable Commencement Date, (ii) the Premises will be responsible for delivered in compliance with all work applicable code requirements, laws, regulations and costs incurred (whether in connection ordinances applicable to the delivery of unfinished, undemolished space except as to compliance with ADA bathroom and fire requirements which are Tenant’s construction responsibility in full floor usage and except for the wallboard adjacent to the atrium area of the Tenant Improvements pursuant Building which is not in compliance with the fire code; provided, however, that the reasonable cost of bringing the wallboard to code shall be reimbursed by Landlord (separate from and outside of the Work Letter or otherwiseLandlord Base Allowance) to bring Tenant promptly after Tenant submits its xxxx for such work to Landlord together with reasonable evidence of the completion thereof, and (iii) the Landlord represents, warrants and covenants that the Common Areas and portions of the Property which are not leased or leaseable will at all times on and after the Area A Commencement Date as to Area A and the Area B Commencement Date as to Area B be in compliance with all code requirements, laws, regulations and ordinances including without limitation ADA, OSHA and the Clean Air Act which must be complied with for general office uses so as to assure Tenant uninterrupted use of the Premises without the imposition of fees or penalties or incurrence of liability by reason of such noncompliance. In no event shall Landlord be obligated to cause compliance of the Premises with ADA requirements noted above. No promise of Landlord to alter, remodel or improve the Premises, into compliance the Office Section or the Building and no representation by Landlord or its agents respecting the condition of the Premises, the Office Section or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant. Tenant shall have the right, upon reasonable notice and during hours as will minimally interfere with the ADA or Title 24 as enacted and in effect as business of the Lease Commencement Date. Subject current occupant of Area B (and consistent with reasonable security policies of the current occupant), to cause the Landlord to arrange with the current occupant of Area B for access to Area B prior to the provisions Area B Commencement Date to permit cabling within Area B so as to coordinate cabling work with the installation of the Work Letter, the cabling in Area A. All costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, cabling shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of under the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, shall deliver the Premises and/or the Building or to Tenant in vacant, broom clean shell condition, with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges code compliant demising walls and agrees that Tenant is relying solely upon Tenant’s own inspection of the Sitecommon area corridors and with all mechanical, the Building electrical and plumbing systems serving the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, HVAC systems and VAV boxes, in good operating condition and repair. Except for the foregoing Landlord obligations, Tenant shall take the Premises “as-is”, in the condition in which the Premises are in as of the Delivery Date, without any obligation on the part of Landlord to prepare or construct the Premises for Tenant’s occupancy, and without any representation or warranty by Landlord to Tenant as to the physical condition, design or layout condition of the Site, Premises or the Building and the PremisesBuilding. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving shall, at Landlord’s cost, perform cosmetic alterations, as necessary, to the Premises are, or will be as restrooms on the fourth (4th) floor of the Lease Building (“Landlord’s Work”). Landlord shall complete Landlord’s Work on or before May 1, 2015, provided, however, the failure of Landlord to complete Landlord’s Work on or before May 1, 2015 shall not constitute a default by Landlord and shall not affect the validity of the Delivery Date or the Commencement Date. Xxxxxxxx’s Work shall be performed at a time mutually agreed upon by both Landlord and Xxxxxx. If Landlord’s Work is not substantially completed on or before May 1, in good working condition 2015 (“Outside Completion Date”), Tenant shall be entitled to a rent abatement against Tenant’s obligation to pay Yearly Rent following the Outside Completion Date equal to one (1) day for each day between the Outside Completion Date and the Premises and Building as delivered substantial completion of Landlord’s Work, provided, however, that the Outside Completion Date shall be extended by Landlord to Tenant the length of any delays in Landlord’s Work arising from delay by Force Majeure (and after completion by Tenant of the Compliance Work as defined in Article 26) or by a Xxxxxx Xxxxx. For purposes of this Section 4.1, a “Tenant Delay” shall be a delay in the completion of Xxxxxxxx’s Work Letter) shall comply due to Tenant’s failure to provide Landlord with all applicable laws reasonable and regulations, including, without limitation timely access to the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Premises as reasonably necessary for the performance of Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingWork.

Condition of Premises. 13.1 Other than Having made such inspection of the Premises, the Building, Lot 1 or the Project as expressly stated it deemed prudent and appropriate (including, without limitation, testing for the presence of mold), Tenant hereby accepts the Premises in their condition existing as of the Delivery Date, “AS-IS” and “WITH ALL FAULTS” subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and condition of the Premises, and any covenants or restrictions, liens, encumbrances and title exceptions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto; provided, however, that nothing herein shall be deemed to alter, limit, or otherwise amend any of Landlord’s repair, maintenance and other obligations under this Lease, all of which shall remain in full force and effect notwithstanding Tenant’s acceptance of the Premises. Except as specifically set forth in this Lease and in the Work Letter Agreement for Tenant Improvements and Interior Specification Standards attached hereto as Exhibit C and made a part hereof (“Work Letter”), Landlord shall not be obligated to provide or pay for any improvement work or services related to the Tenant Improvements for the Premises. Tenant acknowledges that neither Landlord nor any agent of the Landlord Parties have has made any representation or warranty of any kind whatsoever with respect as to the Site, present or future suitability of the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant Neither party has been induced to enter into this Lease by, nor is either party is relying solely upon Tenant’s own inspection of the Siteon, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically outside those expressly set forth in this Lease, including, without limitation, . Neither Landlord nor anyone acting on its behalf shall be liable for the nondisclosure of any facts other than Landlord’s breach of any express representation or warranty as contained in this Lease, nor shall this Lease be subject to the physical condition, design or layout of the Siterescission on account of, the Building nondisclosure of any facts. Tenant expressly waives any right to rescission and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants /or damages (other than any damages that all Building Systems serving the Premises are, or will may be recoverable under this Lease as a result of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction breach of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws its express representations or regulations described warranties contained in the immediately preceding sentence applicable to the Buildingthis Lease) based on nondisclosure of any facts.

Condition of Premises. 13.1 Other than as expressly stated Tenant shall notify Landlord in this Lease, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs writing within thirty (30) days following Tenant’s delivery after the later of Substantial Completion of the Landlord Work or when Tenant takes possession of the Premises of any defects in the Premises claimed by Tenant or in the materials or workmanship furnished by Landlord in completing the Landlord Work. Except for defects stated in such notice and except as otherwise provided elsewhere in this Lease, including the second paragraph of this Section 2.5, Tenant shall be conclusively deemed to have accepted the Premises "as is" in the condition existing on the date Tenant first takes possession, and to have waived all claims relating to the condition of the Premises. Landlord shall proceed promptly and diligently to correct the defects stated in such notice unless Landlord disputes the existence of any such defects. In the event of any dispute as to the existence of any such defects, the decision of a third party mutually and reasonably detailed invoice therefor provided that agreeable to both Landlord and Tenant shall be final and binding on the obligation parties. No agreement of Landlord to reimburse Tenant shall be as more particularly governed by alter, remodel, decorate, clean or improve the provisions Premises or the Building and no representation regarding the condition of the Work Letter. Common Area Operating Expenses will not include any costs incurred Premises or the Building has been made by or on behalf of Landlord to bring Tenant, except as may be specifically stated in this Lease or in the BuildingWorkletter. Landlord shall, or any portion thereofat its sole cost and expense and not as part of Operating Expenses, into compliance with any repair all latent and/or structural defects in the Landlord's Work and the structural portions of the laws Premises and Building during the Term of the Lease, except for those structural defects caused by Tenant's particular use of the Premises (by way of example and not limitation, excessive floor loads) or regulations described in the immediately preceding sentence applicable to the Buildingnegligence or misconduct of Tenant or its contractors.

Condition of Premises. 13.1 Prior to the Commencement Date and in accordance with the Work Letter Agreement attached hereto as Exhibit "C", Landlord and Tenant will jointly conduct a walk-through inspection of the Premises and will jointly prepare a punch-list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the Premises caused by Tenant's move- in or early entry, if permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than the items specified in the Punch-List, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises in its condition on the date of delivery of possession and to have acknowledged that the Tenant Improvements have been installed as expressly stated required by the Work Letter Agreement and that there are no additional items needing work or repair. Landlord will cause all items in this Lease, the Punch-List to be repaired or corrected within thirty (30) days following the preparation of the Punch-List or as soon as practicable after the preparation of the Punch-List. Tenant acknowledges that neither Landlord nor any agent of the Landlord Parties have has made any representation or warranty of any kind whatsoever with respect to the SitePremises, the Premises and/or Building, the Building Development or any portions thereof or with respect to the suitability of either same for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, 's business and Tenant is not relying further acknowledges that Landlord will have no obligation to construct or complete any additional buildings or improvements within the Development. Notwithstanding the foregoing, Landlord warrants to Tenant that on any representation or warranty from the Landlord regarding the SiteCommencement Date, the Premises or and the Building (including all structural, mechanical, electrical and systems, roof, common areas and restrooms and the parking area for the Building) shall be in good working condition and shall comply with all applicable requirements of building codes, California accessibility codes and the Americans with Disabilities Act [42 U.S.C. sec. 12101 et seq.] (the "ADA") as in effect on the Commencement Date (the "Building Warranty"). The Building Warranty shall not apply to any improvements or alterations made by or at the request of Tenant, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of Work Letter Agreement. If the Site, Premises do not comply with the Building Warranty, promptly after Landlord's receipt of written notice from Tenant given within six (6) months after the Commencement Date specifying in detail the nature and the Premises. Notwithstanding the foregoingextent of such non-compliance, Landlord expressly represents and warrants that all Building Systems serving the Premises areLandlord, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s 's sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant shall take such action as is reasonably necessary to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any remedy such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingnon-compliance.

Condition of Premises. 13.1 Other than as expressly stated in this LeaseBy entry hereunder upon delivery of possession of the Premises to Tenant with work to be performed by Landlord substantially complete, Tenant acknowledges that neither accepts the Premises as being in the condition in which Landlord nor any is obligated to deliver the Premises. Landlord shall maintain, replace and repair the structural parts of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to Premises which shall include only the Sitefoundations, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges bearing and agrees that Tenant is relying solely upon Tenant’s own inspection exterior walls (excluding glass but including exterior repainting), subflooring and roof (including replacement of the Siteroof membrane), the Building electrical, plumbing and sewerage systems lying outside the Premises, exterior doors (excluding glass) window frames, and gutters and downspouts. Landlord shall maintain a service contract for repairs and maintenance of the heating, ventilating and air conditioning system, said maintenance contract to conform to the requirements under the warranty, if any, on said system. Landlord shall xxxx Tenant for the cost of all such XXXXXX SCHOLLS maintenance, repairs and replacements to the Premises and such heating, ventilating and air conditioning system service contract and Tenant is not relying on any representation or warranty from shall pay such xxxxxxxx within ten (10) days after receipt. Any capital expenditure in excess of $10,000 shall be amortized over the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout useful life of the Site, capital asset in question and Tenant shall pay the Building and monthly amortization charge on account of such expenditures including interest thereon at the Premisesrate of nine percent (9%) per annum. Landlord shall take reasonable steps to minimize interference with Tenant's business in the performance of such work. Notwithstanding the foregoingforegoing during the original term, Landlord expressly represents and warrants that all Building Systems serving shall maintain the Premises areroof at Landlord's expense, or will except for damage caused by Tenant which damage shall be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered repaired by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities at Tenant's expense and Landlord shall make extraordinary repairs to the heating, ventilating and air conditioning system at Landlord’s sole cost and 's expense except for damage caused by Tenant, which damage shall be repaired by Landlord at Tenant's expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of foregoing, Tenant shall, at Tenant's own expense, keep the Work LetterPremises in good condition and repair, including without limitation, the costs incurred maintenance, replacement and repair of any walls, floors, ceilings, interior doors, exterior and interior windows and fixtures, plumbing, electrical wiring and conduits, as well as damage caused by Tenant, its agents, employees, contractors or invitees (subject to Section 6.4). Tenant to bring any portion shall, at Tenant's expense, obtain janitorial services for the Premises. Tenant shall, upon the termination of this Lease, surrender the Premises into compliance with any to Landlord, in good condition except for ordinary wear and tear and for damage covered by Landlord's fire and extended coverage insurance. If Landlord has not commenced repair or maintenance required to be performed by Landlord hereunder within thirty (30) days after written notice thereof from Tenant, or if so commenced, is not diligently pursuing same to completion, and such laws failure materially impairs Tenant's ability to conduct its business in connection with Tenant’s construction of the Premises, then Tenant Improvementsshall have the right, shall be but not the responsibility of Landlord obligation, to make such repairs and Landlord shall reimburse Tenant for any such costs the reasonable cost thereof plus an administrative fee of 15% within thirty (30) days following Tenant’s delivery to Landlord after receipt of a xxxx therefor from Tenant. In the event of an emergency, Tenant may (but shall not be obligated to) perform such repairs which would otherwise be Landlord's obligation hereunder which may be reasonably detailed invoice therefor provided that necessary after having given Landlord such notice, if any, as may be practicable under the obligation of Landlord circumstances if such failure materially impairs Tenant's ability to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described conduct its business in the immediately preceding sentence applicable to the BuildingPremises.

Condition of Premises. 13.1 Other than Tenant hereby agrees that except as otherwise expressly stated provided in this Lease or as provided in the Tenant Work Letter attached hereto as Exhibit "D" and made a part hereof and without limiting Landlord’s repair and maintenance obligations set forth in this Lease, the Premises shall be taken "as is", "with all faults", "without any representations or warranties", and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes, and except for any obligations of Landlord expressly set forth in this Lease, Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project as of the Commencement Date or the suitability of same for Tenant's purposes. Tenant acknowledges that that, except as expressly set forth in this Lease, neither Landlord nor any agent nor any employee of the Landlord Parties have has made any representation representations or warranty of any kind whatsoever with respect to the Site, Premises or the Premises and/or the Building Project or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, 's business and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Buildingexpressly warrants and represents that, except as specifically expressly set forth in this Lease, including, without limitation, any representation or warranty as Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-described condition. In addition to the physical condition, design or layout of existing leasehold improvements in the SitePremises, the Building Premises shall be initially improved as provided in, and subject to, the PremisesTenant Work Letter attached hereto as Exhibit "D" and made a part hereof. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving The existing leasehold improvements in the Premises are, or will be as of the Lease Commencement Datedate of this Lease, in good working condition and together with the Premises and Building as delivered by Landlord to Tenant Improvements (and after completion by Tenant of the Compliance Work as defined in the Tenant Work Letter) shall comply with all applicable laws and regulations, including, without limitation may be collectively referred to herein as the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq"Tenant Improvements.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction " The taking of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion possession of the Premises into by Tenant shall conclusively establish that the Premises and the Project were at such time in satisfactory condition, subject to latent defects, punch-list items, conditions or items that are not in compliance with Laws, and conditions or items covered by construction warranties. Tenant hereby waives any such laws in connection with Tenant’s construction provisions of law which would otherwise permit Tenant Improvements, shall be the responsibility to make repairs required of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingunder this Lease.

Condition of Premises. 13.1 Other than as expressly stated Tenant agrees that it has examined the Leased Premises, including all appliances and equipment in the unit, the Building and common areas (the “Grounds”). By signing this Lease, Tenant agrees that they are, on the date of this Lease, in good order, repair, and in a safe, clean and tenantable condition, unless otherwise noted on the Report (Exhibit B), which Report shall be deemed correct unless Tenant objects thereto in writing within five days after receipt thereof. Tenant also acknowledges that neither Landlord nor any of has made no promises to alter, repair, or improve the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Leased Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth noted in this Leasethe Report. In the Report, including, without limitation, Landlord shall disclose whether there is any representation or warranty as to visible evidence of mold in areas readily accessible within the physical condition, design or layout interior of the Sitedwelling unit. If the Report states that there is no visible evidence of mold in the dwelling unit, this written statement shall be deemed correct unless Tenant objects thereto in writing within five days after receiving the Report. If the Report states that there is visible evidence of mold in the dwelling unit, the Building tenant shall have the option to terminate the tenancy and not take possession or remain in possession of the Premisesdwelling unit. Notwithstanding If Tenant requests to take possession, or remain in possession, of the foregoingdwelling unit, notwithstanding the presence of visible evidence of mold, Landlord expressly represents shall promptly remediate the mold condition but in no event later than five business days thereafter and warrants re-inspect the dwelling unit to confirm there is no visible evidence of mold in the dwelling unit and reflect on a new Report that all Building Systems serving there is no visible evidence of mold in the Premises are, or dwelling unit upon re-inspection. Landlord will be as inspect the unit at the time Tenant vacates the unit and shall give Tenant a written statement of the Lease Commencement Datecharges, if any, for which Tenant is responsible, in good working condition accordance with Paragraph 6 and the Premises and Building as delivered by Landlord to applicable law. Tenant (and after completion by Tenant of the Compliance Work as defined or representative may join in the Work Letter) shall comply with all applicable laws and regulationsmove-out inspection, including, unless Tenant vacates without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seqnotice to Landlord.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than as expressly stated in Tenant acknowledges that he/she has examined the Leased Premises, including all appliances and equipment therein, and the common areas (the “Grounds”). By signing this Lease, Xxxxxx agrees that they are, on the date of this Lease, in good order, repair and in a safe, clean and tenantable condition unless otherwise noted on the Move-In/Move-Out Inspection Report (Exhibit B), which Report shall be deemed correct unless Tenant objects thereto in writing within five days after receipt thereof. Xxxxxx also acknowledges that neither Landlord nor any of has made no promises to alter, repair, or improve the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Leased Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth noted in the Move-In/Move-Out Inspection Report. In the Move-In/Move-Out Inspection Report, Landlord shall disclose whether there is any visible evidence of mold in areas readily accessible within the interior of the dwelling unit. If the Move-In/Move-Out Inspection Report states that there is no visible evidence of mold in the dwelling unit, this written statement shall be deemed correct unless Tenant objects thereto in writing within five days after receiving the Move-In/Move-Out Inspection Report. If the Move-In/Move-Out Inspection Report states that there is visible evidence of mold in the dwelling unit, the tenant shall have the option to terminate the tenancy and not take possession or remain in possession of the dwelling unit. If Tenant requests to take possession, or remain in possession, of the dwelling unit, notwithstanding the presence of visible evidence of mold, Landlord shall promptly remediate the mold condition but in no event later than five business days thereafter and re-inspect the dwelling unit to confirm there is no visible evidence of mold in the dwelling unit and reflect on a new Move-In/Move-Out Inspection Report that there is no visible evidence of mold in the dwelling unit upon re-inspection. Landlord will inspect the unit on a regular basis to check for needed maintenance, tenant housekeeping, and other Lease compliance issues in accordance with the Handbook guidelines and applicable law. Xxxxxxxx will inspect the unit at the time Tenant vacates the unit and shall give Tenant a written statement of the charges, if any, for which Xxxxxx is responsible, in accordance with Paragraph 7 of this Lease, including, without limitation, any representation . Tenant or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined representative may join in the Work Letter) shall comply with all applicable laws and regulationsmove-out inspection, including, unless Tenant vacates without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seqnotice to Landlord.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other Upon moving in TENANT will be provided with a check-in inspection form. This form should be completed and returned to LANDLORD no later than ten (10) days after taking occupancy. TENANT agrees that failure to complete this form will be legally binding proof that the property is in good condition at the time of occupancy. TENANT agrees to notify LANDLORD immediately if roof leaks, water spots appear or at the first sign of insect damage. LANDLORD warrants that all major systems will be functional and in good repair at the time of possession. Light switches, wall plugs, doors, windows, faucets, drains, locks, toilets, sinks, heater, etc. will either be working order or will be repaired after TENANT has notified LANDLORD. TENANT are encouraged to report any necessary repairs, no matter how slight, in writing, but they are hereby advised that LANDLORD does not normally repair or replace non-functional items such as expressly stated in this Leasepaint, Tenant acknowledges that neither Landlord carpets, etc., every time a property changes possession. Neither the LANDLORD nor any of the Landlord Parties its agents have made any representation or warranty of any kind whatsoever with respect representations as to the Sitecondition of the building, the Premises and/or land upon which it is erected or the Building leased premises unless expressly set forth herein. The TENANT has inspected the premises and accepts the same "as is" and acknowledges that the leased property was in good condition at time of possession was taken. The LANDLORD shall not be responsible for any latent or with other defect or condition in the building, improvements and land, including but not limited to any damage caused or alleged to be caused by the presence of radon or asbestos containing material or any other similar cause whatsoever. Good housekeeping is expected of everyone. TENANT agrees to keep premises clean and in an orderly condition, if this covenant is breached, LANDLORD may give TENANT a three-day notice to comply. If TENANT fails to do so, LANDLORD may enter premises, clean same and charge TENANT for cleaning. TENANT agrees not to permit any deterioration or destruction to occur while they are occupying the premises they agree to maintain the walls, woodwork, floors, furnishings, fixtures, appliances, windows, doors, screens, fences, plumbing, heating, electrical and mechanical systems as well as the general structure and appearance of the property. Grease, oil, coffee grounds, fibrous materials or tampons must not be flushed down toilets or drains. TENANT is responsible for blockage to sewage or drain pipes, and any overflow from same. TENANT shall not play musical instruments, radio, T.V. or stereo loud enough to be heard by other TENANT or neighbors. TENANT may not play music outdoors. TENANT will respect to the suitability rights of either other TENANT and their neighbors and will be responsible for the conduct of Tenant’s businesstheir guests. Tenant acknowledges and agrees They agree to conduct themselves in a way that Tenant is relying solely upon Tenant’s own inspection will not interfere with the quiet enjoyment of the Siteadjacent or surrounding neighbors, the Building if LANDLORD deems TENANT's conduct to be offensive and the Premisesobjectionable or if TENANT engages in any illegal activity, LANDLORD shall give TENANT notice of such determination and Tenant is not relying on any representation or warranty TENANT will thereafter remove himself from the Landlord regarding premises on or before the Siteexpiration of a ten- day period. TENANT shall store garbage in metal or plastic containers. Garbage must be put in designated area and earned to curb no sooner than 3 p.m. the day prior to pickup, not later than 5:30 a.m. on collection day. TENANTS ARE RESPONSIBLE FOR PURCHASING & USING TRASH TAGS. TENANT agrees to abide by and laws pertaining to recycling and garbage regulations established by local municipalities or government authority. Laws pertaining to recycling and garbage regulations may be obtained from the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the PremisesProperty Manager. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) TENANT shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance associated with the ADA or Title 24 as enacted removal of trash generated by their apartment. This includes an annual solid waste xxxx. This is a fee to pay for the cost of non-disposal related items. This xxxx will be sent to you by the LANDLORD. A $1.00 per day late fee will be charged after the due date if this xxxx goes unpaid it will be deducted from your security deposit, along with the appropriate late fees When trash is not properly removed at multiple unit dwellings and in effect as the LANDLORD is unable to determine, after reasonable effort, whose trash It is, ALL OF THE TENANTS will be jointly responsible for the cost of the Lease Commencement Dateremoving this trash. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, TENANT shall be the responsibility liable for city fines imposed for violation of Landlord and Landlord shall reimburse Tenant garbage or recycling rules. Containers must be returned to garbage area promptly after pickup. TENANT is responsible for maintaining designated garbage storage area in an orderly manner Violation of any such costs within thirty (30) days following Tenant’s delivery to Landlord provision in this section will result in a minimum charge of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed S25.00 for clean-up by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingLANDLORD.

Condition of Premises. 13.1 Other than Landlord shall deliver the Demised Premises to Tenant on the Commencement Date "broom clean" and in all "as expressly stated is" condition. Tenant shall be responsible for all leasehold improvements at its own cost and expense in this Lease, accordance with Paragraph 11c. Tenant acknowledges that neither Landlord nor any the existing parking facilities are and will be adequate for Tenant's purposes throughout the term hereof As of the Commencement Date, all of the Demises Premises' mechanical and electrical systems shall be in working order and the roof, windows and doors shall be free of leaks. Except as specifically provided herein, Landlord Parties have made any makes no representation or warranty of any kind whatsoever with respect as to the Sitedesign, construction, physical condition, development or use of the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s businessDemised Premises. Tenant acknowledges acknowledges, represents and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, no representations or warranties of any kind have been made by Landlord or its agents or representatives, whether expressed or implied, in fact or by law, Tenant acknowledges that it has examined the Demised Premises and has received same in "as is" condition except as expressly set forth herein. Without limiting tile generality of the foregoing, Tenant acknowledges, represents and agrees that no representations have been made by Landlord as to tile expenses, operations and maintenance thereof, the services to be rendered to the Demised Premises, or the utilities, water supply or other services to or for the Demised Premises and Tenant agrees to accept same in their existing "as is" condition as of the date hereof Landlord shall not be responsible for any latent or other defects or changes in the condition of the Demises Premises. The rent and other charges reserved hereunder shall in no case be withheld or diminished on account of any damage or loss occurring to the Demised Premises during the term of this Lease. Landlord shall have no obligation to perform any work therein (including, without limitation, demolition of any representation improvements existing therein or warranty as construction of any tenant finish-work or other improvements therein), and shall not be obligated to reimburse Tenant or provide an allowance for any costs related to the physical conditiondemolition or construction of improvements therein. Before Tenant may occupy the Demised Premises to conduct its business therein, design or layout Tenant shall, at its expense, obtain and deliver to Landlord a certificate of occupancy for the Site, Demised Premises from the Building appropriate governmental authority. Between the date hereof and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, Tenant shall have the right to inspect the Demised Premises to determine the existence of any violations of governmental laws, rules, regulations or ordinances or the existence of any material structural or mechanical defects in good working condition and the Premises and Building as delivered by Landlord to Demised Premises. During such time period, Tenant (and after completion by Tenant shall also apply for a Certificate of Occupancy or similar certificate if such is required for Tenant's occupancy of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Demised Premises. If Tenant’s construction 's inspection reveals any of the Tenant Improvements pursuant to above defects or if a Certificate of Occupancy is required but not obtainable on or before the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject , Tenant shall provide notice thereof to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any have a reasonable period to correct such costs defect or obtain such Certificate and the Commencement Date (and all other dates herein) shall be adjourned until Landlord cures such defect or obtains such Certificate. If Landlord is unable to do so within thirty sixty (3060) days following Tenant’s delivery of notice, either party shall have the right to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable terminate this Lease on notice to the Buildingother.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, The Tenant acknowledges that neither the said property is in good condition. If there is anything about the condition of the property that is not good, they agree to report it to Landlord nor within three (3) days of taking possession of the property. They agree that failure to file any written notice of defects will be legally binding proof that the property is in good condition at the time of occupancy. Inventory and Inspection Record An Inventory and Inspection Record has been provided for the Tenant's use. Only after this has been filled out (within the three (3) day time limit) will the Landlord take any action to complete the necessary repairs. Landlord warrants that all major systems will be functional and in good repair at time of possession. Light switches, wall plugs, doors, windows, faucets, drains, locks, toilets, sinks, heater, etc., will either be in working order or will be repaired once Tenant has completed the Inspection and Inventory Record. Tenant is encouraged to report any necessary repairs, no matter how slight, in writing, but they are hereby advised the Landlord does not normally repair or replace nonfunctional items such as paint, carpets, etc., every time a property changes possession. Those items are scheduled for repair/replacement at regular intervals regardless of tenant turnover. Tenant Responsibility Good housekeeping is expected of everyone. Tenant agrees to keep quarters clean and in sanitary condition. The Tenant agrees not to permit any deterioration or destruction to occur while they are occupying the property. They agree to maintain the walls, woodwork, floors, furnishings, fixtures and appliances (if any), windows, screens, doors, plumbing, air-conditioning and heating, electrical and mechanical systems, as well as the general structure and appearance of the property. Tenant agrees to follow all Landlord instructions, especially where posted. Snow Removal Tenant is responsible for removal of snow from the public sidewalk associated with his home. Snow should be removed per city of Boulder Ordinance. Mailbox The mailbox is the property of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on to be altered in any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed way by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingTenant.

Condition of Premises. 13.1 At Landlord's expense, on the Commencement Date, the Premises shall be in broom clean condition with all HVAC, electrical and plumbing systems in good working order. Additionally, at Landlord's expense, Landlord shall have performed the work set forth on Exhibit B. Within thirty (30) days after the Commencement Date, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch-list of items needing correction or additional work, if any, which punch list shall be approved in writing by Landlord and Tenant. Other than as expressly stated the items specified in this Leasethe punch-list, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in a good, clean and completed condition and repair. The punch-list shall not include any damage to the Premises caused by Tenant's move-in, which damage shall be repaired or corrected by Tenant, at its expense. Tenant acknowledges that neither Landlord nor any of the Landlord Parties have Landlord's Agents has made any representation representations or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect warranties as to the suitability or fitness of either the Premises for the conduct of Tenant’s business. 's business or for any other purpose, and that neither Landlord nor Landlord's Agents has agreed to undertake any Alterations or construct any Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of Improvements to the Site, the Building Premises except as expressly provided in this Lease and the Premises, and Exhibits hereto. If Tenant is not relying on any representation or warranty from the fails to submit a punch-list to Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any within such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord day period, it shall be deemed that there are no items needing additional work or repair. Upon completion of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse such punch-list items, Tenant shall approve such corrected or completed items in writing to Landlord. If Tenant fails to approve such items within seven (7) days after completion, such items shall be as more particularly governed deemed approved by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingTenant.

Condition of Premises. 13.1 Other than as expressly stated Tenant's taking possession of the Premises or any portion thereof shall be conclusive evidence that the Premises or any such portion was in good order and satisfactory condition when Tenant took possession. At the expiration or other termination of this LeaseLease or of Tenant's right of possession, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and shall leave the Premises, and during the Term will keep the same, in good order and condition, ordinary wear and tear, damage by fire or other casualty (which fire or other casualty has not occurred through the negligence of Tenant or those claiming under Tenant or their employees or invitees respectively) alone excepted; and for that purpose, Tenant shall make all necessary repairs and replacements. Tenant shall give Landlord prompt notice of any damage to or accident upon the Premises and of any breakage or defects in the window glass, wiring or plumbing, heating, ventilating or cooling or electrical apparatus or systems on or serving the Premises. Tenant shall at the expiration or termination of this Lease or of Tenant's right of possession, also have had removed from the Premises all furniture, trade fixtures, office equipment and all other items of Tenant's property (including, without limitation, the items Tenant is required to remove pursuant to subparagraph 8(c) hereof) so that Landlord may again have and repossess the Premises. All such items not relying on any representation or warranty removed from the Premises at such expiration or termination, shall conclusively be deemed to have been abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed of by Landlord regarding without notice to Tenant or any other party with an interest in such property and without any obligation to account therefor. Tenant shall pay Landlord all expenses incurred in connection with the Sitedisposition of such property, and if Landlord shall choose to store any such items, Landlord shall have no liability for the Premises safekeeping thereof and such items may not be retrieved by Tenant or any other person except upon payment of such charges as may be imposed for the Buildingremoval and storage. Tenant shall comply with all laws, except rules, orders, ordinances and regulations at any time issued or in force by any lawful authority, applicable to Tenant or any other occupant of the Premises, or to the Premises, or to the use or occupancy of the Premises. Tenant shall, upon demand, pay to Landlord the amount of any damages suffered or incurred by Landlord as specifically set forth in this Leasea result of any injury to any part of the Property other than the Premises, done by tenant or any subtenant or any agent, employee, contractor or invitee of Tenant or any subtenant, including, without limitation, any representation damage done by the bringing or warranty as removal of furniture and other property. Tenant shall forthwith repair all damage done to the physical conditionPremises by installation or removal of furniture and property by Tenant or any subtenant or by any agent, design employee, contractor or layout invitee of Tenant or of any subtenant or, if Landlord shall so request, pay to Landlord the Site, the Building and the Premisescost of such repair. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises areTenant shall not do or commit, or will suffer or permit to be done or committed, any act or thing as a result of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant which any policy of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether insurance of any kind on or in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter Property shall become void or otherwise) to bring the Premisessuspended, into compliance or any insurance risk on or in connection with the ADA Building or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any other portion of the Premises into compliance with Property shall (in the opinion of the insurer or any such laws in connection with Tenant’s construction of Tenant Improvements, shall insurance organization) be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord rendered more hazardous or require payment of a reasonably detailed invoice therefor provided that the obligation greater premium; without limitation of Landlord to reimburse any other rights and remedies of Landlord, Tenant shall pay as Additional Rent the amount of any increase of premiums for such insurance, resulting from any breach of this provision. Tenant shall leave the Premises in a reasonably tidy condition on all days upon which janitorial services are to be as more particularly governed provided by Landlord. Landlord shall, at Landlord's expense, replace any glass broken in the provisions Premises windows in the exterior walls of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, unless such glass is broken by Tenant, its servants, employees, agents, invitees,licensees or contractors, in which case Tenant shall, upon demand, pay the cost of replacement by Landlord. Tenant shall replace and pay for any portion thereof, into compliance with any of other glass broken in or about the laws or regulations described in the immediately preceding sentence applicable to the BuildingPremises.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Landlord and Tenant acknowledges acknowledge that neither Landlord nor any of Tenant has ---------------------- been occupying the Landlord Parties have made any representation or warranty of any kind whatsoever with respect Premises pursuant to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except Lease Except as specifically set forth in this LeaseSection 5, includingLandlord shall not be obligated to construct or install any improvements or facilities of any kind in the Premises, without limitationand Tenant shall continue to accept the Premises in its currently existing "as-is" condition. Notwithstanding, any representation or warranty as Tenant shall be entitled to a one-time allowance in the amount of Twenty-Seven Thousand Fifty and 00/100 Dollars ($27,050.00) (i.e., approximately $5.00 per square foot for each of the 5,410 rentable square feet of Suite BG 401) (the "Improvement Allowance") for costs relating solely to the physical condition, design or layout and construction of tenant improvements which are permanently affixed to the Suite BG 401 Premises (the "Improvements"). In no event shall Landlord be obligated to disburse any amount in excess of the Site, Improvement Allowance in connection with the Building and Improvements. The Improvements shall be made in accordance with the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as terms of Section 10.1 of the Lease Commencement Date, in good working condition and the Premises and Building as delivered Improvements shall be deemed Alterations for all purposes hereunder. No portion of the Improvement Allowance, if any, remaining after the performance of the Improvements shall be available for use by Tenant for any other purpose whatsoever. Landlord shall have no responsibility or for any reason be liable to Tenant (and after completion by Tenant for any direct or indirect injury to or interference with Tenant's business arising from the performance of the Compliance Work as defined in Improvements, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the Work Letter) use of the whole or any part of the Premises or of Tenant's personal property or improvements resulting from the performance of the Improvements, or for any inconvenience or annoyance occasioned by the performance of the Improvements Landlord shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether not charge Tenant a supervision fee in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Thirty (30) days following the Commencement Date and in accordance with the Work Letter Agreement attached hereto as Exhibit "C", Landlord and Tenant will jointly conduct a walk-through inspection of the Premises and will jointly prepare a punch-list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the Premises caused by Tenant's move-in or early entry, if permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than as expressly stated in latent defects of which Landlord is notified within one (1) year after the Commencement Date, Landlord's obligations under Paragraph 14 of this Lease, and the items specified in the Punch-List, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises in its condition on the date of delivery of possession, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and occupancy of the Premises and to have acknowledged that the Tenant Improvements have been installed as required by the Work Letter Agreement and that there are no additional items needing work or repair by Landlord. Landlord will cause all items in the Punch-List to be repaired or corrected within thirty (30) days following the preparation of the Punch-List or as soon as practicable after the preparation of the Punch-List. Tenant acknowledges that neither Landlord nor any agent of the Landlord Parties have has made any representation or warranty of any kind whatsoever with respect to the SitePremises, the Premises and/or the Building Development or any portions thereof or with respect to the suitability of either same for the conduct of Tenant’s 's business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant Subtenant acknowledges that neither Landlord nor any of the Landlord Parties have Sublandlord has made any representation no representations or warranty of any kind whatsoever warranties with respect to the Site, Building or the Premises and/or or any personal property of Sublandlord included with the Building Premises, including the cabling referenced in Section 8 below. Subtenant hereby agrees to accept the Premises and any such personal property (including the cabling referenced in Section 8 below) in its “AS IS” and “with all faults” condition existing on the date possession is delivered to Subtenant, without requiring any alterations, improvements, repairs, maintenance, replacements, restoration or decorations to be made by Sublandlord, or at Sublandlord’s expense, either at the time possession is given to Subtenant or during the entire Term of this Sublease. Sublandlord makes no representations regarding the condition of the Premises or any personal property (including the cabling referenced in Section 8 below) or the suitability of the Premises or such property for Subtenant’s purposes. Sublandlord shall remove all cubicles and ancillary furniture described on Exhibit D (“Sublandlord’s Furniture”) within seven (7) days following the Commencement Date. On the expiration of the Term, Sublandlord shall sell all of the remaining existing private office, reception, kitchen and conference room furniture, fixtures and equipment described on Exhibit D-1 (“FFE”) to Subtenant for $1.00 pursuant to a Xxxx of Sale in the form attached hereto as Exhibit D-2. During the Term, Subtenant shall have the right to use the FFE in the normal course of its business and Subtenant agrees to maintain the FFE in good condition and repair, subject to reasonable wear and tear. Subtenant shall not remove any of the FFE from the Premises without Sublandlord’s prior written approval, which will not be unreasonably withheld, conditioned or delayed; provided, however, that (a) Sublandlord’s consent will not be required with respect to the suitability removal from the Premises of either for the conduct any item of Tenant’s business. Tenant acknowledges FFE if such item is to be stored in a commercial storage facility and agrees that Tenant is relying solely upon Tenant’s own inspection Subtenant provides Sublandlord with notice of such removal, a list of the Site, the Building items to be removed and the Premisesname, address and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout unit number of the Site, the Building commercial storage facility and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are(b) if Sublandlord fails to notify Subtenant of Sublandlord’s consent, or will be as denial of the Lease Commencement Dateconsent, in good working condition and the Premises and Building as delivered by Landlord to Tenant a proposed removal or disposition of any item of FFE which requires Sublandlord’s consent within fifteen (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (3015) days following TenantSubtenant’s delivery request for such consent, Sublandlord will be deemed to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord have consented to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingsuch removal and/or disposition.

Condition of Premises. 13.1 Other than Landlord represents and warrants that, as expressly stated of the Commencement Date, the Premises and all elements of the Premises, including the sidewalks, driveways, parking lot, mechanical, electrical, plumbing, truck doors, roof and roofing system (including roof membrane) will be in this Leasegood operating condition and repair. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its expense. Tenant acknowledges that neither Landlord nor any of the Landlord Parties its Agents have made any representation representations or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect warranties as to the suitability or fitness of either the Premises for the conduct of Tenant’s business. 's business or for any other purpose, nor has Landlord or its Agents agreed to undertake any Alterations or construct any Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, Improvements to the Premises or the Building, except as specifically set forth expressly provided in this Lease. If Tenant fails to submit a punchlist to Landlord within forty-five (45) days of occupancy or lease commencement, includingwhichever is sooner, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, then it shall be the responsibility deemed that there are no Tenant Improvement items needing additional work or repair, other than as may be required because of Landlord and Landlord latent defects or conditions which were not reasonably discoverable by Tenant. Landlord's contractor shall reimburse Tenant for any such costs complete all reasonable punchlist items within thirty forty-five (3045) days following Tenant’s delivery to Landlord after the walk-through inspection or as soon as practicable thereafter. Upon completion of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse such punchlist items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of written notice of completion, such items shall be as more particularly governed deemed approved by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingTenant.

Condition of Premises. 13.1 Other than as expressly stated in Upon the expiration or earlier termination of this Lease, Tenant acknowledges that neither Landlord nor any shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the SiteLease Term, the Premises and/or the Building or with respect to the suitability of either except for the conduct of Tenant’s business. Tenant acknowledges ordinary wear and agrees tear that Tenant is relying solely upon Tenant’s own inspection not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Site, Premises and the Building and to Landlord. Upon Tenant's vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing so under Section 20.2), and shall remove any Alterations (whether or not made with Landlord's consent) that Landlord may require Tenant is to remove, subject to Section 15.1 above. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant's expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are not relying on any representation or warranty from the Landlord regarding the Sitelimited to, the Premises or the Buildingfollowing: capping all plumbing, except as specifically set forth capping all electrical wiring, repairing all holes in this Leasewalls, includingrestoring damaged floor and/or ceiling tiles, without limitation, any representation or warranty as to the physical condition, design or layout and thorough cleaning of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants If Tenant fails to remove any items that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered Tenant has an obligation to remove under this Section when required by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationsor otherwise, includingsuch items shall, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense's option, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of become the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility property of Landlord and Landlord shall reimburse have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Landlord's retention or disposition of such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Alterations or personal property. Tenant shall be as more particularly governed by the provisions liable to Landlord for Landlord's costs of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Buildingremoving, or any portion thereof, into compliance with any storing and disposing of the laws or regulations described in the immediately preceding sentence applicable to the Buildingsuch items.

Condition of Premises. 13.1 Other than as expressly stated in this LeaseLandlord shall construct, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Siteat its expense, the Building and the Premises, Leased Premises in accordance with plans and specifications to be agreed upon by Landlord and Tenant is not relying on any representation and which are consistent with the plans and specifications which are or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as shall be attached to the physical condition, design or layout of the Site, the Building agreement between Landlord and the Premises. Notwithstanding the foregoing, Landlord expressly represents Tenant attached to this Lease as Exhibit “C” (“Plans and warrants that all Building Systems serving the Premises are, or will Specifications”) (such work and improvements to be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered completed by Landlord in order to provide the Leased Premises to Tenant (and after completion by Tenant of the Compliance referred to as “Landlord’s Work”). The Landlord’s Work as defined in the Work Letter) shall will comply with all applicable laws laws, ordinances, rules, codes and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating regulations of governmental authorities. Landlord agrees to restroom facilities and Landlord at perform Landlord’s sole cost Work subject to force majeure as defined in Section 16.15 and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the shall give Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following written notice of the day on which Landlord’s Work shall be substantially completed. Tenant shall have the right and privilege of going onto the Leased Premises to complete interior decoration work and to prepare the Leased Premises for its occupancy, provided, however, that its schedule in so doing shall be communicated to Landlord and the approval of Landlord secured so as not to interfere with other work of Landlord being carried on at the time; and provided further that Landlord shall have no responsibility or liability whatsoever for any loss or damage to any of Tenant’s delivery leasehold improvements, fixtures, equipment or any other materials installed or left in the Leased Premises prior to the Commencement Date except for damage caused solely by the negligence or intentional misconduct of Landlord or its contractors. All construction associated with the Landlord’s Work will be done in a good workmanlike manner using materials in accordance with the Plans and Specifications and will not vary in any substantial manner without Tenant’s prior written consent. Landlord shall commence construction of the Building and the Leased Premises and completion of the Landlord’s Work as soon as practical following approval of the final Plans and Specifications, which is anticipated to occur on or before the Plans and Specifications Approval Date, and shall substantially complete the same with all reasonable dispatch, and in any event prior to the dates as set forth below. For purposes of this Lease, “substantially complete” means (i) completing the Landlord’s Work so that the only incomplete items are minor or insubstantial details of construction; (ii) Tenant, its employees, agents, invitees and contractors have ready access to the Leased Premises; and (iii) the fixtures and equipment to be installed by Landlord are installed and in good operating order. If the Landlord’s Work is not completed and a certificate of substantial completion or an equivalent certificate issued by the architect or general contractor for the Leased Premises is not obtained on or before December 1, 1999 (the “Penalty Date”), and such delays are not caused by Tenant or excused by Section 16.15, Tenant will receive reimbursement of all consequential costs and damages incurred or sustained by Tenant resulting from such delayed possession (after reducing any damages by taking into account amounts paid by Landlord under this Lease). If such costs and damages are not reimbursed by Landlord within sixty (60) days after receipt by Landlord of a reasonably detailed invoice therefor provided that the obligation written demand including an accounting of Landlord such costs and damages, Tenant shall have a right to reimburse set-off such costs and damages against Rental. Tenant shall be as more particularly governed entitled to terminate this Lease upon written notice to Landlord if Landlord’s Work is not substantially complete by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the BuildingMay 1, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building2000.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect Prior to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Rent Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationsshall, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will provide backup power to the fire suppression system acceptable to Tenant, and in compliance with all applicable laws, codes, and ordinances. Prior to Rent Commencement Date, Landlord shall upgrade the power supply which necessarily includes adding an additional transformer or transformers, and bringing power to the building electrical panels in a location acceptable to Tenant, to provide 4,000 amp service, pursuant to plans, specifications, and bids first approved by Tenant and in compliance with all applicable laws, codes, and ordinances. Landlord shall be responsible for all work the first Fifty Thousand Dollars ($50,000.00) of the cost and costs incurred expense such upgrade to the power supply. In the event the cost and expense of such upgrade to the power supply pursuant to bids approved by Tenant exceeds Fifty Thousand Dollars (whether $50,000.00), the amount in connection excess of Fifty Thousand Dollars ($50,000.00) shall be reimbursed by Tenant to Landlord by amortizing said excess amount over that portion of the initial term of the Lease from the Rent Commencement Date to the end of the initial term, in equal monthly installments. Said reimbursement installments shall be paid, commencing on Rent Commencement Date, together with Tenant’s construction Base Rent Payment due under this Lease, as Additional Rent. Landlord warrants and represents to Tenant that all heating, equipment and systems, air conditioning, ventilation equipment and systems, all electrical equipment and systems, all plumbing equipment and systems shall be in good working order as of Rent Commencement Date. Tenant’s entry into possession shall constitute presumptive evidence against Tenant that the Premises were in good order and satisfactory condition and suitable for the purposes for which they are leased at the time of entry, subject however to latent defects, and any defects or punch list items communicated by Tenant to Landlord in writing within fifteen (15) days after the Rent Commencement Date. Neither Landlord not Landlord’s agents have made any representations or warranties with respect to the physical condition of the Tenant Improvements pursuant to building or the Work Letter land upon which it is erected or otherwise) to bring any other portion of the Premises, into compliance with the ADA or Title 24 except as enacted herein expressly set forth. Tenant acknowledges and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by agrees that Tenant to bring any portion of has inspected the Premises into compliance with any such laws and agrees to take the same “as is,” except as otherwise provided in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingthis Lease.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither it has inspected and accepts the Premises in their present condition as suitable for the purpose for which the Premises are leased. Notwithstanding the preceding sentence, Landlord nor any shall make the following repairs, alterations or improvements prior to the Commencement Date: (i) removal of the Landlord Parties have made any representation or warranty existing wood demising wall within the Premises; (ii) re-seal the existing skylight; and (iii) repaint and carpet the existing office area within that portion of any kind whatsoever with respect to the Site, the Premises and/or commonly known as 14330 Xxx Xxxxxx Xxxxxx ("Landlord's Work"). The taking of possession by Tenant shall be conclusive to establish that the Building or with respect to the suitability of either for the conduct of Tenant’s businessPremises are in good and satisfactory condition when possession is taken. Tenant further acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection no representations or promises were made by Landlord or any agent of the SiteLandlord to repair, the Building and alter, remodel or improve the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically expressly set forth in this Lease, including, without limitation, any representation or warranty as to . The Commencement Date shall be the physical condition, design or layout date provided in Item 3 of the Site, the Building and the PremisesBasic Lease Provisions. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving If this Lease is executed before the Premises are, become vacant or will be as otherwise available or if any present tenant or occupant of the Lease Premises holds over, and Landlord cannot acquire possession of the Premises in time to deliver them by the Commencement Date, or if any required repairs, alterations or improvements are not substantially completed by Landlord prior to the Commencement Date, this Lease shall not be void or voidable, and Landlord shall not be deemed to be in good working condition and default hereunder, nor shall Landlord be liable for any loss or damage directly or indirectly arising out of or resulting from such holdover. Tenant agrees to accept possession of the Premises and Building at such time as delivered by Landlord is able to Tenant (and after completion by Tenant of tender the Compliance Work as defined in same, which date shall thenceforth be deemed the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject After the Commencement Date, Tenant shall, upon demand, execute and deliver to the provisions Landlord a letter of the Work Letter, the costs incurred by Tenant to bring any portion acceptance of delivery of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be specifying the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingCommencement Date.

Condition of Premises. 13.1 Other than as expressly stated in Tenant acknowledges that he/she has examined the Leased Premises, including all appliances and equipment therein, and the common areas (the “Grounds”). By signing this Lease, Tenant agrees that they are, on the date of this Lease, in good order, repair and in a safe, clean and tenantable condition unless otherwise noted on the Report (Exhibit B), which Report shall be deemed correct unless Tenant objects thereto in writing within five days after receipt thereof. Tenant also acknowledges that neither Landlord nor any of has made no promises or alter, repair, or improve the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Leased Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth noted in this Leasethe Report. In the Report, including, without limitation, Landlord shall disclose whether there is any representation or warranty as to visible evidence of mold in areas readily accessible within the physical condition, design or layout interior of the Sitedwelling unit. If the Report states that there is no visible evidence of mold in the dwelling unit, this written statement shall be deemed correct unless Tenant objects thereto in writing within five days after receiving the Report. If the Report states that there is visible evidence of mold in the dwelling unit, the Building tenant shall have the option to terminate the tenancy and not take possession or remain in possession of the Premisesdwelling unit. Notwithstanding If Tenant requests to take possession, or remain in possession, of the foregoingdwelling unit, notwithstanding the presence of visible evidence of mold, Landlord expressly represents shall promptly remediate the mold condition but in no event later than five business days thereafter and warrants re-inspect the dwelling unit to confirm there is no visible evidence of mold in the dwelling unit and reflect on a new Report that all Building Systems serving there is no visible evidence of mold in the Premises aredwelling unit upon re-inspection. Landlord will inspect the unit on a regular basis to check for needed maintenance, or tenant housekeeping, and other Lease compliance issues in accordance with the Handbook guidelines and applicable law. Landlord will be as inspect the unit at the time Tenant vacates the unit and shall give Tenant a written statement of the Lease Commencement Datecharges, if any, for which Tenant is responsible, in good working condition and the Premises and Building as delivered by Landlord to accordance with Paragraph 7. Tenant (and after completion by Tenant of the Compliance Work as defined or representative may join in the Work Letter) shall comply with all applicable laws and regulationsmove-out inspection, including, unless Tenant vacates without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seqnotice to Landlord.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than as expressly stated in At the termination of this Lease by lapse of --------------------- time or otherwise, or upon a termination of Tenant's right of possession without terminating this Lease, Tenant acknowledges shall surrender possession of the Premises and all Tenant Improvements to Landlord and deliver all keys to the Premises to Landlord, and shall return the Premises and all equipment and fixtures of Landlord to Landlord In as good condition as when Tenant originally took possession, ordinary wear and tear, loss or damage by fire or other insured casualty, and damage resulting from the acts of Landlord or any of its employees and agents excepted, failing which Landlord may restore the Premises and such equipment and fixtures to such condition and Tenant shall pay the reasonable cost thereof to Landlord within ten (10) business days of receipt of Landlord's invoice thereof, which shall be delivered to Tenant with reasonable supporting documentation. All Alterations, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises shall become Landlord's property, and unless Landlord requests their removal, shall remain upon the Premises at the termination of this Lease by lapse of time or otherwise or upon a termination of Tenant's right to possess the Premises, without compensation to Tenant, excepting, however, Tenant's movable furniture, equipment and trade fixtures, provided that neither they may be removed without permanent structural damage to the Building. If Tenant does not remove such furniture, equipment and trade fixtures upon the expiration or earlier termination of this Lease, or upon the termination of Tenant's right to possess the Premises, at Landlord's election: (i) Tenant shall be conclusively presumed to have conveyed the same to Landlord nor under this Lease as a xxxx of sale without payment or credit by Landlord, or (ii) Tenant shall be conclusively presumed to have forever abandoned such property, and without accepting title thereto, Landlord may, at Tenant's expense, remove, store, destroy, discard or otherwise dispose of all or any part thereof without incurring liability to Tenant or to any other person, and Tenant shall pay Landlord upon demand the reasonable expenses incurred in taking such actions. Tenant's obligations under this Section 16.1 shall survive the ------------ expiration or earlier termination of the Term of this Lease. Notwithstanding any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall not be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.required

Condition of Premises. 13.1 Other than as expressly stated in At the termination of this Lease by lapse of time or otherwise, or upon termination of Tenant’s right of possession without terminating this Lease, Tenant acknowledges that neither Landlord nor any shall surrender possession of the Premises to Landlord Parties have made any representation or warranty of any kind whatsoever with respect and deliver all keys to the SitePremises to Landlord, and shall return the Premises and/or and all equipment and fixtures of Landlord to Landlord in as good condition as when Tenant originally took possession, ordinary wear, loss or damage by fire or other casualty not the Building fault of Tenant or with respect insured casualty and damage resulting from the act of Landlord or any other of its employees and agents or other tenants of the Property excepted, failing which Landlord may restore the Premises and such equipment and fixtures to such condition and Tenant shall pay the suitability reasonable cost thereof to Landlord on demand. All Alterations, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises shall become Landlord’s property, and unless Landlord requests their removal, shall remain upon the Premises at the termination of either for the conduct this Lease by lapse of time or otherwise or upon a termination of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon right of possession, without compensation to Tenant, excepting, however, Tenant’s own inspection movable office furniture, trade fixtures, office equipment and special lighting fixtures, provided that they may be removed without permanent structural damage to the Building. If Tenant does not remove such property upon the expiration or earlier termination of this Lease, or upon the Sitetermination of Tenant’s right of possession, the Building at Landlord’s election Tenant shall be conclusively presumed to have forever abandoned such property, and the Premiseswithout accepting title thereto, Landlord may, at Tenant’s expense, remove, store, destroy, discard or otherwise dispose of all or any part thereof without incurring liability to Tenant or to any other person, and Tenant is not relying on any representation shall pay Landlord upon demand the expenses incurred in taking such actions. Tenant’s obligations under this Section 17.1 shall survive the expiration or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout earlier termination of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, Term or will be as a termination of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction right of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingpossession.

Condition of Premises. 13.1 Other than Landlord shall deliver the Premises to Tenant in broom-clean condition and free of debris, with the existing Building-standard electrical, plumbing, and HVAC systems (collectively, the "Operating Systems") in good operating condition as of the Turnover Date (as defined in the Work Letter attached hereto as Exhibit C). If one of such Operating Systems or elements should malfunction or fail within the warranty period below, as Tenant's sole remedy for Landlord's breach of this warranty, Landlord shall, as Landlord's sole obligation, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, repair or replace the same, if necessary, at Landlord's expense; provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the acts or omissions of Tenant and/or any of Tenant's Parties. The warranty period shall be thirty (30) days after Lease Commencement of the Premises . If Tenant does not give Landlord the required notice within said warranty period, repair of the Operating Systems which exclusively service the Premises shall be the obligation of Tenant at Tenant's sole cost and expense. Tenant acknowledges that, except as otherwise expressly stated set forth in this Lease, Tenant acknowledges that (i) neither Landlord nor any agent of the Landlord Parties have has made any representation or warranty of any kind whatsoever with respect to the SitePremises, the Premises and/or Building or the Building Property or their condition, or with respect to the suitability of either thereof for the conduct of Tenant’s 's business. , and Tenant acknowledges shall accept the Premises in its then as-is condition on delivery by Landlord, and agrees that Tenant is relying solely upon Tenant’s own inspection (ii) the acceptance of possession of the SitePremises by Tenant shall establish that the Premises, the Building and the PremisesProperty were at such time complete and in good, sanitary and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working satisfactory condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply repair with all applicable laws work required to be performed by Landlord, if any, completed and regulationswithout any obligation on Landlord's part to make any further alterations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter upgrades or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.improvements thereto

Condition of Premises. 13.1 Prior to the Commencement Date and in accordance with the Work Schedule to be prepared by Landlord and Tenant pursuant to the Work Letter Agreement attached hereto as Exhibit C, Landlord and Tenant shall jointly conduct a walk-through inspection of the Premises and shall jointly prepare a list (the "Punch-List") of items needing additional work; provided, however, the Punch- List shall be limited to items required to be installed by landlord under the Work Letter Agreement and the Punch-List will not include any items of damage to the Premises caused by Tenant's move-in or early entry, if permitted. Damage caused by Tenant will be corrected or repaired by Landlord, at Tenant's expense. Other than the items specified in the Punch-List, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises and the Building in their condition on the date of delivery of possession and to have acknowledged that Landlord has installed the Tenant Improvements as expressly stated required by the work Letter Agreement and that there are no additional items needing work or repair. Landlord shall cause all items set forth in this Lease, the Punch-List to be repaired or corrected within thirty (30) days following the preparation of the Punch-List or as soon as reasonably practicable after the preparation of the Punch-List. Tenant acknowledges that neither Landlord nor any agent of the Landlord Parties have has made any representation or warranty of any kind whatsoever with respect to the SitePremises, the Premises and/or Building, the Building Project or any portions thereof or with respect to the suitability of either same for the conduct of Tenant’s 's business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding Without limiting the foregoing, Landlord expressly represents and warrants that all if the Building Systems serving the Premises areis newly constructed or renovated, or will be as Tenant's execution of the Lease Commencement Date, in good working condition Notice attached hereto as Exhibit D shall constitute a specific acknowledgment and acceptance of the various start-up inconveniences that may be associated with the use of the Project and the Premises Common Areas such as certain construction obstacles including scaffolding, uneven air conditioning services and Building as delivered by Landlord other typical conditions incident to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seqrecently constructed or renovated buildings.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than The Premises shall be rented as expressly stated in this Leaseis. Any repairs, Tenant acknowledges that neither Landlord nor any alterations or changes needed to maintain the grounds or structures on the property will be done at the discretion of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect lessor. We strive to the Site, keep the Premises and/or fully maintained but timing of these changes is difficult to predict and may cause slight changes in the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection appearance of the Sitefacilities. ______ Articles Left: Immediately following the Event end time/date, Lessor shall have the Building and sole right to collect, store and/or dispose of articles left at the Premises by Lessee or by persons attending any event held at the Premises. Lessor shall not be liable to Lessee for collection, and Tenant is storing and/or disposing of such articles. _____ Safety: Lessee shall not relying knowingly bring or permit anyone to bring onto the Premises anything which will increase the fire hazard or the rate of insurance on any representation or warranty from the Landlord regarding the Site, the Premises or any fixture, or furnishings therein or there on. Lessee shall not bring or permit any person to bring onto the Building, except as specifically set forth in this Lease, including, Premises any animal without limitation, any representation or warranty as to the physical condition, design or layout prior written consent of the SiteLessor unless it is a licensed service animal. Fireworks, firecrackers, flame/fire of any kind, are prohibited unless it is approved by the Building Lessor. Lessor may make any safety announcements, as Lessor deems necessary at any time in the interest of public safety. Lessee will cooperate with the delivery of such announcements for public safety. _____ Disclaimer of Liability: Xxxxxx County Convent Foundation, Inc. will not be held responsible or liable for damages to any equipment or item(s) brought onto the Premises nor will they be held responsible or liable for injury or damage caused by such equipment or item(s) to an individual. All responsibility and liability shall be upon the renter. Lessee shall indemnify and hold harmless Lessor from and against any and all claims, losses, damages, causes of action, suits, and liabilities arising in favor of any person, including all expenses of litigation, court cost, and attorneys’ fees, from injury to or death of any person or for damage to any property, arising out of or in connection with the rental and/or use of the Premises. Notwithstanding Revised 08/08/2022 _____ Smoking: Xxxxxx County Convent Inc. (1884 Carmelite Plaza) is a tobacco free facility. Smoking and other use of tobacco is prohibited on the foregoingproperty or in the buildings, Landlord expressly represents and warrants that all Building Systems serving the Premises arepavilion, or will be as of restrooms. Failure to comply could affect the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seqfull deposit return.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither Landlord nor shall have no obligation to perform any of the Landlord Parties have made construction or make any representation additional improvements or warranty of alterations, or to afford any kind whatsoever allowance to Tenant for improvements or alterations, in connection with respect to the Sitethis Amendment, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant other than as is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this LeaseParagraph 10. Except as is provided in this Paragraph 10 and Exhibit B, including, without limitation, any representation or warranty Tenant accepts the New Space in its “as to the physical is” condition, design or layout . Landlord shall tender possession of the SiteNew Space with all the work to be performed by Landlord pursuant to Exhibit B to this Lease substantially completed, endeavoring to do so by April 1, 2006 (the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease “Scheduled Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction . Tenant shall deliver a punch list of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs items not completed within thirty (30) days following Tenantafter Landlord tenders possession of the Premises and Landlord agrees to proceed with due diligence to perform its obligations regarding such items. Tenant shall, at Landlord’s delivery request, execute and deliver a memorandum agreement provided by Landlord in the form of Exhibit C attached hereto, setting forth the actual New Space Commencement Date, Termination Date and, if necessary, a revised rent schedule. Should Tenant fail to do so within thirty (30) days after Landlord’s request, the information set forth in such memorandum provided by Landlord shall be conclusively presumed to be agreed and correct. Tenant agrees that in the event of a reasonably detailed invoice therefor provided that the obligation inability of Landlord to reimburse deliver possession of the New Space on the Scheduled Commencement Date for any reason, Landlord shall not be liable for any damage resulting from such inability and Tenant shall continue in occupancy of, and paying rent on account of, the Current Premises at the rate currently payable under the Lease; but Tenant shall not be liable for any rent for the New Space until the time when Landlord can, after notice to Tenant, deliver possession of the New Space to Tenant. No such failure to give possession on the Scheduled Commencement Date shall affect the other obligations of Tenant under this Lease, except that if this Lease is executed by the Tenant and delivered to Landlord by January 5, 2006 and Landlord is unable to deliver possession of the New Space by May 15, 2006 (other than as more particularly governed a result of strikes, shortages of materials, holdover tenancies or similar matters beyond the reasonable control of Landlord and Tenant is notified by Landlord in writing as to such delay), Tenant shall have the option to deliver a termination notice, unless and to the extent that said delay is as a result of: (a) Tenant’s failure to agree to plans and specifications and/or construction cost estimates or bids; (b) Tenant’s request for materials, finishes or installations other than Landlord’s standard except those, if any, that Landlord shall have expressly agreed to furnish without extension of time agreed by Landlord; (c) Tenant’s change in any plans or specifications; or, (d) performance or completion by a party employed by Tenant (each of the foregoing, a “Tenant Delay”). If any delay is the result of a Tenant Delay, the New Space Commencement Date and the payment of rent under this Lease for the New Space shall be accelerated by the number of days of such Tenant Delay. Subject to the foregoing, if Tenant has provided the aforesaid termination notice, this Amendment shall be deemed terminated and not to be part of the Lease and the Lease shall continue in full force and effect without reference to this Amendment. In the event Landlord permits Tenant, or any agent, employee or contractor of Tenant, to enter, use or occupy the New Space prior to the New Space Commencement Date, such entry, use or occupancy shall be subject to all the provisions of this Lease other than the Work Letterpayment of rent for the New Space. Common Area Operating Expenses will Said early possession shall not include any costs incurred by Landlord to bring advance the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingTermination Date.

Condition of Premises. 13.1 Thirty (30) days following the Rent Commencement Date and in accordance with the Work Letter Agreement attached hereto as Exhibit "C", Landlord and Tenant will jointly conduct a walk-through inspection of the C&B Premises and will jointly prepare a punch-list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the C&B Premises caused by Tenant's move-in or early entry, if permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than as expressly stated in latent defects of which Landlord is notified within one (1) year after the Rent Commencement Date, Landlord's obligations under Paragraph 14 of this Lease, and the items specified in the Punch-List, by taking possession of the C&B Premises, Tenant will be deemed to have accepted the C&B Premises in its condition on the date of delivery of possession, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and occupancy of the C&B Premises and to have acknowledged that the Tenant Improvements have been installed as required by the Work Letter Agreement and that there are no additional items needing work or repair by Landlord. Landlord will cause all items in the Punch-List to be repaired or corrected within thirty (30) days following the preparation of the Punch-List or as soon as practicable after the preparation of the Punch-List. Tenant acknowledges that neither Landlord nor any agent of the Landlord Parties have has made any representation or warranty of any kind whatsoever with respect to the SitePremises, the Premises and/or the Building Development or any portions thereof or with respect to the suitability of either same for the conduct of Tenant’s 's business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own The foregoing inspection of the Site, C&B Premises may hereinafter be referred to as the Building and the Premises, "Inspection Process." Landlord and Tenant is not relying on any representation or warranty from acknowledge and agree that the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as Inspection Process shall be applicable to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any each portion of the Subleased Premises into compliance as such portions are turned over to Tenant and the respective subtenants thereof in accordance with any such laws in connection with Tenant’s construction the terms of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingthis Lease.

Condition of Premises. 13.1 Other than as expressly stated A. Landlord shall deliver the Premises to Tenant in this Leaseshell condition, with demising walls, corridor, and suite entry completed. Tenant acknowledges that neither Landlord nor is leasing the Premises “as-is”, without any other obligation on Landlord’s part to alter, remodel, improve or decorate any part of the Landlord Parties have made any representation Premises or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect Common Areas other than demising the Premises. Tenant will build out tenant improvements according to the suitability terms of either the Work Letter attached hereto as Exhibit “B” (“Work Letter”). Landlord shall provide the sum identified in Subparagraph 16 of the Fundamental Lease Provisions above as a Tenant Improvement Allowance in accordance with the Work Letter, which sum shall be reduced or increased after calculation of the square footage of the Premises as provided below. Landlord shall, after Tenant’s approval of architectural drawings for the conduct Tenant Improvements, calculate the useable square footage of the Premises and the Common Area located on the third floor from the approved drawings and calculate the rentable square footage of the Premises. The rentable and useable square footage shall be determined in accordance with the standards promulgated by the Building Owners and Managers Association (“BOMA Standard”) as determined by Landlord’s architect for the Building (“Landlord’s Architect”). The Tenant Improvement Allowance stated in Subparagraph 16 of the Fundamental Lease Provisions shall be determined by the calculation of usable square footage described above. The rentable square footage stated in Subparagraph 4 of the Fundamental Lease Provisions, Tenant’s businesspro rata share stated in Subparagraph 5, monthly Base Rent stated in Subparagraph 9, and parking stated in Subparagraph 15 shall be adjusted according to the. Landlord shall provide to Tenant acknowledges and agrees that Tenant is relying solely upon Tenanta statement from Landlord’s own inspection Architect of the Siteusable square footage and of the rentable square footage after completion of each such calculation. After calculation of the square footage of the Premises, Landlord shall deliver to Tenant a Square Footage Statement substantially in the Building form of Exhibit “C” attached hereto. The calculation described above affect only the usable square footage and rentable square footage of the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout square footage of the Site, Building for purposes of this Lease shall remain as stated in the Building and grammatical paragraph following the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as numbered subparagraphs of the Fundamental Lease Commencement Date, in good working condition and Provisions. Monthly Base Rent shall be recalculated based on $4.35 per rentable square foot. If the Premises and Building as delivered by Landlord to Tenant (and Base Rent after completion by Tenant calculation of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion square footage of the Premises into compliance with any such laws in connection with Tenant’s construction is greater than $36,213.75, Landlord shall deliver an invoice to Tenant for the difference and Tenant shall pay the additional Base Rent due within ten (10) days after receipt of the invoice. If the Base Rent after calculation of the square footage of the Premises is less than $36,213.75, Landlord shall credit the excess payment against the next installments of Base Rent due from Tenant Improvements, to Landlord. Parking shall be recalculated based on the responsibility calculated rentable square footage multiplied by four parking stalls per one thousand square feet; if the product of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of the multiplication is not a reasonably detailed invoice therefor provided that whole number, the obligation of Landlord to reimburse Tenant result shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable rounded down to the Buildingnearest whole number.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect Xxxxxxxx agrees to the Site, the Premises and/or the Building or with respect perform certain improvements to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and the Additional Storage Space (the “Landlord’s Work”) pursuant to the plans and specifications attached hereto as Exhibit B, using Building as delivered standard specifications, materials and finishes selected by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationsLandlord, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense. Except for the Landlord’s Work, Landlord shall have no obligation whatsoever to improve the Premises in conjunction with the Extended Term or to otherwise fund any improvements to the Premises, and Tenant hereby accepts the Premises in its current AS-IS condition. The Landlord’s Work will be responsible conducted in the Premises while Tenant is in occupancy thereof and paying Rent under the Amended Lease. Xxxxxx agrees to cooperate with Xxxxxxxx and to make the Premises reasonably available to Landlord and its contractors for all work the performance of the Landlord’s Work. Tenant acknowledges that some interruptions and/or interference with Xxxxxx’s business may occur during the course of the Landlord’s Work, but agrees that no interruptions or inconveniences to Tenant or its business suffered as a result of the Landlord’s Work shall constitute an eviction of Tenant from the Premises, whether constructive or otherwise, and costs incurred (whether Tenant shall in connection with no event be excused from paying the monthly installment of Rent that it is scheduled to pay pursuant to the terms of the Amended Lease. Landlord may or may not perform the Landlord’s Work during normal business hours. If the Landlord’s Work is performed after Xxxxxx’s business hours at Tenant’s direction, Tenant shall pay to Landlord the additional costs, if any, to perform the Landlord’s Work after business hours. Landlord and Tenant shall cooperate and cause their respective employees, agents and contractors to cooperate with the other during said period to expedite completion of the Landlord’s Work as well as to minimize any interference with Xxxxxx’s business operations in the Premises. Tenant shall be responsible, at Tenant’s sole cost, for installing its furniture, fixtures, data cabling, network and phone equipment servicing the Premises, and packing and relocating its furniture, fixtures and other personal property within the Premises as required for construction of the Tenant Improvements Landlord’s Work. Landlord shall use its commercially reasonable efforts to complete the Landlord’s Work pursuant to the Work Letter or otherwise) Construction Schedule attached as Exhibit C hereto, subject to bring the Premises, into compliance with the ADA or Title 24 any Force Majeure Delays (as enacted and defined in effect as Section 31.17 of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred Original Lease) and/or any delays caused by Tenant to bring and/or any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of employees, agents or contractors (the “Tenant ImprovementsDelays”). If, shall be for reasons other than Force Majeure Delays and/or Tenant Delays, Landlord is unable to substantially complete the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs Landlord’s Work within thirty one hundred eighty (30180) days following mutual execution of this Amendment (the “Outside Delivery Date”), then Tenant, as Xxxxxx’s delivery to Landlord sole and exclusive remedy, shall receive one (1) day of a reasonably detailed invoice therefor provided that Monthly Base Rent abatement following the obligation of Landlord to reimburse Tenant shall be as more particularly governed by Extended Term Commencement Date for each day the provisions substantial completion of the Landlord’s Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring is delayed beyond the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingOutside Delivery Date.

Condition of Premises. 13.1 Other Tenant accepts the Premises in "as is" condition, subject only to Landlord's maintenance and repair obligations set forth herein, free of all leases, occupancy or related agreements or tenancies other than as expressly stated in this a lease (the "First Floor Lease, Tenant acknowledges that neither Landlord nor any ") for space on the first floor of the Building (the "First Floor Space"), which First Floor Lease expires on July 31, 2000. Landlord Parties have made any representation or warranty does hereby agree to use all commercially reasonable efforts (including the initiation of dispossessory proceedings, if required) to cause the occupants of the First Floor Space to vacate the premises subject to the First Floor Lease as soon after the expiration of the term of the First Floor Lease as is possible. For the period beginning on the Commencement Date and continuing for so long as the tenant under the First Floor Lease shall remain in possession of any kind whatsoever with respect portion of the First Floor Space, Landlord shall promptly pay to Tenant, on or before the Sitetenth (10th) calendar day of each calendar month, the Premises and/or sum of $5,712.50, prorated for any partial month. Notwithstanding the Building or with respect to foregoing, in the suitability event that the activities of either for the conduct of Tenant’s business. Tenant acknowledges in and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, around the Premises or shall give rise to a claim by the Building, except as specifically set forth in this Lease, tenant under the First Floor Lease that its rights under the First Floor Lease (including, without limitation, the right to quiet enjoyment of its demised premises) shall have been breached or violated, and as a result thereof, said tenant under the First Floor Lease shall refuse to pay all or any representation or warranty as portion of the rent payable with respect to the physical conditionperiod commencing on the Commencement Date 4 5 and ending on the Rent Commencement Date; then in such event, design or layout Landlord's obligation to pay to Tenant the sum of the Site$5,712.50 per month as described immediately hereinabove shall be extinguished and eliminated, the Building and the Premises. Notwithstanding the foregoinginstead, Landlord expressly represents and warrants that shall promptly pay, within five (5) calendar days after receipt, all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered rents actually collected by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationsunder said First Floor Lease, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance together with the ADA security deposit (or Title 24 as enacted and in effect as last month's rent) held by Landlord (subject, however, to any claims of the Lease Commencement Datesaid tenant). Subject to the provisions of foregoing, in the Work Letterevent Landlord shall fail to pay such amount when due, Tenant shall have the costs incurred right to offset or credit such amount against any Rent, Additional Rent or other sum payable to Landlord by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingunder this Lease.

Condition of Premises. 13.1 Other than as expressly stated in Upon the expiration or earlier termination of this Lease, Tenant acknowledges that neither Landlord nor any shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the SiteLease Term, the Premises and/or the Building or with respect to the suitability of either except for the conduct of Tenant’s business. Tenant acknowledges ordinary wear and agrees tear that Tenant is relying solely upon not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the building(s) of which the Premises are a part to Landlord. Upon Tenant’s own inspection 's vacation of the Site, the Building and the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord's consent) that Landlord may require Tenant is to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant's expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are not relying on any representation or warranty from the Landlord regarding the Sitelimited to, the Premises or the Buildingfollowing: capping all plumbing, except as specifically set forth capping all electrical wiring, repairing all holes in this Leasewalls, includingrestoring damaged floor and/or ceiling tiles, without limitation, any representation or warranty as to the physical condition, design or layout and thorough cleaning of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants If Tenant fails to remove any items that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered Tenant has an obligation to remove under this Section when required by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationsor otherwise, includingsuch items shall, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense's option, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of become the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility property of Landlord and Landlord shall reimburse have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Landlord's retention or disposition of such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Alterations or personal property. Tenant shall be as more particularly governed by the provisions liable to Landlord for Landlord's costs of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Buildingremoving, or any portion thereof, into compliance with any storing and disposing of the laws or regulations described in the immediately preceding sentence applicable to the Buildingsuch items.

Condition of Premises. 13.1 Other than as expressly stated in this LeaseLandlord's sole construction obligations, if any, regarding Tenant acknowledges that neither Landlord nor any Improvements for the Premises and the obligations of the Landlord Parties have made any representation or warranty of any kind whatsoever Tenant with respect to the SiteTenant Improvements, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically are set forth in the Work Letter attached as Exhibit "C". It is acknowledged and agreed that all Tenant ----------- Improvements under this Lease, including, without limitation, any representation Lease are and shall be the property of Landlord from and after their installation. The taking of possession or warranty as to the physical condition, design or layout use of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants Premises by Tenant for any purpose other than as provided in Section 3.3 shall conclusively establish that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and Tenant has inspected the Premises and Building accepts them as delivered being in good and sanitary order, condition and repair and that the Tenant Improvements have been constructed in accordance with the Plans; provided, however, Tenant shall have a period of thirty (30) days after taking possession of the Premises in which to notify Landlord in writing of any construction deficiencies or defects and any uncompleted punch list items (the punch list shall be limited to items required to be accomplished by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in under the Work Letter) shall comply with and, except as hereafter provided, Landlord will repair, replace or complete at its expense all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether items referenced in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs notice within thirty (30) days following Tenant’s delivery after receipt of such notice, subject to Unavoidable Delay, or as soon thereafter as Landlord, acting in good faith, can repair, replace or complete the same. If Landlord of reasonably contends that a reasonably detailed invoice therefor provided that particular item in such notice is not justified, the obligation of Landlord parties will refer the issue to reimburse Tenant Landlord's Space Planner for resolution. Landlord's Space Planner's determination shall be as more particularly governed by final and binding upon the provisions parties. Nothing in this Section 3.6 shall limit or expand Landlord's maintenance and repair obligations set forth in Article IX. Article XVIII notwithstanding, Tenant's acceptance of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring Premises is with the Buildingunderstanding that, or any portion thereof, into compliance with any of the laws or regulations described as other tenants lease space in the immediately preceding sentence applicable Building from time to time, certain noise, distractions and other inconveniences with respect to the BuildingProject (including the Building and the parking area) may result from the construction or renovation of tenant improvements or the moving of such other tenants into their premises.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant Lessee acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion receipt of the Premises into compliance in a clean condition and in good order and repair, without exception, except for such deficiencies as Lessee sets forth in a written list of deficiencies supplied by Lessee to Lessor within 3 days of the commencement of tenancy. This requirement is intended to protect Lessee against erroneous charges. Lessee acknowledges receipt of an Inventory and Condition Report to be completed and returned to Lessor to be used for such purpose. Lessee shall: (a) keep the Premises in a clean and sanitary condition; (b) dispose of all rubbish, garbage and waste in a clean and sanitary manner; (c) properly use and operate all electrical, gas and plumbing fixtures and keep the same in a clean condition; (d) not permit any person, in or about the Premises with Lessee’s consent, to deface, damage or remove any part of the structure in which the Premises are located nor the facilities, equipment or appurtenances thereto or thereon, nor himself/herself to do any such laws thing; (e) occupy and use the Premises in connection with Tenant’s construction of Tenant Improvements, the manner in which they are designated and intended to be occupied and used. Lessee shall be liable for the responsibility expense of Landlord and Landlord any repair caused by Lessee’s failure to comply with conditions. Lessee shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that not alter the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or Premises nor wallpaper any portion thereof, into compliance nor repair any damage thereto, except with Lessor’s written consent before or after an initial inspection on termination per Civil Code Section 1950(b). Lessee is obligated to do any repair-of-damage work or cleaning only through licensed, insured professionals approved in advance by Lessor in writing and to provide Lessor with releases from such individuals evidencing full payment for any such repair or cleaning work, Lessee shall not install or use any dishwasher, clothes washer, clothes dryer or air conditioner in or about the Premises except those which may be supplied by Lessor. MOLD FREE: On moving in, Lessee will carefully inspect the Premises, particularly the bathroom and all window tracks throughout the Premises, for mold. If mold is found, LESSEE will report it to the Lessor within 3 days of taking occupancy by way of providing Lessor with a written maintenance request form. Lessor shall respond to same with reasonable promptness. If mold is not so reported, it shall be conclusively presumed that the Premises were delivered to Lessee mold free. Lessee understands that any growth of mold is primarily due to conditions over which Lessee, not Lessor, has control, namely moisture and ventilation. Lessee agrees to (1) Wipe down shower interiors and fixtures following each use, (2) “Crack” the bathroom window during or immediately following showering, so as to ventilate steam/moisture, and (3) If there is a fan in the bathroom, run it while showering. Any amenities that do not affect the habitability of the laws Premises such as swimming pools, barbeque areas, and patio or regulations described in picnic furniture, may be reduced or removed at the immediately preceding sentence applicable to Lessor’s sole discretion and the Buildingreduction or removal of such amenity shall not constitute a material breach of this Lease Agreement.

Condition of Premises. 13.1 Other than Landlord shall cause the base building heating, ventilation and air conditioning, electrical, lighting, plumbing, sewer and life-safety systems and the roof of the Project to be in good working order and condition as expressly of the Commencement Date (and with respect to the Must Take Space, as of the Must Take Commencement Date). In furtherance of the foregoing, Tenant may notify Landlord in writing if any such systems or such roof is not in good working order or condition at any time on or before the date which is sixty (60) days after the Commencement Date (or with respect to the Must Take Space, at any time on or before the date which is sixty (60) days after the Must Take Commencement Date), in which case Landlord shall promptly make any necessary repairs to such systems or roof at no cost or charge to Tenant (as a Direct Cost or otherwise). Without in any way limiting Landlord’s other repair, maintenance, or other obligations under this Lease, Tenant’s failure to so notify Landlord within such sixty (60) day periods shall be deemed to constitute Landlord’s satisfaction of its obligation to cause such items to be in good working order and condition. As indicated in Section 1 of the Tenant Work Letter, prior to the Commencement Date, Landlord shall remove the batteries from the non-functional UPS system in the Premises. The remaining UPS system for the Premises shall be provided in its “as is” condition and notwithstanding anything to the contrary contained in this Lease, Landlord shall have no obligation for maintenance and repair of such system. Subject to and without in any way limiting Landlord’s other repair, maintenance , or other obligations under this Lease, Tenant hereby agrees that except as provided in this Article 8 above or in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall be taken “as is”, “with all faults”, without any representations or warranties that are not specifically stated in this Lease, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes (or has voluntarily elected not to do so), and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the suitability of the Premises or Project for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of the Landlord Parties have has made any representation representations or warranty of any kind whatsoever with respect to the Site, Premises or the Premises and/or the Building Project or with respect to the suitability of either for the conduct of Tenant’s business. business that is not expressly stated in this Lease and Tenant acknowledges expressly warrants and agrees represents that Tenant is relying has relied solely upon Tenant’s on its own investigation and inspection of the SitePremises and the Project (and Landlord’s obligations under this Lease) in its decision to enter into this Lease and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, and subject to, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 attached hereto as enacted Exhibit “D” and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of made a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.part

Condition of Premises. 13.1 Other than 1.01 Lessor shall deliver the leased premises in "as expressly stated in this Leaseis" condition. Subject to Lessee's option to terminate as hereinafter provided, Tenant acknowledges that neither Landlord nor any upon delivery of possession, Lessee covenants and agrees to take unconditional physical possession of the Landlord Parties have made leased premises and accepts the leased premises in "as is" condition without representation by Lessor or any representation person, firm or warranty corporation on behalf of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty Lessor as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”)thereof, and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether acknowledges that the leased premises are in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Datesatisfactory condition. Subject to the provisions Lessee having commissioned an engineering survey within (seven) 7 days of the Work Letterdate of execution hereof, during the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty twenty-one (3021) days following Tenant’s delivery the date of execution hereof, Lessee shall have access to Landlord the leased premises for purposes of inspecting the condition of same. In the event that Lessee shall notify Lessor in writing within such 21 day period that Lessee shall have discovered a significant defect or disrepair in the leased premises (subject to independent verification, if Lessor deems same reasonably detailed invoice therefor provided that necessary), then Lessee shall have the obligation option of Landlord terminating this Lease by giving written notice thereof to reimburse Tenant Lessor within such 21 day period. For purposes of the foregoing sentence, a "significant defect or disrepair" in the leased premises shall be deemed to mean defects or items of disrepair of such a nature as to require aggregate capital expenditures or repair costs of more particularly governed by than $100,000, within the provisions 120 day period immediately following the commencement date of the Work Letterterm hereof. Common Area Operating Expenses will not include any costs incurred Upon Lessor's receipt of Lessee's notice to terminate, Lessor shall have ten (10) days during which Lessor may nullify and vitiate Lessee's option by Landlord agreeing to bring bear the Building, cost of correction or any portion thereof, into compliance with any disrepair in excess of the laws or regulations described in the immediately preceding sentence applicable to the Building$100,000.00.

Condition of Premises. 13.1 Other than as expressly stated REPAIRS. The Leased Premises are leased to the Term in this Lease, Tenant acknowledges that neither Landlord nor any the CONDITION AS IS. Taking possession of the Leased Premises by Tenant shall be conclusive evidence as against Tenant that the Leased Premises are in satisfactory condition when possession was so taken. Except as stated herein, no promises of Landlord Parties to alter, remodel, improve, repair, decorate or clean the Leased Premises or any part thereof have been made, and no representation respecting the condition of the Leased Premises, has been made to Tenant by or on behalf of Landlord. Except for any representation damage resulting from the negligence or warranty willful acts of any kind whatsoever with respect to the Site, the Premises and/or the Building Landlord or with respect to the suitability of either for the conduct of Tenant’s businessLandlord's agents. Tenant acknowledges shall at its own expense keep the improvements located on the Leased Premises in good operating condition, including replacement if necessary, and agrees that Tenant is relying solely upon Tenant’s own inspection tenantable condition together with the air conditioning and heating system and shall promptly and adequately repair all damage to such Teased Premises, including but not limited to, replacing or repairing all damaged or broken glass, fixtures and appurtenances. Landlord, its officers, agents and representatives shall have the right to enter all parts of the Site, Leased Premises during regular business hours and upon forty-eight (48) hours notice to Tenant to inspect the Building and the Premises, Leased Premises and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof as long as such inspection is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth done in this Lease, including, without limitation, any representation or warranty a manner as to the physical condition, design or layout of the Site, the Building and the Premisesnot interfere with Tenant's business operations. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work installation, maintenance and costs incurred (whether in connection with repair of any security system desired for the Leased Premises as well as for the electrical and plumbing systems within the Leased Premises and for the air conditioning and heating system. Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvementsat its sole expense, shall promptly replace and maintain any fighting located on the Leased Premises. Tenant shall maintain in good operating condition any water fixtures and plumbing within the Leased Premises and shall be the responsibility of Landlord and Landlord shall reimburse Tenant solely responsible for any such costs additional cost incurred due to any leaks from fixtures within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingLeased Premises.

Condition of Premises. 13.1 Other than as expressly stated in Upon the expiration or earlier termination of this Lease, Tenant acknowledges that neither Landlord nor any shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the SiteLease Term, the Premises and/or the Building or with respect to the suitability of either except for the conduct of Tenant’s business. Tenant acknowledges ordinary wear and agrees tear that Tenant is relying solely upon not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the Building to Landlord. Upon expiration of the Lease, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord’s consent) that Landlord may require Tenant to remove; provided, Tenant shall not be required to remove any Alterations for which Tenant has previously obtained Landlord’s written agreement that such removal would not be required at the end of the Lease term. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s own inspection of the Siteexpense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are not limited to, the Building and the Premisesfollowing: capping all plumbing, capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout thorough cleaning of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants If Tenant fails to remove any items that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered Tenant has an obligation to remove under this Section when required by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationsor otherwise, includingsuch items shall, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expenseoption, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of become the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility property of Landlord and Landlord shall reimburse have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Landlord’s retention or disposition of such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Alterations or personal property. Tenant shall be as more particularly governed by the provisions liable to Landlord for Landlord’s costs of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Buildingremoving, or any portion thereof, into compliance with any storing and disposing of the laws or regulations described in the immediately preceding sentence applicable to the Buildingsuch items.

Condition of Premises. 13.1 Other than as expressly stated Each Segment of the Premises shall be delivered to Tenant on or before the Scheduled Delivery Date applicable thereto, in vacant, broom clean condition, with all Delivery Work substantially completed, and otherwise in compliance with the terms and provisions of the Workletter and this Lease. After possession of any Segment is delivered to Tenant, Tenant acknowledges may perform any Tenant Work (as defined in the Workletter) and Furniture Work (as defined in the Workletter) therein pursuant to the Workletter, and Landlord shall perform any Permitted Post Delivery Work therein in accordance with the Workletter. Landlord agrees that neither if the Delivery Work (or portions thereof) is substantially completed in any Segment prior to the Delivery Date or Scheduled Delivery Date applicable thereto (or Landlord nor Work is sufficiently completed, as determined by Landlord in its reasonable discretion, so as to allow Tenant to gain access to such Segment for purposes of performing its construction document field verification and/or space planning (if not theretofore completed) and construction activities in such Segment without interference to Landlord), Landlord shall cooperate with Tenant to allow Tenant to gain access to such Segment (or portions thereof) prior to the Delivery Date or Scheduled Delivery Date (as applicable) applicable thereto in order to enable Tenant to commence its construction document field verification and/or space planning (if not theretofore completed) and construction activities (including the Tenant Work and Furniture Work) prior to said Delivery Date or Scheduled Delivery Date (as applicable). Tenant’s acceptance of the Premises (or any Segment or portion thereof) shall not be deemed to release Landlord from any of its duties and obligations under the Workletter (including the obligation to perform and complete the Landlord Parties have made Work and to pay the Tenant Work Allowance (as defined in the Workletter) in accordance with the terms of the Workletter) or from any representation or warranty of any kind whatsoever its obligations under this Lease with respect to the Siteconstruction, the Premises and/or the Building operation, maintenance, repair or with respect to the suitability replacement of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises other Improvements or the Building, except providing of services to Tenant as specifically set forth provided for in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than as expressly stated Tenant's taking possession of the Premises or any portion thereof shall be conclusive evidence that the Premises or any such portion was in good order and satisfactory condition when Tenant took possession, subject to any latent defects in either the Building structure, or the Building's mechanical, plumbing, electrical and HVAC systems (collectively, the "Systems"). At the expiration or other termination of this LeaseLease or of Tenant's right of possession, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and shall leave the Premises, and during the Term will keep the same, in good order and condition, ordinary wear and tear, damage by fire or other casualty alone excepted; and for that purpose, Tenant shall make all necessary repairs and replacements. Tenant shall give Landlord prompt notice of any damage to or accident upon the Premises and of any breakage or defects in the window glass, wiring or plumbing, heating, ventilating or cooling or electrical apparatus or systems on or serving the Premises. Tenant shall at the expiration or termination of this Lease or of Tenant's right of possession, also have had removed from the Premises all furniture, trade fixtures, office equipment and all other items of Tenant's property (including, without limitation, the items Tenant is required to remove pursuant to subparagraph 8(c) hereof) so that Landlord may again have and repossess the Premises. All such items not relying on any representation or warranty removed from the Premises at such expiration or termination, shall conclusively be deemed to have been abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed of by Landlord regarding without notice to Tenant or any other party with an interest in such property and without any obligation to account therefor. Tenant shall pay Landlord all expenses incurred in connection with the Sitedisposition of such property, and if Landlord shall choose to store any such items, Landlord shall have no liability for the safekeeping thereof and such items may not be retrieved by Tenant or any other person except upon payment of such charges as may be imposed for the removal and storage. Tenant shall comply with all laws, rules, orders, ordinances and regulations at any time issued or in force by any lawful authority, applicable to the specific use of the Premises being made by Tenant or any other occupant (as opposed to a use of the Premises being made in general by all office tenants in the Building). Subject to paragraph 10(e), except Tenant shall, upon demand, pay to Landlord the amount of any damages suffered or incurred by Landlord as specifically set forth in this Leasea result of any injury to any part of the Property other than the Premises, done by Tenant or any subtenant or any agent, employee, contractor or invitee of Tenant or any subtenant, including, without limitation, any representation damage done by the bringing or warranty as removal of furniture and other property. Tenant shall forthwith repair all damage done to the physical conditionPremises by installation or removal of furniture and property by Tenant or any subtenant or by any agent, design employee, contractor or layout invitee of Tenant or of any subtenant or, if Landlord shall so request, pay to Landlord the Site, the Building and the Premisescost of such repair. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises areTenant shall not do or commit, or will suffer or permit to be done or committed, any act or thing as a result of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant which any policy of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether insurance of any kind on or in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter Property shall become void or otherwise) to bring the Premisessuspended, into compliance or any insurance risk on or in connection with the ADA Building or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any other portion of the Premises into compliance with Property shall (in the opinion of the insurer or any such laws in connection with Tenant’s construction of Tenant Improvements, shall insurance organization) be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord rendered more hazardous or require payment of a reasonably detailed invoice therefor provided that the obligation greater premium; without limitation of Landlord to reimburse any other rights and remedies of Landlord, Tenant shall pay as Additional Rent the amount of any increase of premiums for such insurance, resulting from any breach of this provision. Tenant shall leave the Premises in a reasonably tidy condition on all days upon which janitorial services are to be as more particularly governed provided by Landlord. Landlord shall, at Landlord's expense, replace any glass broken in the provisions Premises windows in the exterior walls of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, unless such glass is broken by Tenant, its servants, employees, agents, invitees, licensees or contractors, in which case Tenant shall, upon demand, pay the cost of replacement by Landlord. Tenant shall replace and pay for any portion thereof, into compliance with any of other glass broken in or about the laws or regulations described in the immediately preceding sentence applicable to the BuildingPremises.

Condition of Premises. 13.1 Other than as expressly stated in Promptly after the date of full execution and delivery of this Lease, Landlord shall, at Landlord’s sole cost and expense, cause the following work (“Landlord’s Work”) to be performed in the Premises using Project-standard materials and finishes only: (i) repaint all painted walls, (ii) clean all carpeted areas in the Premises, (iii) extend one (1) wall and install double doors to divide the lab area, all at a location reasonably designated by Landlord, and (iv) replace all broken or stained ceiling tiles and repair or replace blinds that are not in good working order. Landlord agrees to deliver possession of the Premises to Tenant in broom-clean condition. Landlord shall, if Tenant provides Landlord with a written request no later than June 30, 2006, replace the existing carpeting in the Premises with new Building-standard carpeting (“Landlord’s Special Work”) provided that Tenant reimburse Landlord, within ten (10) days of Landlord’s presentation of an invoice to Tenant, for (1) all costs incurred by Landlord to move Tenant’s furniture in connection with Landlord’s Special Work, and (ii) the carpet cleaning costs previously incurred by Landlord described above; provided, however, that in no event shall Landlord be responsible for moving Tenant’s files and other personal property unless the same are boxed (with protective packaging). Tenant agrees to use its best efforts to cooperate with Landlord in Landlord’s performance of Landlord’s Special Work and to not interfere with Landlord’s performance of Landlord’s Special Work. Tenant hereby acknowledges that Landlord’s performance of Landlord’s Special Work shall not be deemed a constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of Rent in connection therewith. If there shall be a delay or there are delays in the substantial completion of the Landlord’s Work in the Premises as a result of any acts or omissions of Tenant, or its agents, or employees then, notwithstanding anything to the contrary set forth in this Lease and regardless of the actual date of the substantial completion of the Landlord’s Work in the Premises, the date of substantial completion thereof shall be deemed to be the date that substantial completion would have occurred if no Tenant delay or delays, as set forth above, had occurred. Except as provided in this Article 8, Tenant hereby agrees that the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of the Landlord Parties have has made any representation representations or warranty of any kind whatsoever with respect to the Site, Premises or the Premises and/or the Building Project or with respect to the suitability of either for the conduct of Tenant’s business. business and Tenant acknowledges expressly warrants and agrees represents that Tenant is relying has relied solely upon Tenant’s on its own investigation and inspection of the Site, the Building Premises and the Premises, Project in its decision to enter into this Lease and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, let the Premises or in the Building, except above-described condition. The existing leasehold improvements in the Premises as specifically set forth in of the date of this Lease, including, without limitation, any representation or warranty as together with Landlord’s Work pursuant to the physical conditionfirst sentence of this Article 8, design or layout may be collectively referred to herein as the “Tenant Improvements.” The taking of possession of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants Premises by Tenant shall conclusively establish that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to the Project were at such time in satisfactory condition. Tenant (hereby waives subsection 1 of Section 1932 and after completion by Tenant Sections 1941 and 1942 of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction Civil Code of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, California or any portion thereof, into compliance with any successor provision of the laws or regulations described in the immediately preceding sentence applicable to the Buildinglaw.

Condition of Premises. 13.1 Other than as expressly stated Tenant shall notify Landlord in this Lease, Tenant acknowledges that neither Landlord nor any writing within sixty (60) days after the Substantial Completion of the Landlord Parties have made any representation or warranty Work of any kind whatsoever with respect defects in the Premises claimed by Tenant or in the materials or workmanship furnished by Landlord in completing the Landlord Work. Except for defects stated in such notice, Tenant shall be conclusively deemed to have accepted the Premises “AS IS” in the condition existing on the date Tenant first takes possession. Landlord shall proceed diligently to correct the defects stated in such notice unless Landlord disputes the existence of any such defects. In the event of any dispute as to the Siteexistence of any such defects, the Premises and/or decision of Landlord’s architect shall be final and binding on the Building parties. No agreement of Landlord to alter, remodel, decorate, clean or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, improve the Premises or the BuildingReal Property and no representation regarding the condition of the Premises or the Real Property has been made by or on behalf of Landlord to Tenant, except as may be specifically set forth stated in this LeaseLease or the Workletter. As of the Commencement Date, Landlord warrants and represents that, to Landlord’s actual knowledge (i) the Premises, Building and the Project will comply with all applicable Laws, (ii) the Premises will be in good and clean operating condition and repair, (iii) the electrical, mechanical, HVAC, plumbing, sewer, elevator and other systems serving the Premises and Building will be in good operating condition and repair, and (iv) the roof of the Building will be in good condition and water tight. Notwithstanding the foregoing, Landlord, upon the receipt of evidence reasonably satisfactory to Landlord, shall reimburse the costs and expenses (in an amount not to exceed $15,000) (the “Cabling Allowance”) incurred by Tenant to connect Tenant’s network serving the Premises with Tenant’s network serving the space that Tenant leases from Landlord’s Affiliate, located at 0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx. Landlord hereby authorizes Tenant to perform all work reasonably required by Tenant (including, without limitation, any representation or warranty as during the early access period set forth in Section 2.2(b) above, subject to the physical condition, design or layout of terms and conditions therein) to connect Tenant’s networks and grants Tenant reasonable rights to access and use the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems existing conduit serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the PRI Premises and Building (as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letterhereinafter defined) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seqfor such purpose.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than Tenant hereby acknowledges that the Premises are as expressly stated of the date hereof in good condition and are appropriate for its use and occupancy throughout the term of this Lease, and that Landlord shall have no obligation to perform any alterations or improvements thereto. Landlord shall, however, one time only, cause to be made to the Premises, at Landlord’s sole cost and expense, the following improvements (collectively, the “Landlord Improvements”): (a) cause to be made to the Premises the “turnkey” improvements set forth on the plans prepared by AP+I Design, dated September 9, 2020, copies of which are attached hereto as Exhibit B (the “Plans”), and (b) ensure the roof and all building systems and components (“Building Systems and Components”) are in good working condition and repair including doors and existing electrical, plumbing, fire sprinkler, security, lighting, water, gas, ceiling, and HVAC (as hereinafter defined) systems. Landlord shall pursue diligently and in good faith the completion of the Landlord Improvements. Promptly upon the commencement of the Landlord Improvements, Landlord shall furnish Tenant with a construction schedule setting forth the projected completion dates therefor and showing the deadlines for any actions required to be taken by Tenant during such construction, and Landlord may from time to time during construction of the Landlord Improvements modify such schedule. The Landlord Improvements shall be installed and constructed in accordance with the Plans and requirements of all applicable laws, and shall be done in a good workmanship like manner. Tenant shall have the right to request changes to the Plans, which shall be approved by Landlord in its reasonable discretion. The date Landlord actually delivers the Premises to Tenant with the Landlord Improvements substantially completed in accordance with the terms of this Lease shall be the “Delivery Date”. Except for the Landlord Improvements, Landlord shall have no obligation to provide or pay for any other improvements to the Premises. Tenant acknowledges that neither Landlord nor any of the Landlord Parties Landlord’s agent or employees (either past or present) have made any representation or warranty of any kind whatsoever with respect as to the Site, present or future suitability of the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant further acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Buildingthat, except as specifically set forth provided in this Lease, neither Landlord nor Landlord’s agents or employees (either past or present) have made any representation or warranty, and Landlord hereby disclaims any representation or warranty, as to the physical condition of the Premises or anything installed or contained therein (including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationsImprovements), including, but not limited to, any express or implied warranty of habitability, merchantability or fitness for a particular purpose. As used in this Lease, the phrase “substantial completion” shall mean when the Landlord Improvements have been completed except for items of work which can be completed after occupancy has been taken without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection causing undue interference with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion use of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements(i.e., shall be when the responsibility of Landlord and Landlord shall reimburse Tenant Improvements have been completed except for any such costs within “punchlist” items or similar corrective work). Within thirty (30) days following Tenant’s delivery the date of substantial completion of the Landlord Improvements, Tenant shall conduct a walk-through inspection of the Premises with Landlord and deliver to Landlord of a reasonably detailed invoice therefor provided that document setting forth any “punchlist” items. Landlord shall thereafter diligently complete such punchlist items within a reasonable period (not to exceed thirty (30) days) following the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions expiration of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingaforesaid thirty (30) day period.

Condition of Premises. 13.1 Other than as expressly stated Tenant shall notify Landlord in this Lease, Tenant acknowledges that neither Landlord nor any writing within three hundred thirty (330) days after the later of (a) the Date of Lease or (b) the date on which a certificate of occupancy or equivalent document is issued for the Shell Improvements and the core area of the Landlord Parties have made any representation or warranty Building of any kind whatsoever defects with respect to the Site, Shell Improvements in the Premises and/or or the Building core area of the Building. Notwithstanding the notice period in the immediately preceding sentence, if Tenant discovers or becomes aware of any latent defects with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, Shell Improvements in the Premises or the core area of the Building, except as specifically set forth in this LeaseTenant shall notify Landlord thereof within fifteen (15) business days after Tenant discovers or becomes aware of any such latent defect, and at Tenant’s request, Landlord will take any and all reasonable steps to enforce any rights (including, without limitation, any representation warranty rights or warranty as rights to bring a breach of contract claim) against Landlord’s contractors in order to cause any such latent defects to be promptly corrected. Except for defects stated in any such notice, and subject to Landlord’s agreements in the immediately preceding sentence, Tenant shall be conclusively deemed to have accepted the Premises “AS IS” in the condition existing on the date Tenant first takes possession and to have waived all claims relating to the physical condition, design or layout condition of the Site, the Building and the Premises. Notwithstanding Landlord shall proceed diligently to correct the foregoingdefects stated in such notice unless Landlord disputes the existence of any such defects. No agreement of Landlord to alter, Landlord expressly represents remodel, decorate, clean or improve the Premises, the Building, the Property or the Project and warrants that all Building Systems serving no representation regarding the Premises are, or will be as condition of the Lease Commencement DatePremises, in good working condition and the Premises and Building as delivered Building, the Property or the Project has been made by or on behalf of Landlord to Tenant (and after completion by Tenant of the Compliance Work Tenant, except as defined may be specifically stated in this Lease or in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than The Plans shall create no responsibility or liability on the part of Landlord for the completeness of such plans, or their design sufficiency, or compliance with Applicable Law. Landlord shall have no obligation to Tenant for defects in design, or materials of the Landlord Improvements. The Landlord Improvements shall be deemed substantially completed on the date on which Landlord delivers to Tenant (i) an occupancy permit (permanent or temporary) from the governmental agency responsible for issuing the same, and (ii) a certification from Landlord's architect or construction manager stating that the Premises are substantially complete and ready for occupancy, subject only to any remaining work on a "punchlist" thereafter to be completed by the Landlord's contractor which will not substantially adversely affect Tenant's ability to occupy and use the Premises (except for any specialty areas, e.g. the vivarium). Landlord warrants and represents that, as expressly stated of the Commencement Date, (i) the Landlord Improvements for the Phase I Premises shall have been constructed in accordance with the provisions of Plans in accordance with this Lease, Tenant acknowledges that neither Landlord nor any (ii) the Phase I Premises will be in good and clean operating condition and repair, (iii) the electrical, mechanical, HVAC, and other building systems serving the Phase I Premises will be in good condition and repair, and (iv) the roof of the Building will be in good condition and water tight; provided, however, as Tenant's sole remedy with regard to any violation of such warranty and representation, Landlord Parties have made shall promptly after receipt of the Punch List (as defined below), diligently proceed to remedy any representation or warranty of any kind whatsoever with respect to the Sitesuch punch list items. Except as specifically provided herein, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s businessTENANT HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONDITION AND USE OF THE PREMISES, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Tenant acknowledges and agrees agrees, that Tenant is relying solely upon Tenant’s own inspection by taking possession of the Site, the Building and the Premises, it acknowledges that it has inspected the Premises, that they are in good condition, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, that it accepts the Premises or the Building, except as specifically set forth in their then current condition subject only to a punchlist of non-compliance with this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by from Landlord to Tenant within sixty (and 60) days after completion by Tenant the Commencement Date ("PUNCH LIST"). Any provision of this Lease to the Compliance Work as defined in the Work Letter) contrary notwithstanding, Landlord shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will not be responsible for all work and costs incurred (whether in connection with Tenant’s construction any defects as a result of the design and/or engineering of the Plans. Landlord shall assign to Tenant Improvements pursuant any applicable warranties from Landlord's contractors with regard to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Landlord Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than Except as expressly stated in this Leaseset forth otherwise on Exhibit C attached hereto, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Landxxxx xxx no obligation under the Lease to make any improvements to or perform any work in the Current Premises or the Additional Premises, or provide any improvement allowance, and Tenaxx xxxepts the Current Premises and the Additional Premises in their current “AS IS” condition. Neither Landlord, nor anyone acting on Landlord’s behalf, has made any representation, warranty, estimation, or promise of any kind or nature whatsoever relating to the physical condition or suitability, including without limitation, the fitness for Tenant’s intended use, of the Additional Premises. Tenant acknowledges that the Leasehold Improvements (as defined in Exhibit C) will be completed while Tenant is relying solely upon Tenant’s own inspection of occupying the Site, the Building and the Current Premises, and may interfere with or disrupt Tenant’s business or otherwise inconvenience Tenant. Landxxxx’x xompletion of the Leasehold Improvements during Tenant’s occupancy of the Current Premises will not be considered a breach of Tenant’s rights under the Lease. Landlord will use commercially reasonable efforts to minimize any disruption or inconvenience to Tenant, provided Tenant is not relying on any representation or warranty from the will reasonably cooperate with Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as with respect to the physical conditionLeasehold Improvements, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, including without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), packing loose and all applicable codes relating to restroom facilities personal contents and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with moving Tenant’s construction of electronic equipment as reasonably directed by Landlord. Landlord will provide Tenant with a schedule for completing the Leasehold Improvements, after which Tenant Improvements pursuant will provide access to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Current Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of without Landlord having to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include provide any costs incurred by Landlord further notice to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingTenant.

Condition of Premises. 13.1 Other than as expressly stated in Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant acknowledges that neither Landlord nor any shall, subject to the provisions of Paragraph 21, quit and surrender possession of the Premises to Landlord Parties in good order and condition, reasonable wear and tear, damage caused by Casualty and Taking, and repairs which are specifically made the responsibility of Landlord hereunder excepted. Without limiting the generality of the foregoing, upon surrender of the Premises, Tenant shall, at Tenant’s sole cost and expense, have made any representation performed (or warranty of any kind whatsoever with respect caused to be performed) the Site, the Premises and/or the Building or with respect following to the suitability of either for the conduct Landlord’s reasonable satisfaction: (a) all of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this LeaseRepair Obligations pursuant to Paragraph 9.1 above, including, without limitation, any representation or warranty as to the physical condition, design or layout repair of all interior walls of the SitePremises, the Building if damaged, and the Premises. Notwithstanding the foregoing, Landlord expressly represents (b) all carpets shall be shampooed and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”)cleaned, and all applicable codes relating floors cleaned waxed; and Tenant shall have caused to restroom facilities and Landlord be performed, at LandlordTenant’s sole cost and expense, will all such Building Systems, including all HVAC equipment, to be responsible for all work audited (with a copy to Landlord), serviced and costs incurred (whether placed in connection with good order and condition by Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwiseHVAC Contractor (as defined in Paragraph 9.1(b) to bring the Premisesabove), into compliance with the ADA or Title 24 as enacted reasonable wear and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Lettertear, the costs incurred damage caused by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be Casualty and Taking and repairs which are specifically made the responsibility of Landlord hereunder excepted. If Tenant fails to surrender possession of the Premises to Landlord in accordance with this Paragraph 21.2, then, in addition to all of Landlord’s other rights and remedies, Landlord may, but need not, perform the required repairs, replacements and other work in and to the Premises, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Project) sufficient to reimburse Tenant Landlord for any all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement with such costs work, within thirty ten (3010) days following Tenant’s delivery to Landlord after receipt of a reasonably detailed an invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingtherefor.

Condition of Premises. 13.1 Other than as expressly stated in In connection with this LeaseAmendment, Tenant acknowledges that neither is accepting the Expansion Premises and Existing Premises in “as is” condition, and Landlord nor shall have no obligation to perform any work or construction to the Expansion Premises or the Existing Premises. Notwithstanding anything to the contrary contained herein, provided Tenant is not then in default of any of the terms, conditions, and covenants of the Lease, Landlord Parties have made shall contribute up to $409,660.00 ($20.00 per square foot of the rentable area of the Expansion Premises) (the “Tenant Improvement Allowance”) toward the cost of the work to the Expansion Premises to be performed by Tenant in connection with its occupancy of the Expansion Premises (“Tenant’s Expansion Work”), all such Tenant’s Expansion Work to be performed by Tenant in accordance with the terms and provisions of the Lease. Upon Tenant’s presentation to Landlord, no later than December 1, 2011, of customary documentation supporting the charges for completion of such Tenant’s Expansion Work, which documentation is of a scope and detail sufficient to satisfy a commercial construction lender operating in the market area in which the Building is located and which shall include copies of paid invoices from Tenant’s contractor and lien waivers, Landlord shall, not later than thirty (30) days after receiving Tenant’s supporting documentation, reimburse Tenant for the cost of the completed Tenant’s Expansion Work, up to the amount of the Tenant Improvement Allowance. Tenant shall not be entitled to a credit for any representation portion of the Tenant Improvement Allowance not used. In the event that the total cost of the Tenant’s Expansion Work exceeds the Tenant Improvement Allowance, Tenant shall be responsible for all such excess costs. All costs of the Tenant’s Expansion Work, shall be paid by Tenant promptly when due, and all costs in excess of the Tenant Improvement Allowance shall be paid by Tenant from Tenant’s own account. Before performing the Tenant’s Expansion Work, Tenant shall cause its architect to furnish to Landlord, for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or warranty delayed, space plans sufficient to convey the architectural design of the Expansion Premises, including, without limitation, the location of doors, partitions, electrical and telephone outlets, plumbing fixtures, heavy floor loads and other special requirements (collectively, the “Space Plan”). If Landlord shall disapprove of any kind whatsoever with respect portion of the Space Plan, Landlord shall advise Tenant of the reasons therefor within ten (10) business days of receipt of the Space Plan from Tenant and shall notify Tenant within such ten (10) business day period of the revisions to the SiteSpace Plan that are reasonably required by Landlord. Tenant shall within seven (7) business days submit to Landlord, for Landlord’s approval, a revised Space Plan, incorporating the revisions required by Landlord. Following final approval of the Space Plan, Tenant shall cause its architect to prepare complete plans and specifications based on the approved Space Plan (collectively, the Premises and/or “Plans and Specifications”). The Plans and Specifications shall (a) be compatible with the Building shell and with the design, construction and equipment of the Building; (b) comply with all Legal Requirements; (c) be consistent with the approved Space Plan, and (d) be in a form sufficient for the permitting and construction of the Tenant’s Expansion Work shown thereon. Following completion, the Plans and Specifications shall be submitted to Landlord for final approval, which shall not be unreasonably withheld, conditioned or delayed so long as the Plans and Specifications are consistent with respect the Space Plan. If Landlord shall disapprove of any portion of the Plans and Specifications, Landlord shall advise Tenant of the reasons therefor within ten (10) business days of receipt of the Plans and Specifications from Tenant and shall notify Tenant within such ten (10) business day period of the revisions to the suitability of either for the conduct of Tenant’s businessPlans and Specifications that are reasonably required by Landlord. Tenant shall within seven (7) business days submit to Landlord, for Landlord’s approval, revised Plans and Specifications incorporating the revisions required by Landlord. Tenant further acknowledges and agrees that Tenant is relying solely upon all Tenant’s own inspection Expansion Work shall be performed in accordance with the requirements of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout Section 3.4 of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seqLease.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither Landlord nor any has made no representations respecting the condition of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease. Landlord represents to Tenant that on the Effective Date, including(i) the existing restrooms at the Premises and the path of travel requirements for the Building to and from the Premises are in compliance with ADA Requirements, without limitationand (ii) the Premises (including the systems servicing the Premises) are in good working order and repair. In the event of any breach of any of the foregoing warranty, as Tenant’s sole remedy, Landlord shall promptly rectify the same at its sole cost and expense. The foregoing warranty by Landlord is only effective prior to the commencement of any representation Tenant Improvement Work and Tenant shall have the sole obligation regarding ADA Requirements compliance respecting the Premises and Building due to the Tenant Improvement Work, subject to Landlord’s payment to Tenant of up to a maximum of Twenty-Five Thousand Dollars ($25,000) in addition to Tenant Improvement Allowance (as hereinafter defined), if and only if, additional ADA compliance work is required by the City and County of San Francisco to the existing restrooms at the Premises, or warranty path of travel requirements for the Building to and from the Premises, due to the Tenant Improvement Work. Tenant shall use its best efforts to avoid triggering additional ADA compliance work to the existing bathrooms at the Premises or related path of travel requirements for the Building due to its Tenant Improvement Work. For avoidance of doubt, Tenant shall have no right to re-measure the Rentable Area of the Premises, which is stated in Section 1, for the purpose of recalculating the Base Rent and Tenant’s Percentage Share. Tenant acknowledges and agrees that Tenant has fully satisfied itself as to the physical condition, design or layout of the Site, the Building and the Premisessuch calculations. Notwithstanding Subject to the foregoing, Landlord expressly represents and warrants that all Building Systems serving shall deliver the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (broom clean and after completion free of debris and otherwise in its “AS-IS” condition, which is hereby approved by Tenant. Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be is responsible for the installation and maintenance of all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring Cable serving the Premises, into compliance with the ADA and any other desired improvements, subject to Section 8 (Alterations) and Exhibit B, and Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate, or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of paint the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereofpart of them, into compliance with any other than Landlord’s obligations of the laws or regulations described in the immediately preceding sentence applicable maintenance and repair pursuant to the Buildingthis Lease.

Condition of Premises. 13.1 Other than as expressly stated in Upon the expiration or earlier termination of this Lease, Tenant acknowledges that neither Landlord nor any shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the SiteLease Term, the Premises and/or the Building or with respect to the suitability of either except for the conduct of Tenant’s business. Tenant acknowledges ordinary wear and agrees tear that Tenant is relying solely upon not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the building of which the Premises are a part to Landlord. Upon Tenant’s own inspection 's vacation of the Site, the Building and the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord's consent) that Landlord may require Tenant is to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant's expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are not relying on any representation or warranty from the Landlord regarding the Sitelimited to, the Premises or the Buildingfollowing: capping all plumbing, except as specifically set forth capping all electrical wiring, repairing all holes in this Leasewalls, includingrestoring damaged floor and/or ceiling tiles, without limitation, any representation or warranty as to the physical condition, design or layout and thorough cleaning of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants If Tenant fails to remove any items that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered Tenant has an obligation to remove under this Section when required by Landlord within ten (10) business days of Tenant's receipt of Landlord's request to Tenant (and after completion by Tenant dispose of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationssaid property, includingsuch items shall, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense's option, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of become the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility property of Landlord and Landlord shall reimburse have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Landlord's retention or disposition of such costs within thirty (30) days following Tenant’s delivery to Landlord Alterations of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse personal property. Tenant shall be as more particularly governed by the provisions liable to Landlord for Landlord's costs of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Buildingremoving, or any portion thereof, into compliance with any storing and disposing of the laws or regulations described in the immediately preceding sentence applicable to the Buildingsuch items.

Condition of Premises. 13.1 Other than as expressly stated The Premises shall be delivered to Tenant on the Commencement Date broom clean, free of the prior occupant, InfraReDx, and in this Lease, “as-is” condition. Tenant acknowledges and agrees that neither Landlord nor any of the Landlord Parties Landlord’s agents have made any representation representations or warranty of any kind whatsoever warranties with respect to the SitePremises, and Landlord has no obligation to perform any work, or make any alterations, additions or improvements to the Premises to prepare the Premises for Tenant’s use and occupancy, except that Landlord shall cause to be performed, at Landlord’s expense, certain upgrades to the Premises as described in Exhibit C attached hereto and incorporated herein and substantially in accordance with Exhibit C-1 (“Interior Upgrade Work”). Additionally, Landlord, at its expense, shall (a) upgrade the façade at the east side of the Building, substantially in accordance with the rendering attached hereto as Exhibit C-2 and (b) replace the existing windows on the North and South sides of the Building with new windows (a one-for-one swap) (all such work being the “Exterior Building Upgrades”). Landlord is required to make certain interior structural upgrades to the Building, including the addition of associated bracings and footings, as part of the Exterior Building Upgrades. In connection with this structural work, Landlord shall have the right to change the layout of the Premises and perform demolition work to the interior of the Premises as appropriate based on recommendations of Landlord’s engineers and contractors. In that event, Landlord shall, at its sole expense, make all necessary repairs to the Premises following the demolition work to deliver the Premises in good and functional condition. The Interior Upgrade Work and the Exterior Building Upgrades are collectively referred to herein as “Landlord’s Work.” Landlord’s Work shall be performed, at Landlord’s expense, in good and workmanlike manner, using building standard materials and in accordance with building standards. Landlord shall be solely responsible for obtaining all licenses and permits necessary in connection with Landlord’s Work. Tenant’s occupancy of any part of the Premises shall be conclusive evidence, that Tenant has accepted possession of the Premises in its then current condition, and that at the time such possession was taken, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges were in a good and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except satisfactory condition as specifically set forth in required by this Lease, including, without limitation, any representation or warranty as . Landlord shall use diligence to cause the physical condition, design or layout of Landlord’s Work to be Substantially Completed by the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Anticipated Delivery Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject subject to the provisions of the Work LetterSection 10.5 hereof, the costs incurred by Tenant to bring and any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed delays caused by the provisions action or inaction of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingTenant.

Condition of Premises. 13.1 Other than as expressly stated in this LeaseNo agreement of Landlord to alter, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation remodel, decorate, clean or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, improve the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any Building and no representation or warranty as to regarding the physical condition, design or layout condition of the Site, Premises or the Building and or regarding any other matter of any kind or nature has been made by or on behalf of Landlord to Tenant under or by reason of this First Amendment, except that Landlord agrees to provide Tenant with a tenant improvement allowance (the Premises. Notwithstanding "Allowance") to reimburse Tenant for the foregoingactual documented, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and out-of-pocket costs hereafter paid by Tenant for permanent leasehold improvements to the Premises and Building as delivered by Landlord to Tenant (for furniture moving costs to, from and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring within the Premises, into compliance with but in no event shall the ADA or Title 24 as enacted and in effect as Allowance exceed $139,205 (i.e. $5.00 per rentable square foot of the Lease Commencement DatePremises). Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, The Allowance shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any disbursed in no more than three (3) installments to Tenant, each such costs installment to be paid within thirty (30) days following Tenant’s delivery to Landlord after Landlord's receipt of a reasonably detailed invoice written draw request therefor provided that from Tenant, together with interim or final lien waivers (as appropriate), owner (tenant) affidavits and sworn contractor statements, from Tenant and from all contractors, subcontractors and suppliers performing lienable work or services to the obligation Premises in connection with such draw request and which evidence the completion of Landlord all work and/or services for which Tenant seeks reimbursement from the Allowance. Notwithstanding anything herein to reimburse the contrary, with respect to any work being performed by Landlord, its agent or contractors: (a) Tenant shall not be required to comply with the requirements of Article 10 of the Lease; and (b) Tenant shall not be required to obtain the lien waivers and/or affidavits and statements referred to above. Any portion of the Allowance not properly drawn by Tenant on or before February 1, 2001 shall be deemed waived by Tenant and shall not be paid to Tenant or credited against Rent. All work to be performed in or to the Premises by or on behalf of Tenant shall be as more particularly governed by the provisions performed in accordance with Article 10 of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord Lease, as amended pursuant to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingParagraph 10(f) below.

Condition of Premises. 13.1 Other than Landlord represents and warrants that it shall deliver the Premises to Tenant in broom-clean condition and free of debris, with all existing Building fire and life safety, plumbing, electrical and HVAC systems (collectively, “Operating Systems”) in good operating condition and repair, and free of latent and structural defects and with the roof and windows free from leaks. If any of such Operating Systems fail during the applicable warranty period specified below or if the roof leaks during the applicable warranty period specified below, as expressly stated Tenant’s sole remedy for Landlord’s breach of this warranty, Landlord shall, as Landlord’s sole obligation, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such failure, repair same at Landlord’s expense (and without inclusion as a Operating Expense); provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the negligent acts or omissions of Tenant and/or any of Tenant’s Parties, or otherwise caused by Tenant or any of Tenant’s Parties, or any misuse of any Operating System or alteration performed by Tenant or any Tenant Party. The warranty period for the Operating Systems shall be thirty (30) days after delivery of the Premises to Tenant, and the warranty period for the roof shall expire as of December 31, 2010. If Tenant does not give Landlord the required notice within said warranty period, correction of any such failure shall be the responsibility of Tenant as required in this Lease, . Tenant acknowledges that that, except as otherwise expressly set forth in this Lease and the Work Letter neither Landlord nor any agent of the Landlord Parties have has made any representation or warranty of any kind whatsoever with respect to the SitePremises, the Premises and/or Building or the Building Property or their condition, or with respect to the suitability of either thereof for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, shall accept the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premisesits then as-is condition on delivery by Landlord. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will not be responsible for all work and costs incurred (whether in connection with construction of any of Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the PremisesInitial Alterations, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred which shall be constructed by Tenant to bring any portion of the Premises into compliance in accordance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingExhibit H attached hereto.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letterimmediately following paragraph, Tenant shall notify Landlord in writing within sixty (60) days of the costs incurred by date Tenant to bring any portion takes possession of the Premises into compliance with of any defects in the Premises claimed by Tenant. Except for defects stated in such 60-day notice and Latent Defects (defined below) of which Tenant gives Landlord notice within eighteen (18) months after Tenant takes possession of the Premises, Tenant shall be conclusively deemed to have accepted the Premises “AS IS” in the condition existing on the date Tenant first takes possession, and to have waived all claims relating to the condition of the Premises. Landlord shall proceed diligently to correct the defects stated in such notice unless Landlord disputes the existence of any such laws in connection with Tenantdefects. In the event of any dispute as to the existence of any such defects, the decision of Landlord’s construction of Tenant Improvements, architect shall be final and binding on the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation parties. No agreement of Landlord to reimburse Tenant shall alter, remodel, decorate, clean or improve the Premises or the Building and no representation regarding the condition of the Premises or the Building has been made by or on behalf of Landlord to Tenant, except as may be as more particularly governed by the provisions of specifically stated in this Lease or in the Work Letter. Common Area Operating Expenses will For purposes of this Lease, “Latent Defects” shall mean defects which were not include any costs incurred by readily apparent when the sixty (60) day notice was due. No agreement of Landlord to bring alter, remodel, decorate, clean or improve the Building, Premises or any portion thereof, into compliance with any the Real Property and no representation regarding the condition of the laws Premises or regulations described the Real Property has been made by or on behalf of Landlord to Tenant, except as may be specifically stated in this Lease or in the immediately preceding sentence applicable to the BuildingWorkletter.

Condition of Premises. 13.1 Other than The Current Premises and the First Floor Premises have been delivered to Tenant and Tenant accepts occupancy thereof in their current “as expressly stated is”, “where is” condition, subject only to Landlord’s maintenance, repair and any other obligations set forth in this Lease. Landlord shall deliver the Fifth Floor Premises (and if Tenant elects to have Landlord construct the Tenant Improvements in the Sixth Floor Premises as provided above, the Sixth Floor Premises) with the Tenant Improvements completed in a good and workmanlike manner, in compliance with all Laws, and otherwise subject to the terms and conditions of the Landlord-Managed Work Letter. If Tenant elects to manage the Tenant Improvements in the Sixth Floor Premises, then Landlord shall deliver the Sixth Floor Premises to Tenant in “as is”, “where is”, broom-clean and vacant condition. Notwithstanding the foregoing, in all events Tenant’s occupancy of any part of the Premises shall be subject to latent defects identified by Tenant to Landlord in writing within one (1) year of the Commencement Date or the Sixth Floor Premises Commencement Date, as applicable, and in accordance with and subject to any provisions of the Lease pertaining to Hazardous Materials and in substantial compliance with all building codes and ordinances applicable to the use and occupancy of the Fifth Floor Premises and the Sixth Floor Premises and with all currently installed HVAC, electric, lighting and plumbing installations located therein all being in good and proper working condition as would commonly be expected for a modern Class A suburban office building in Denver, Colorado (the “Landlord’s Work”) with the cost of same being at the sole cost and expense of Landlord, without any of such costs being part of the Operating Expenses, charged to Tenant, or being deducted from any applicable Allowance, and also subject to Landlord’s maintenance, repair and any other obligations set forth in this Lease. Landlord’s Work shall be completed on or before the Commencement Date or, as applicable, the Sixth Floor Premises Commencement Date and shall include, without limitation, the following: the Building structural systems, roof system, plumbing systems (including, without limitation, all connections and distribution of plumbing to internal appliances), unless modified as part of Tenant’s Work (hereinafter defined), window systems, window covering, elevator systems, restrooms; the base building HVAC mechanical systems (including, without limitation, all connections and distribution to or of HVAC internal appliances), unless modified as part of the Tenant’s Work; and the base building electrical systems (to include all connections and distribution of electricity to the Premises), unless unreasonably modified as part of the Tenant’s Work. Notwithstanding the foregoing, nothing herein shall be construed to mean that Landlord shall be prevented from performing normal maintenance and repairs following the Commencement Date or Sixth Floor Premises Commencement Date, as applicable, and passing the documented, out-of-pocket cost of same through to Tenant as part of normal Operating Expenses, to the extent that such expenses would otherwise be includable as a part of Operating Expenses hereunder. If a non-compliance with such warranty exists for the Fifth Floor Premises as of the Commencement Date or for the Sixth Floor Premises as of the Sixth Floor Premises Commencement Date, or if one of such operating systems or elements should malfunction or fail within the warranty period below, as Tenant’s sole remedy for Landlord’s breach of this warranty, Landlord shall, as Landlord’s sole obligation, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, repair same at Landlord’s expense; provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the acts or omissions of Tenant and/or any of Tenant’s Parties. The warranty period shall be the longer of nine (9) Months after delivery of the Fifth Floor Premises or the Sixth Floor Premises, respectively, to Tenant, including any Early Occupancy under Section 4.4 below or such longer warranty period(s) as Landlord may have from any contractors or other third parties. If Tenant does not give Landlord the required notice within said warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Tenant at Tenant’s sole cost and expense, unless such repair would otherwise be an obligation of Landlord hereunder. Tenant acknowledges that that, except as otherwise expressly set forth in this Lease and the Work Letter, if any, (i) neither Landlord nor any agent of the Landlord Parties have has made any representation or warranty of any kind whatsoever with respect to the SitePremises, the Premises and/or Building or the Building Property or their condition, or with respect to the suitability of either thereof for the conduct of Tenant’s business. , and Tenant acknowledges shall accept the Premises in its then as-is condition on delivery by Landlord, and agrees that Tenant is relying solely upon Tenant’s own inspection (ii) the acceptance of possession of the SitePremises by Tenant shall establish that the Premises, the Building and the PremisesProperty were at such time complete and in good, sanitary and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working satisfactory condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply repair with all applicable laws and regulationswork required to be performed by Landlord, includingif any, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter completed and without any obligation on Landlord’s part to make any further alterations, upgrades or otherwise) improvements thereto, subject only to bring completion of minor punch-list items identified by the Premisesparties to be corrected by Landlord, into compliance with the ADA or Title 24 if any, as enacted and provided in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than as expressly stated in this LeaseLandlord warrants and covenants to Tenant that, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Term Commencement Date: (a) the Building Shell shall be constructed in accordance with Landlord's Plans, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements modified pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions terms of the Work Letter; (b) the electrical, plumbing or mechanical systems in the Building ("Building Systems") shall be new, properly installed and in good working order; (c) to Landlord's actual knowledge, the costs incurred Building Shell shall comply with the American's with Disabilities Act, except for such noncompliance as shall not have a material adverse effect on Tenant's rights or obligations under this Lease or Tenant's ability to use the Premises; and (d) to Landlord's actual knowledge, there shall be no Hazardous Substances located in, on or about the Building or the Premises, except for such Hazardous Substances brought on the Premises or Project by Tenant pursuant to bring any portion the provision of the Premises into compliance with any such laws in connection with Tenant’s construction of Article 14 . Tenant Improvements, shall be the responsibility of notify Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to after Tenant becomes aware of any breach of the foregoing warranty and covenant; provided, however, Tenant shall have no recourse against Landlord for any breach of the foregoing warranty and covenant that could have been discovered by a visual inspection of the Premises and the public spaces located within the Building unless Tenant notifies Landlord of a reasonably detailed invoice therefor provided that such breach within thirty (30) days after the obligation Lease Commencement Date. With respect to the covenants and warranties in this Section 1.07, Landlord shall repair or replace the defective elements of the Building Shell or Building Systems at its own cost and not as an Operating Expense within thirty (30) days after Landlord receives notice of such defect from Tenant; provided, however, if by the nature of such correction more than thirty (30) days is required to reimburse effect such correction, Landlord shall not be in default hereunder if such correction is commenced within such thirty (30) days period and is diligently pursued to completion. So long as Landlord satisfies the covenant set forth in the preceding sentence, Tenant shall be as more particularly governed by have no other remedy for the provisions failure of the Work Lettercovenants and warranties set forth in this Section 1.07. Common Area Operating Expenses will not include any costs incurred by Except as otherwise set forth in this Section 1.07, Landlord to bring makes no representations and warranties regarding the Building, or any portion thereof, into compliance with any condition of the laws or regulations described improvements in the immediately preceding sentence applicable Premises or their fitness for Tenant's intended use. Landlord shall have no obligation to make any other improvements to the BuildingPremises and, to the maximum extent permitted by law, Tenant hereby agrees to accept the Premises in their "as-is" condition.

Condition of Premises. 13.1 If Landlord has agreed to construct any Tenant Improvements, within thirty (30) 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 by Landlord. Other than as expressly stated the items specified in this Leasethe punch-list, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. The punch-list to be prepared by Tenant shall not include any damage to the Premises caused by Tenant's move-in, which damage shall be repaired or corrected by Tenant, at its expense. Tenant acknowledges that except as expressly set forth in this Paragraph 10, neither Landlord nor any of the Landlord Parties its Agents have made any representation representations or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect warranties as to the suitability or fitness of either the Premises for the conduct of Tenant’s business's business or for any other purpose, nor has Landlord or its Agents agreed to undertake any Alterations or construct any Tenant Improvements to the Premises except as expressly provided in this Lease. If Tenant acknowledges and agrees fails to submit a punch-list to Landlord within such thirty (30) day period, it shall be deemed that there are no items needing additional work or repair. Landlord shall cause all reasonable punch-list items to be completed within thirty (30) days after the punch-list has been submitted to Landlord by Tenant, or as soon as practical xxxxxafter. Upon completion of such punch-list items, Tenant is relying solely upon shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within seven (7) days of completion, such items shall be deemed approved by Tenant’s own inspection . On the commencement of the Siteterm hereof, Landlord shall deliver the Building Premises to Tenant free of debris and the Premisesin good working order, condition, and repair. Landlord represents and warrants to Tenant is not relying that on any representation or warranty from the Landlord regarding commencement of the Siteterm hereof, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, and any representation or warranty as tenant improvements to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered constructed by Landlord to Tenant (a) shall be free from material structural defects, and after completion by Tenant of the Compliance Work as defined in the Work Letter(b) shall comply with all applicable laws covenants and restrictions of record, statutes,'ordinances, codes, rules, regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”)orders, and all applicable codes relating to restroom facilities and Landlord requirements. In the event of any breach of the foregoing warranties, Landlords shall promptly rectify such breach at Landlord’s 's sole cost and expense, will be responsible for all work . Landlord further represents and costs incurred (whether in connection with Tenant’s construction warrants to Tenant that as of the Tenant Improvements pursuant date of this Lease, to the Work Letter or otherwise) to bring best of Landlord's knowledge, the Premises, into compliance with including the ADA underlying soil and ground water, are free from contamination by any Toxic Materials. As used herein, "to the best of Landlord's acknowledge" shall mean to the current actual knowledge of Landlord, no duty being imposed upon Landlord to undertake any inspection or Title 24 as enacted and in effect as investigation of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion physical condition of the Premises into compliance with or the Property. Tenant acknowledges that Landlord has not conducted any testing of the Premises (including the underlying soil and ground water) to determine whether there is any contamination of the Premises by Toxic Materials, and that Landlord's representation and warranty is based solely on Landlord's current, actual knowledge. Landlord shall protect, indemnify, defend and hold Tenant harmless from and against any and all liability, loss, suits, claims, actions, costs and expenses, including attorneys' fees and costs arising from any contamination of the Premises (including the underlying land and ground water) by any Toxic Materials, except to the extent that any such laws in connection with contamination was caused or contributed to by Tenant’s construction , its agents, employees, contractors, invitees or subtenants. For the purposes of Tenant Improvementsthis paragraph, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building."

Condition of Premises. 13.1 Other than as expressly stated in Tenant agrees that Tenant is familiar with the condition of both the Premises and the Property, and Tenant hereby accepts the foregoing on an “AS-IS,” “WHERE-IS” basis, subject to Landlord’s obligation to deliver the Premises to Tenant on the Commencement Date broom clean, and free and clear of all occupants, debris and personal property except the personal property described on Exhibit C (the “Transferred Personal Property”), and further subject to Landlord’s obligation to perform the work described on Exhibit D attached hereto and incorporated herein by reference (“Landlord’s Work”). In consideration of Tenant’s entry into this LeaseLease and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord does hereby sell, assign, transfer, quit claim and set over unto Tenant acknowledges the Transferred Personal Property. Landlord covenants to and with Tenant, to the best of its knowledge, that neither (i) Landlord nor is the lawful owner of the Transferred Personal Property and (ii) the Transferred Personal Property is free from liens, security interests and encumbrances except with respect to any of the foregoing held by the current Landlord’s Mortgagee. For purposes of the foregoing covenant, “to the best of its knowledge” means the knowledge of Xxxxxx Xxxxxxxxxxxx, the regional real estate director for Welsh Companies, an affiliate of Landlord, without duty of inquiry. Landlord Parties have made any representation or makes no warranty of any kind whatsoever merchantability or fitness for purpose with respect to the SiteTransferred Personal Property, and the same is transferred in an “as is, where is” condition, with all faults. By acceptance of delivery of the Transferred Personal Property, Tenant affirms that Landlord makes no warranty that the Transferred Personal Property is fit for any particular purpose and that there are no representations or warranties, expressed, implied, or statutory. Landlord’s Work shall be, except as expressly set forth on said Exhibit D: (i) diligently prosecuted as soon as commercially reasonable subsequent to the Commencement Date, (ii) performed using Building standard materials and methods, and (iii) at the sole cost and expense of Landlord. Tenant acknowledges that the Landlord’s Work may be performed by Landlord in the Premises and/or the Building or with respect during normal business hours subsequent to the suitability of either for Commencement Date. Landlord and Tenant agree to cooperate with each other in order to enable the conduct Landlord’s Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant’s businessbusiness as is reasonably possible. Notwithstanding anything herein to the contrary, any delay in the completion of the Landlord’s Work or inconvenience suffered by Tenant during the performance of the Landlord’s Work in accordance with the terms set forth above shall not subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the Lease; provided, however, that Tenant shall be provided a so-called self help right in accordance with the provisions of Section 8.1(i) below. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically expressly set forth in this LeaseLease neither Landlord nor Landlord’s agent, nor any representative of Landlord, has made any representation as to the condition of the foregoing or the suitability of the foregoing for Tenant’s intended use. Landlord represents that it has not received any notices (that have not been corrected) from governmental authorities that any of the Premises, Building or Property is in violation of any Laws, including, without limitation, any representation or warranty as to the physical condition, design or layout Title III of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (the “ADA”). Further, Landlord represents that the base Building core, Building shell and all surrounding site work comply with applicable codes relating to restroom facilities zoning and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant municipal building codes. Said warranties do not apply to the Work Letter or otherwise) use to bring which Tenant will put the Premises, into compliance with modifications which may be required by the ADA ADA, Environmental Laws or Title 24 any similar Laws as enacted a result of Tenant’s use, or to any Alterations (as defined in Paragraph 8.2 below) made or to be made by Tenant. Tenant is responsible for determining whether or not the zoning, ADA, Environmental Laws (collectively, the “Applicable Requirements”) are appropriate for Tenant’s intended use, and in effect as acknowledges that past uses of the Lease Commencement DatePremises may no longer be allowed. Subject to If the provisions Premises do not comply with said warranties, Landlord shall, except as otherwise provided, promptly after receipt of written notice from Tenant setting forth with specificity the Work Letternature and extent of such non-compliance, rectify the costs same and Landlord shall indemnify Tenant for any costs, claims, damage or expense incurred by Tenant to bring any portion as a result of the Premises into compliance with any inaccuracy of such laws in connection with warranties. Landlord will sign Commercially Reasonable Instrument(s) (including without limitation a so-called owner’s affidavit) requested by Tenant’s construction of Tenant Improvements, shall be title company with respect to the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord issuance of a reasonably detailed invoice therefor provided that the obligation of Landlord leasehold title insurance policy to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildinginsuring this Lease.

Condition of Premises. 13.1 Other than as expressly stated in Upon the expiration or earlier termination of this Lease, Tenant acknowledges that neither Landlord nor any shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the SiteLease Term, the Premises and/or the Building or with respect to the suitability of either except for the conduct of Tenant’s business. Tenant acknowledges ordinary wear and agrees tear that Tenant is relying solely upon Tenant’s own inspection not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Site, Premises and the Building and to Landlord. Upon Xxxxxx’s vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property , and, at Landlord’s option, shall remove any Alterations (whether or not made with Landlord’s consent) that Landlord may require Tenant is to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are not relying on any representation or warranty from the Landlord regarding the Sitelimited to, the Premises or the Buildingfollowing: capping all plumbing, except as specifically set forth capping all electrical wiring, repairing all holes in this Leasewalls, includingrestoring damaged floor and/or ceiling tiles, without limitation, any representation or warranty as to the physical condition, design or layout and thorough cleaning of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants If Tenant fails to remove any items that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered Tenant has an obligation to remove under this Section when required by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationsor otherwise, includingsuch items shall, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expenseoption, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of become the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility property of Landlord and Landlord shall reimburse have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Xxxxxxxx’s retention or disposition of such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Alterations or personal property. Tenant shall be as more particularly governed by the provisions liable to Landlord for Landlord’s costs of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Buildingremoving, or any portion thereof, into compliance with any storing and disposing of the laws or regulations described in the immediately preceding sentence applicable to the Buildingsuch items.

Condition of Premises. 13.1 Other than as expressly stated in this LeaseLandlord shall deliver to Tenant a copy of each final Exit Survey submitted by JCVI pursuant to the Assignment Agreement ("JCVI Exit Survey") upon Landlord's receipt, Tenant acknowledges that neither Landlord nor without any of the Landlord Parties have made representation or warranty, express or implied, including but not limited to any representation or warranty regarding the accuracy or completeness of any kind whatsoever with respect the JCVI Exit Survey. The delivery of such JCVI Exit Survey shall not be deemed to be a representation or warranty regarding the Sitephysical or environmental condition of the Premises. On the Revised Term Commencement Date, Landlord shall deliver possession of the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s businessTenant in broom clean condition. Tenant acknowledges and that (a) except as expressly provided in this Second Amendment or the Lease, Tenant agrees that Tenant is relying solely upon Tenant’s own inspection to take the Premises in its condition "as is" as of the Sitefirst day of the Revised Term, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant's continued occupancy for the Revised Term or to pay for any improvements to the Premises, except as expressly provided in this Second Amendment or the Lease. Tenant's taking of possession of the Premises on the Revised Term Commencement Date shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building, the Building systems and the PremisesProject were at such time in good, sanitary and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building satisfactory condition and the Premisesrepair. Notwithstanding the foregoing, Landlord expressly represents and warrants at any time during the first twenty-four (24) months of the Revised Term (the "Warranty Period"), if any standard HVAC units (but specifically excluding any specialized HVAC units added by Tenant, such as those units that all Building Systems may be required for manufacturing) serving the Premises are, or will shall fail to be as of the Lease Commencement Date, in good working condition order, then Tenant may deliver written notice to Landlord describing in reasonable detail such failure, and Landlord will perform the Premises work necessary to put the HVAC unit in good working order with reasonable promptness and Building at Landlord's sole cost as delivered Tenant's sole remedy for any such failure (and Tenant shall not be entitled to damages or any other remedy as a result of such failure, except as provided in Section 16.2 of the Lease); provided, however, that Landlord's obligations pursuant to the foregoing shall be limited to necessary repairs and/or replacements, as determined by Landlord in its reasonable discretion, and Tenant shall remain responsible for the standard preventative maintenance and upkeep of such HVAC units in the ordinary course. During the Warranty Period, all costs which are the obligation of Landlord pursuant to this Section 9 shall be borne solely by Landlord and not included as Operating Expenses, provided Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letternot Landlord) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs costs, in whole or in part, that are incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject extent attributable to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction negligence or willful misconduct of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereofof its employees, into compliance with any of the laws contractors or regulations described in the immediately preceding sentence applicable to the Buildingsubcontractors.

Condition of Premises. 13.1 Other than AS-IS". Subject to the performance by Landlord of its obligations to perform (or cause to be performed) the Tenant Improvements and, except as expressly stated in this Leaseprovided to the contrary, as Tenant hereby agrees that the Premises shall be taken "as is", "with all faults", without any representations or warranties, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Building or the suitability of same for Tenant's purposes. Except as expressly provided herein to the contrary, Tenant acknowledges that neither Landlord nor any agent nor any employee of the Landlord Parties have has made any representation representations or warranty of any kind whatsoever with respect to the Site, the Premises and/or or the Building or with respect to the suitability of either for the conduct of Tenant’s 's business. , and Tenant acknowledges expressly warrants and agrees represents that Tenant is relying has relied solely upon Tenant’s on its own investigation and inspection of the Site, Premises and the Building in its decision to enter into this Lease and let the Premises in an "as is" condition. The commencement of business in the Premises by Tenant shall conclusively establish that the Premises and the Premises, and Tenant is not relying on any representation Building (or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth such portion thereof occupied by Tenant) were at such time in this Lease, including, without limitation, any representation or warranty as to the physical satisfactory condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents hereby assigns to Tenant, on a non-exclusive basis, to the extent assignable, all warranties and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes guaranties relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s the construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the PremisesBuilding, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse use commercially reasonable efforts to assist Tenant, at no cost or expense to Landlord, with Tenant's enforcement of any warranties or guaranties that have been assigned to Tenant. Landlord shall use its commercially reasonable efforts to obtain at least a one year warranty from the general contractor constructing the Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingImprovements.

Condition of Premises. 13.1 Other than (a) Tenant accepts Suite 400 in its “AS IS”, “WHERE IS”, “WITH ALL FAULTS” condition except that Landlord shall: (i) provide Tenant with the Improvement Allowance (as expressly stated in this Leasemodified below); (ii) provide Tenant with the Restroom Improvement Allowance (as modified below); (iii) perform any and all such additional repairs, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation maintenance, or warranty of any kind whatsoever with respect replacements, if any, necessary to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, cause the Building and the PremisesBuilding’s structural, roof, electrical, mechanical, plumbing, and Tenant fire and life safety systems to be in good and proper working order and in full compliance with all applicable Laws as of the Suite 400 Delivery Date or, so long as Tenant’s legal occupancy of Suite 400 for the Permitted Use is not relying on any representation delayed, then in a timely manner (“Landlord’s Suite 400 Warranty Work”); and (iv) reimburse Tenant upon thirty (30) days’ invoice (together with reasonable supporting documentation and lien waivers) for costs incurred by Tenant in correcting and/or addressing material unexpected deficiencies related to Landlord’s Suite 400 Warranty Work in the Building and Premises discovered by Tenant in the planning and performance of the Leasehold Improvements in Suite 400, and in all cases for additional costs incurred by Tenant with respect to demolition, remediation, and disposal of Hazardous Materials located within the Building or warranty from Premises during completion of the Landlord regarding the Site, the Premises or the Building, except as specifically set forth Leasehold Improvements in this LeaseSuite 400, including, without limitationbut not limited to, any representation or warranty asbestos containing materials such as to the physical condition, design or layout of the Site, the Building floor tile and the Premisesmastic. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving with respect to the Premises are, or will be as removal of asbestos containing materials by Tenant during completion of the Lease Commencement DateLeasehold Improvements in Suite 400, in good working condition Landlord and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with split equally all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant relating to bring any portion the demolition, remediation and disposal of asbestos containing materials located within the Building or Premises during completion of the Premises into compliance with any Leasehold Improvements in Suite 400, provided if the total costs exceed $600,000 per floor (such laws in connection with that Tenant’s construction share of Tenant Improvementssuch costs would exceed $300,000 per floor), shall be the responsibility of Landlord and Landlord shall in addition to Landlord’s obligation to reimburse Tenant for any the first $300,000 of such costs within thirty per floor (30) days following as Landlord’s 50% share of such costs), Landlord shall also pay 100% of any costs in excess of $600,000 per floor. Except to the extent expressly set forth otherwise in this Amendment, neither Landlord, nor anyone acting on Landlord’s behalf, has made any representation, warranty, estimation, or promise of any kind or nature whatsoever relating to the physical condition of the Building or the land under the Building or suitability, including without limitation, the fitness of Suite 400 for Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingintended use.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, The Tenant acknowledges that neither the said property is in good condition. If there is anything about the condition of the property that is not good, they agree to report it to Landlord nor within 3 days of taking possession of the property. They agree that failure to file any written notice of defects will be legally binding proof that the property is in good condition at the time of occupancy. Inventory and Inspection Record An Inventory and Inspection Record has been provided for the Tenant's use. Only after this has been filled out (within the three-day time limit) will the Landlord take any action to complete the necessary repairs. Landlord warrants that all major systems will be functional and in good repair at time of possession. Light switches, wall plugs, doors, windows, faucets, drains, locks, toilets, sinks, heater, etc., will either be in working order or will be repaired once Tenant has completed the Inspection and Inventory Record. Tenant is encouraged to report any necessary repairs, no matter how slight, in writing, but they are hereby advised the Landlord does not normally repair or replace nonfunctional items such as paint, carpets, etc., every time a property changes possession. Those items are scheduled for repair/replacement at regular intervals regardless of tenant turnover. Tenant Responsibility Good housekeeping is expected of everyone. Tenant agrees to keep quarters clean and in sanitary condition. The Tenant agrees not to permit any deterioration or destruction to occur while they are occupying the property. They agree to maintain the walls, woodwork, floors, furnishings, fixtures and appliances (if any), windows, screens, doors, plumbing, air-conditioning and heating, electrical and mechanical systems as well as the general structure and appearance of the property. Tenant agrees to follow all Landlord instructions, especially where posted. Snow Removal Tenant is responsible for removal of snow from the public sidewalk associated with his home. Snow should be removed before noon of the day following the snowfall. Mailbox The mailbox is the property of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on to be altered in any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed way by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingTenant.

Condition of Premises. 13.1 Other than Except as expressly stated set forth herein and in this LeaseExhibit “C” attached hereto, Tenant acknowledges that neither Landlord nor shall not be responsible for performing any of the Landlord Parties have made any representation work or warranty of any kind whatsoever with respect improvements to the Site, the Expansion Premises and/or the Building or with respect paying for any work or improvements to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, Expansion Premises and Tenant is not relying on any representation or warranty from accepts the Landlord regarding the SiteExpansion Premises in its “AS IS, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical WHERE IS” condition, design or layout of the Site, the Building and the Premiseswith all faults. Notwithstanding the foregoing, (i) Landlord expressly represents shall deliver the Expansion Premises free of any furniture utilized by the existing tenant within the Expansion Premises, provided, however, Landlord will use reasonable efforts to facilitate discussions between Tenant and warrants that the existing tenant regarding the transfer of furniture currently existing within the Premises to Tenant and Landlord will not be required to remove any such furniture identified by Tenant in writing to Landlord from the Premises to the extent such furniture remains within the Premises upon transfer of possession of the Premises to Tenant, (ii) Landlord hereby agrees to deliver the Expansion Premises to Tenant with all Building Systems serving the Expansion Premises arein good working order and repair, which shall include, for purposes of this Amendment the drive-up loading dock door and appurtenant scissor lift. Upon receipt from existing tenant, Landlord shall also deliver to Tenant a copy of any decommissioning reports for or will be as of related to the Lease Expansion Premises and any equipment therein. In addition, prior to the Expansion Premises Commencement Date, in good working condition and Landlord shall retain a licensed third party to inspect the Expansion Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) for any existing asbestos containing materials (“ADAACM”)) and deliver a report to the Tenant evidencing the findings of such inspection. To the extent any ACM are discovered, and all applicable codes relating to restroom facilities and Landlord shall be responsible, at Landlord’s its sole cost and expense, will to cause any and all such ACM to be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements removed or contained pursuant to applicable law. In the Work Letter event that, despite reasonable good faith efforts, Landlord is unable to cause all ACM to be removed or otherwise) contained prior to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Expansion Premises Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any have the right, upon written notice to Tenant, to extend the Expansion Premises Commencement Date until such costs date that all ACM is removed from or contained within thirty (30) days following Tenant’s delivery the Expansion Premises pursuant to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letterapplicable law. Common Area Operating Expenses will not include any costs incurred Failure by Landlord to bring complete the Buildingremoval or containment of all ACM on or before the April 1, or any portion thereof, into compliance with any 2021 shall constitute a Landlord Delay to the extent it causes a delay in substantial completion of the laws or regulations described Tenant’s Work in the immediately preceding sentence applicable to the BuildingExpansion Premises.

Condition of Premises. 13.1 Other than Except as expressly stated set forth in this LeaseLease and in the Tenant Work Letter, Tenant acknowledges that neither Landlord nor shall not be obligated to provide or pay for any of the Landlord Parties have made any representation improvement, remodeling or warranty of any kind whatsoever with respect refurbishment work or services related to the Siteimprovement, the Premises and/or the Building remodeling or with respect to the suitability refurbishment of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, shall accept the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding Hazmat Storage Space in its "As Is" condition on the foregoingLease Commencement Date: provided, Landlord expressly represents and warrants that all Building Systems serving however, in the Premises areevent that, or will be as of the Lease Commencement Date, in good working condition the Base, Shell and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant Core of the Compliance Work Building (as defined in Section 1 of Exhibit B) which includes the Work LetterSystems and Equipment, the base building HVAC, plumbing, life safety and electrical systems of the Building as well as the roof and roof membrane, in its condition existing as of such date (A) shall does not comply with all applicable laws laws, seismic, fire and regulationslife safety codes, including, without limitation and the Americans With Disabilities Act ADA (42 U.S.C. Section 12101 et seq.) (“ADA”to the extent applicable), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the date hereof, or (B) contains latent defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such non-compliance to the extent required by applicable laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant. Notwithstanding the foregoing, if Tenant fails to give Landlord written notice of any such latent defects described in clause (B) hereinabove within six (6) months after the Lease Commencement Date. Subject , then the correction of any such latent defects shall, subject to Landlord's repair obligations in Section 7.2 hereof (and to the provisions extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant's responsibility at Tenant's sole cost and expense. Pursuant to Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist ("CASp") to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant's responsibility and Tenant's failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant's obligations under this Lease). Except as otherwise provided above and in the Tenant Work Letter, the costs incurred by Tenant to bring any portion taking of possession of the Premises into compliance with any such laws in connection with Tenant’s construction of by Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and without any obligation of Landlord on Landlord's part to reimburse Tenant shall be as more particularly governed by the provisions of the Work Lettermake any alterations, upgrades or improvements thereto. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building843078.08/SD374622-00033/8-4-16/MLT/dek -2- GENESIS SSF - ONE TOWER PLACE[Achaogen, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.Inc.]

Condition of Premises. 13.1 Other than as expressly stated in this Lease, The Tenant acknowledges that neither the said property is in good condition. If there is anything about the condition of the property that is not good, they agree to report it to Landlord nor within 3 days of taking possession of the property. They agree that failure to file any written notice of defects will be legally binding proof that the property is in good condition at the time of occupancy. Inventory and Inspection Record An Inventory and Inspection Record has been provided for the Tenant's use. Only after this has been filled out (within the three-day time limit) will the Landlord take any action to complete the necessary repairs. Landlord warrants that all major systems will be functional and in good repair at time of possession. Light switches, wall plugs, doors, windows, faucets, drains, locks, toilets, sinks, heater, etc., will either be in working order or will be repaired once Tenant has completed the Inspection and Inventory Record. Tenant is encouraged to report any necessary repairs, no matter how slight, in writing, but they are hereby advised the Landlord does not normally repair or replace nonfunctional items such as paint, carpets, etc., every time a property changes possession. Those items are scheduled for repair/replacement at regular intervals regardless of tenant turnover. Tenant Responsibility Good housekeeping is expected of everyone. Xxxxxx agrees to keep quarters clean and in sanitary condition. The Tenant agrees not to permit any deterioration or destruction to occur while they are occupying the property. They agree to maintain the walls, woodwork, floors, furnishings, fixtures and appliances (if any), windows, screens, doors, plumbing, air-conditioning and heating, electrical and mechanical systems as well as the general structure and appearance of the property. Xxxxxx agrees to follow all Landlord instructions, especially where posted. Snow Removal Xxxxxx is responsible for removal of snow from the public sidewalk associated with his home. Snow should be removed before noon of the day following the snowfall. Mailbox The mailbox is the property of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on to be altered in any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed way by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingTenant.

Condition of Premises. 13.1 Other than Tenant acknowledges that, except as otherwise expressly stated set forth in this Lease, Tenant acknowledges that neither Landlord nor any agent of the Landlord Parties have has made any representation or warranty of any kind whatsoever with respect to the SitePremises, the Premises and/or Building or the Building Project or their condition, or with respect to the suitability of either thereof for the conduct of Tenant’s business's business and Tenant shall accept the Premises in their as-is condition. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection The taking of possession of the Site, the Building and the Premises, and Premises by Tenant is not relying on any representation or warranty from the Landlord regarding the Site, shall conclusively establish that the Premises were at such time complete and in good, sanitary and satisfactory condition and repair without any obligation on Landlord's part to make any alterations, upgrades or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premisesimprovements thereto. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Building, the parking areas and any existing improvements in the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws laws, covenants or restrictions of record, building codes, regulations and regulations, including, without limitation ordinances including but not limited to the Americans With with Disabilities Act of 1990 (42 U.S.C. "APPLICABLE REQUIREMENTS") in effect and as interpreted on the date Landlord delivers possession of the Premises to Tenant pursuant to Section 12101 et seq.) (“ADA”)1.7 of the Summary. Said warranty does not apply to the use to which Tenant will put the Premises or to any alterations made or to be made by Tenant. Tenant is responsible for determining whether or not the zoning is appropriate for Tenant's intended use. If the Premises do not comply with said warranty, Landlord shall, as Tenant's sole remedy and all applicable codes relating to restroom facilities promptly after receipt of written notice from Tenant setting forth with specificity the nature and Landlord extent of such non-compliance, rectify the same at Landlord’s 's sole cost and expense; provided, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction however, if Tenant does not give Landlord written notice of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into a non-compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs this warranty within thirty (30) days following Tenant’s delivery to the date Landlord delivers possession of a reasonably detailed invoice therefor provided the Premises, correction of that non-compliance shall be the obligation of Tenant at Tenant's sole cost and expense. In addition, Landlord to reimburse Tenant warrants that the existing electrical and mechanical systems and equipment in the Premises shall be as more particularly governed by in good operating condition on the provisions date Landlord delivers possession of the Work LetterPremises to Tenant pursuant to Section 1.7 of the Summary. Common Area Operating Expenses will If the Premises do not include any costs incurred by comply with said warranty, Landlord to bring shall, as Tenant's sole remedy and promptly after receipt of written notice from Tenant setting forth with specificity the Buildingnature and extent of such non-compliance, or any portion thereofrectify the same at Landlord's sole cost and expense; provided, into however, if Tenant does not give Landlord written notice of a non-compliance with any this warranty within thirty (30) days following the date Landlord delivers possession of the laws or regulations described in Premises, correction of that non-compliance shall be the immediately preceding sentence applicable to the Buildingobligation of Tenant at Tenant's sole cost and expense.

Condition of Premises. 13.1 Other than Tenant hereby agrees that except as expressly stated provided in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes, subject to Landlord’s repair obligations under this Lease, . Tenant acknowledges that neither Landlord nor any agent nor any employee of the Landlord Parties have has made any representation representations or warranty of any kind whatsoever with respect to the Site, Premises or the Premises and/or the Building Project or with respect to the suitability of either for the conduct of Tenant’s business. business and Tenant acknowledges expressly warrants and agrees represents that Tenant is relying has relied solely upon Tenant’s on its own investigation and inspection of the SitePremises and the Project in its decision to enter into this Lease and let the Premises in the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Building Tenant Work Letter attached hereto as Exhibit “D” and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, made a part hereof. The existing leasehold improvements in the Premises or as of the Building, except as specifically set forth in date of this Lease, including, without limitation, any representation or warranty as to together with the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant Improvements (and after completion by Tenant of the Compliance Work as defined in the Tenant Work Letter) shall comply with all applicable laws and regulations, including, without limitation may be collectively referred to herein as the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq“Tenant Improvements.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction ” The taking of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion possession of the Premises into compliance with any by Tenant shall conclusively establish that the Premises and the Project were at such laws time in connection with Tenantsatisfactory condition except for items of Landlord’s construction of Work which Tenant Improvements, shall be the responsibility of gives Landlord and Landlord shall reimburse Tenant for any such costs notice within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Lettercompletion thereof and except for latent defects. Common Area Operating Expenses will not include any costs incurred by Landlord to bring Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Building, Civil Code of California or any portion thereof, into compliance with any successor provision of the laws or regulations described in the immediately preceding sentence applicable to the Buildinglaw.

Condition of Premises. 13.1 Other than Tenant shall give Landlord two written lists (the "Punch Lists", collectively), the first of which shall be given within 30 days after Tenant takes possession of substantially all of the Premises and shall designate all patent defects claimed by Tenant in that portion of the improvements installed by Landlord in the Premises under the Work Agreement which are substantially completed as of such date of possession by Tenant, and the second of which shall be given within 30 days after the remaining portion of the improvements installed by Landlord in the Premises under the Work Agreement are substantially completed and shall designate all patent defects claimed by Tenant in such remaining portion of the improvements. Except as otherwise expressly provided herein and except for defects stated in the Punch Lists and latent defects not discoverable by Tenant within 30 days after Possession, but disclosed by written notice given by Tenant to Landlord prior to the expiration of the first year of the Term, Tenant shall be conclusively Presumed to have accepted the Premises and all tenant improvements installed by Landlord therein in the condition existing on the date Tenant first takes possession of the Premises and to have waived all claims relating to the condition of the Premises and such tenant improvements, subject however to the provisions of Paragraphs 9.1 and 37. No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or the Building and no representation or warranty regarding the condition of the Premises or the Building or regarding any other matter of any kind or nature has been made by or on behalf of Landlord to Tenant, except as expressly stated in this Lease, Tenant acknowledges that neither Lease or in the Work Agreement. Landlord nor any of agrees to promptly and diligently correct all defects or deficiencies in the improvements installed by Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and in the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises arePunch Lists, or will be as in any subsequent written notice of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred latent defects given by Tenant to bring any portion Landlord prior to the expiration of the Premises into compliance with first year of the Term; provided that Landlord reserves the right to contest or dispute any such laws defect or deficiency claimed by Tenant I in connection with Tenant’s construction of Tenant Improvements, shall which event such corrections need not be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred made by Landlord to bring until such time as the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingdispute is conclusively decided.

Condition of Premises. 13.1 Other than as expressly stated in Tenant represents that it has made a thorough inspection of the 35th Floor Premises and, subject to the terms of this Amendment, Landlord’s continuing obligations under Section 8.1 of the Lease and the other applicable provisions of the Lease, Tenant acknowledges that neither Landlord nor any the performance of the Landlord’s 35th Floor Premises Work, and the continuance of the Premises in its current condition as of the date hereof without damage (except reasonable wear and tear) agrees to take the 35th Floor Premises in its "as-is" condition existing on the 35th Floor Premises Commencement Date (subject to latent defects in Landlord's 35th Floor Premises Work). Tenant further acknowledges and agrees that notwithstanding anything to the contrary contained in the Lease, as amended hereby, Landlord Parties have has made any representation or warranty of any kind whatsoever no representations with respect to the Site35th Floor Premises and subject to Landlord’s continuing obligations under Section 8.1 and Section 11.2 of the Lease and other applicable provisions of the Lease, Landlord shall have no obligation to perform any work (other than Landlord's 35th Floor Premises Work to provide any work allowance or rent credit, or to alter, improve, decorate, or otherwise prepare the 35th Floor Premises for Tenant's occupancy. On the 35th Floor Premises Commencement Date, the 35th Floor Premises and/or shall be in broom clean condition. Promptly following the Building or 35th Floor Premises Commencement Date, Landlord shall provide Tenant with respect to an ACP-5 covering the suitability of either for the conduct of Tenant’s business35th Floor Premises. Tenant Landlord hereby acknowledges and agrees that Tenant is relying solely upon shall not be obligated to perform Alterations to comply with the Americans with Disabilities Act with respect to the 35th Floor Premises (except to the extent the need for such compliance arises from Tenant’s own inspection Alterations or its manner of the Site, the Building use) and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the 35th Floor Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seqLocal Law 26/04.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than as expressly stated in Upon the expiration or earlier termination of this Lease, Tenant acknowledges that neither Landlord nor any shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the SiteLease Term, the Premises and/or the Building or with respect to the suitability of either except for the conduct of Tenant’s business. Tenant acknowledges ordinary wear and agrees tear that Tenant is relying solely upon not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the building(s) of which the Premises are a part to Landlord. Upon Tenant’s own inspection vacation of the Site, the Building and the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord’s consent) that Landlord may require Tenant is to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are not relying on any representation or warranty from the Landlord regarding the Sitelimited to, the Premises or the Buildingfollowing: capping all plumbing, except as specifically set forth capping all electrical wiring, repairing all holes in this Leasewalls, includingrestoring damaged floor and/or ceiling tiles, without limitation, any representation or warranty as to the physical condition, design or layout and thorough cleaning of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants If Tenant fails to remove any items that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered Tenant has an obligation to remove under this Section when required by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationsor otherwise, includingsuch items shall, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expenseoption, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of become the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility property of Landlord and Landlord shall reimburse have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Landlord’s retention or disposition of such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Alterations or personal property, Tenant shall be as more particularly governed by the provisions liable to Landlord for Landlord’s costs of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Buildingremoving, or any portion thereof, into compliance with any storing and disposing of the laws or regulations described in the immediately preceding sentence applicable to the Buildingsuch items.

Condition of Premises. 13.1 Other than (1) Tenant shall at all times during the Lease Term take good care of and keep the Leased Premises and the improvements, fixtures, equipment and appurtenances therein structural or non-structural (including, but not limited to, interior and exterior walls and windows, interior and exterior doors, pipes, plumbing, water and sewer connections, heating and air conditioning equipment and machinery, electrical works, in good order and condition, free of debris, and, at Tenant's sole cost and expense, shall make all necessary repairs thereto, which repairs shall be in quality and class at least equal to the original work. Tenant shall not commit or suffer any waste of the Leased Premises and will assume responsibility for all maintenance and repair, regardless of the nature, pertaining to the heating and/or air conditioning equipment. Tenant shall install, operate and maintain, at its expense, HVAC related equipment which may be located adjacent to the Building as expressly stated in permitted by governmental authority, laws and regulations. The location of this Leaseequipment is subject to Landlord's prior consent and Landlord retains the right to require Tenant to make modifications to same for aesthetic and/or environmental reasons at Tenant's expense. At the expiration of the Lease Term, or at the sooner termination of this Lease as herein provided, Tenant acknowledges that neither Landlord nor any shall deliver up the Leased Premises in the same good order and condition, reasonable wear and tear excepted, as at the beginning of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect tenancy, broom clean and (subject to the Site, provisions of the Premises preceding Section hereof) Tenant shall remove all of its property and/or property maintained and/or stored for or on the Building or with respect account of others therefrom prior to the suitability of either for the conduct such termination. Any items of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection 's personality remaining in the Leased Premises after the termination of the Site, Lease shall be deemed abandoned by Tenant and become the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout sole property of the Site, the Building and the PremisesLandlord. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring in storing and/or disposing of such abandoned property shall remain the Buildingsole obligation of Tenant, or any portion thereof, into compliance with any which obligation shall survive the termination of the laws or regulations described in the immediately preceding sentence applicable to the Buildingthis Lease.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection it presently occupies the portion of the SitePremises designated as Second Floor Space A, knows the Building condition thereof, and is leasing and accepting the same in their present "as is" condition. Landlord shall not be required to rework, remodel or recondition Second Floor Space A in any manner whatsoever for Tenant's use and occupancy thereof. Landlord shall substantially complete the renovation of Second Floor Space B pursuant to Exhibit C attached hereto. All such work shall be done in a good and workmanlike manner in compliance with all building codes and regulations applicable to the Building. Tenant's taking possession of Second Floor Space B shall be conclusive evidence that Tenant accepts such space and that such space is in satisfactory condition except for any punch list of unsatisfactory items of which Tenant gives written notice to Landlord within ten (10) business days after the Relocation Effective Date which shall be promptly corrected or repaired by Landlord, provided, however, Landlord shall have no obligation to repair drywall, doors or doorframes in Second Floor Space B unless Tenant gives written notice of any problems related thereto prior to Tenant's moving into Second Floor Space B. Tenant agrees to cooperate with Landlord in the performance of Landlord's work in Second Floor Space B and agrees that if Landlord and its agents and employees have acted in a commercially reasonably manner and any such work inconveniences Tenant or disrupts business operations in the Premises, Landlord shall not be liable therefor nor shall the same constitute an actual or constructive eviction of Tenant or entitle Tenant to any deduction or offset in the payment of rent and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except other charges due and payable under this Lease. Except as specifically set forth in this Leaseherein, includingTenant, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s its sole cost and expense, will be responsible for shall perform all alterations, improvements and other work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant necessary to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of prepare the Premises into compliance with any for Tenant's use. All such laws in connection with Tenant’s construction of Tenant Improvements, work shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance done in accordance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingSection 14 below.

Condition of Premises. 13.1 Other than as expressly stated in Upon the expiration or earlier termination of this Lease, Tenant acknowledges that neither Landlord nor any shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the SiteLease Term, the Premises and/or the Building or with respect to the suitability of either except for the conduct of Tenant’s business. Tenant acknowledges ordinary wear and agrees tear that Tenant is relying solely upon Tenant’s own inspection not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Site, Premises and the Building and to Landlord. Upon Tenant's vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing so under Section 20.2), and shall remove any Alterations (whether or not made with Lxxxxxxx's consent) that Landlord may require Tenant is to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant's expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are not relying on any representation or warranty from the Landlord regarding the Sitelimited to, the Premises or the Buildingfollowing: capping all plumbing, except as specifically set forth capping all electrical wiring, repairing all holes in this Leasewalls, includingrestoring damaged floor and/or ceiling tiles, without limitation, any representation or warranty as to the physical condition, design or layout and thorough cleaning of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants If Tenant fails to remove any items that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered Tenant has an obligation to remove under this Section when required by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationsor otherwise, includingsuch items shall, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense's option, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of become the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility property of Landlord and Landlord shall reimburse have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Lxxxxxxx's retention or disposition of such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Alterations or personal property. Tenant shall be as more particularly governed by the provisions liable to Landlord for Landlord's costs of the Work Letterremoving, storing and disposing of such items. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.20.2

Condition of Premises. 13.1 Within ten (10) days after the Commencement Date, Tenant and Landlord shall conduct a walk- through inspection of the Premises with Landlord and jointly prepare and sign a final punch-list of items needing additional work by Landlord. Other than the items specified in the punch-list, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in “As Is” condition as expressly stated improved with the Tenant Improvements in this Leasegood, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. The punch-list to be prepared by Tenant shall not include any damage to the Premises caused by Tenant’s move-in, which damage shall be repaired or corrected by Tenant, at its expense. Tenant acknowledges that neither Landlord nor any of the Landlord Parties Landlord’s Agents have made any representation representations or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect warranties as to the suitability or fitness of either the Premises or any other part of the Project (including, without limitation, the interbuilding network cabling) for the conduct of Tenant’s business. business or for any other purpose, nor has Landlord or Landlord’s Agents agreed to undertake any Alterations or construct any Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, Improvements to the Premises or the Building, except as specifically set forth expressly provided in this Lease. If Tenant fails to submit a punch-list to Landlord within the ten (10) day period, including, without limitation, any representation it shall be deemed that there are no items needing additional work or warranty as to the physical condition, design or layout of the Site, the Building and the Premisesrepair. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for contractor shall complete all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs reasonable punch-list items within thirty (30) days following Tenantafter the walk-through inspection or as soon as practicable thereafter. Upon Landlord or Landlord’s delivery contractor’s indication to Tenant of the completion of such punch-list items, Tenant shall acknowledge the completion of such items in writing to Landlord. If Tenant fails either to so acknowledge the completion of such items within seven (7) days of such stated completion or within such seven day period to specify in writing to Landlord of a reasonably detailed invoice therefor provided in reasonable detail any such previously listed punch-list items that the obligation of Landlord to reimburse Tenant remain uncompleted, all such items shall be as more particularly governed deemed approved by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingTenant.

Condition of Premises. 13.1 Other than Landlord is leasing the Premises to Tenant absolutely "as expressly stated is" (i.e., as a "grey" shell, being the walls, roof and structural second floor) without any obligation to alter, remodel, improve, repair or decorate any part of the Premises; provided that Landlord shall assign to Tenant (or otherwise enforce at Landlord's election upon Tenant's written request) any and all warranties (including statutory) received from or rights against all contractors and subcontractors regarding the Tenant Improvements, which Landlord will confirm last, to the extent available at no additional cost, at least one (1) year after the earlier of (i) for each Phase, the Completion Date of the applicable Tenant Improvements and (ii) completion of the applicable work. Nothing in this LeaseSection 3A shall prevent Landlord from accepting a longer warranty from a manufacturer provided such is available at no additional cost. Landlord expressly disclaims any warranty or representation, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation express or warranty of any kind whatsoever implied, with respect to the Site, the Premises and/or the Building Project or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Leaseportion thereof, including, without limitation, any warranty or representation or warranty as to the physical fitness, condition, design the existence of any defect, patent or layout of the Sitelatent, the Building and the Premisesmerchantability, quality or durability. Notwithstanding Without limiting the foregoing, Landlord expressly represents shall repair and/or replace, as necessary, at Landlord's expense and warrants that all Building Systems serving not as an Operating Cost (a) throughout the Premises areTerm, or will be as defects in the construction of the Lease Shell Improvements (as defined in Appendix C) (as opposed to normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Building or Project in light of their specifications), and (b) until the date which is one (1) year after the Phase I Commencement Date, in good working condition and the Premises and Building as delivered nonwatertight roof joints and/or penetrations installed by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement DateBuilding. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by solely responsible to design, install and maintain any special HVAC equipment that Tenant deems necessary or appropriate for operation of any laboratories on the provisions Premises. Further, Landlord expressly disclaims any warranty or representation, express or implied, with respect to the adequacy or fitness for use, of any HVAC system installed at the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the BuildingPremises for laboratory use, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingotherwise.

Condition of Premises. 13.1 Other than as expressly stated in Upon the expiration or earlier termination of this Lease, Tenant acknowledges that neither Landlord nor any shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the SiteLease Term, the Premises and/or the Building or with respect to the suitability of either except for the conduct of Tenant’s business. Tenant acknowledges ordinary wear and agrees tear that Tenant is relying solely upon not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the Project to Landlord. Upon Tenant’s own inspection 's vacation of the Site, the Building and the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord's consent) that Landlord may require Tenant is to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant's expense, provided that Tenant shall not relying on be responsible for any representation restoration or warranty from the expense in connection with new or amended building codes. Such repairs shall be performed in a manner satisfactory to Landlord regarding the Siteand shall include, but are not limited to, the Premises or the Buildingfollowing: capping all plumbing, except as specifically set forth capping all electrical wiring, repairing all holes in this Leasewalls, includingrestoring damaged floor and/or ceiling tiles, without limitation, any representation or warranty as to the physical condition, design or layout and thorough cleaning of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants If Tenant fails to remove any items that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered Tenant has an obligation to remove under this Section when required by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulationsor otherwise, includingsuch items shall, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense's option, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of become the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility property of Landlord and Landlord shall reimburse have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Landlord's retention or disposition of such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Alterations or personal property. Tenant shall be as more particularly governed by the provisions liable to Landlord for Landlord's costs of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Buildingremoving, or any portion thereof, into compliance with any storing and disposing of the laws or regulations described in the immediately preceding sentence applicable to the Buildingsuch items.

Condition of Premises. 13.1 Other than as expressly stated in this LeaseLandlord shall deliver to Tenant a copy of each final Exit Survey submitted by JCVI pursuant to the Assignment Agreement (“JCVI Exit Survey”) upon Landlord’s receipt, Tenant acknowledges that neither Landlord nor without any of the Landlord Parties have made representation or warranty, express or implied, including but not limited to any representation or warranty regarding the accuracy or completeness of any kind whatsoever with respect the JCVI Exit Survey. The delivery of such JCVI Exit Survey shall not be deemed to be a representation or warranty regarding the Sitephysical or environmental condition of the Premises. On the Revised Term Commencement Date, Landlord shall deliver possession of the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s businessTenant in broom clean condition. Tenant acknowledges that (a) except as expressly provided in this Second Amendment or the Lease, Xxxxxx agrees to take the Premises in its condition “as is” as of the first day of the Revised Term, and agrees that Tenant is relying solely upon (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s own inspection continued occupancy for the Revised Term or to pay for any improvements to the Premises, except as expressly provided in this Second Amendment or the Lease. Xxxxxx’s taking of possession of the SitePremises on the Revised Term Commencement Date shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building, the Building systems and the PremisesProject were at such time in good, sanitary and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building satisfactory condition and the Premisesrepair. Notwithstanding the foregoing, Landlord expressly represents and warrants at any time during the first twenty-four (24) months of the Revised Term (the “Warranty Period”), if any standard HVAC units (but specifically excluding any specialized HVAC units added by Tenant, such as those units that all Building Systems may be required for manufacturing) serving the Premises are, or will shall fail to be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by order, then Tenant may deliver written notice to Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined describing in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”)reasonable detail such failure, and all applicable codes relating Landlord will perform the work necessary to restroom facilities put the HVAC unit in good working order with reasonable promptness and Landlord at Landlord’s sole cost as Tenant’s sole remedy for any such failure (and expenseTenant shall not be entitled to damages or any other remedy as a result of such failure, will except as provided in Section 16.2 of the Lease); provided, however, that Landlord’s obligations pursuant to the foregoing shall be limited to necessary repairs and/or replacements, as determined by Landlord in its reasonable discretion, and Tenant shall remain responsible for the standard preventative maintenance and upkeep of such HVAC units in the ordinary course. During the Warranty Period, all costs which are the obligation of Landlord pursuant to this Section 9 shall be borne 4813-5202-3331.13 11 solely by Xxxxxxxx and not included as Operating Expenses, provided Tenant (and not Landlord) shall be responsible for all work and costs costs, in whole or in part, that are incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject extent attributable to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction negligence or willful misconduct of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereofof its employees, into compliance with any of the laws contractors or regulations described in the immediately preceding sentence applicable to the Buildingsubcontractors.

Condition of Premises. 13.1 Other than Landlord shall deliver possession of the Premises to Tenant and Tenant agrees to accept the Premises in “as expressly stated in this Leaseis” condition as of the Commencement Date, except as hereinafter provided. Tenant acknowledges that neither Landlord nor any it has inspected the Premises and the common areas and facilities of the Landlord Parties have made any representation or warranty Property and has found the condition of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges both satisfactory and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation representations of Landlord or warranty from the Landlord’s agents or employees as to such condition, and Landlord regarding the Site, the Premises or the Building, shall have no obligation with respect thereto except as specifically may be expressly set forth in this Lease. Landlord has caused its architect, Xxxxxxx Xxxx Associates, to prepare the construction drawings and specifications dated October 16, 2012 and attached hereto as Exhibit A-1 (collectively, “Landlord’s Plans”) for certain initial improvements to the Premises, which are based on the space plan (the “Space Plan”) dated September 28, 2012 and attached hereto as Exhibit A-2, Landlord’s Plans shall be delivered to Tenant for its approval, which approval shall be given unless Landlord’s Plans are inconsistent, in any material respect, with the Space Plan or there are other errors or omissions in Landlord’s Plans. Tenant shall have five (5) business days (i.e., days that are not legal holidays or weekend days) to review Landlord’s Plans and to notify Landlord in writing of any such inconsistencies or other errors or omissions. If Tenant fails to give Landlord such notice within said period, Landlord’s Plans shall be deemed approved. In the event Tenant notifies Landlord of any such inconsistencies or other errors or omissions, Landlord shall make any necessary corrections to Landlord’s Plans and shall resubmit Landlord’s Plans to Tenant for Tenant’s approval (in which case Tenant shall have two (2) business days to review the corrected Landlord’s Plans and to notify Landlord of any errors or omissions, and if Tenant fails to so notify Landlord, such resubmission shall be deemed approved) and this process shall continue until final Landlord’s Plans are approved by Landlord and Tenant. Upon final approval of Landlord’s Plans by Landlord and Tenant, Landlord shall exercise all reasonable efforts to substantially complete the work specified therein (collectively “Landlord’s Work”) by March 1, 2013, but Tenant shall have no claim against Landlord for failure so to complete Landlord’s Work by any particular date. Landlord’s Work shall be performed in a good and workmanlike manner, in compliance with all applicable laws and codes and, except as may be otherwise specified in Landlord’s Plans, using materials and installations meeting Landlord’s minimum standards for the Building. Tenant agrees that Landlord may make any changes in Landlord’s Work from that shown on Landlord’s Plans, the necessity or desirability of which becomes apparent following approval Landlord’s Plans by Landlord and Tenant, upon prior written notice to Tenant for nonsubstantial changes and with the approval of Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) for substantial changes (i.e., any material changes in the quality and/or location of the improvements). When in Landlord’s reasonable judgment, Landlord’s Work has proceeded to such point where Tenant may install its cabling, furniture, fixtures and equipment in the Premises without interfering with the performance of Landlord’s Work (but not later than one (1) week prior to the projected Substantial Completion Date) (and provided Landlord shall have received a copy of each of Tenant’s insurance certificates pursuant to Section 9 hereof), Landlord shall so notify Tenant and from and after such date of notification Tenant and its contractors shall have access to the Premises for the purposes of installing the same in preparation for Tenant’s occupancy of the Premises. In connection with such access, Tenant agrees (i) to cease promptly upon notice from Landlord any activity or work which has not been approved by Landlord (where such approval is required) or is not in compliance with the provisions of this Lease or which shall interfere with or delay the performance of Landlord’s Work, and (ii) to comply and cause its contractors to comply promptly with all reasonable procedures and regulations prescribed by Landlord from time to time for coordinating work being performed by Landlord and work being performed by Tenant, each with the other and with any other activity or work in the Building, including, without limitation, the use of labor which shall work in harmony with all other contractors performing work at the Building. Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, except that (i) there shall be no obligation on the part of Tenant solely because of such access to pay any representation Annual Fixed Rent or warranty any Additional Rent for Taxes or Operating Costs (as hereinafter defined) for any period prior to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and (ii) Tenant shall not be deemed thereby to have taken or accepted possession of the Premises and Building as delivered by Landlord or any portion thereof. If Tenant fails or refuses to Tenant (and after completion by Tenant comply or cause its contractors to comply with any of the Compliance obligations described or referred to above, then immediately upon notice to Tenant, Landlord may revoke Tenant’s rights of access to the Premises until the Commencement Date. Landlord shall pay the entire cost of Landlord’s Work in excess of Tenant’s Contribution, hereinafter defined (such cost of Landlord’s Work in excess of Tenant’s Contribution being referred to as defined “Landlord’s Contribution”), and Tenant shall not be liable therefor, except that Tenant shall pay upon demand therefor any increase in the cost of Landlord’s Work Letterthat is attributable to a Tenant Delay (hereinafter defined) shall comply with all applicable laws and regulationsor any other act or omission of Tenant, its employees, agents or contractors, including, without limitation limitation, changes made in Landlord’s Work at the Americans With Disabilities Act request of Tenant (42 U.S.C. Section 12101 et seq.) which changes must first be approved by Landlord at its sole discretion). Tenant shall contribute $34,155.00 (“ADATenant’s Contribution”) to be applied against the cost of Landlord’s Work, and commencing on the first (1st) day of the eighth (8th) full calendar month following the Commencement Date and thereafter on the first day of each month through the remainder of the Original Term (such period being the “Amortization Period”), Tenant shall pay to Landlord, as Additional Rent, $605.47 per month; such amount being equal to the level monthly payments of principal and all applicable codes relating interest, payable monthly, in advance, necessary to restroom facilities and Landlord pay Tenant’s Contribution, together with interest thereon at a rate of eight percent (8%) per annum, over the Amortization Period. Landlord’s sole cost Work shall be deemed to be substantially completed and expensethe “Substantial Completion Date” shall occur as of the first day as of which (i) Landlord’s Work is completed except for items of work (and, will if applicable, adjustment of equipment and fixtures) which can be responsible for all work and costs incurred (whether in connection completed after occupancy has been taken without causing undue interference with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion use of the Premises into compliance with any such laws in connection with Tenant’s construction (i.e., so-called “punch list” items), and (ii) if required by law, a certificate of occupancy (which may be temporary or conditional so long as Landlord diligently endeavors to obtain a final certificate) permitting occupation and use of the Premises by Tenant Improvements, shall be has been issued by the responsibility of Landlord and applicable governmental authority. Landlord shall reimburse Tenant for any such costs use reasonable efforts to complete all “punch list” items within thirty (30) days following Tenantthe Substantial Completion Date, and Tenant shall afford Landlord access to the Premises for such purposes. If any act or omission of Tenant or its agents or contractors, whether occurring before or after the commencement of Landlord’s delivery Work (including any unreasonable delay in approving any changes in Landlord’s Work as provided in the third paragraph of this Section 3), shall cause a delay of the substantial completion of Landlord’s Work (a “Tenant Delay”) thereby delaying the Commencement Date, Tenant shall, upon invoice, pay to Landlord Landlord, as Additional Rent in addition to the amounts payable by Tenant during the Term, the amount of a reasonably detailed invoice therefor provided Annual Fixed Rent, Additional Rent on account of Taxes and Operating Costs and other charges that would have been payable hereunder as if the Commencement Date occurred, and the obligation to pay the full amount of Landlord Annual Fixed Rent, Additional Rent and other charges (without abatement) had commenced, immediately prior to reimburse such Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingDelay.

Condition of Premises. 13.1 Other than as expressly stated Tenant shall take possession of the Premises in this Leaseits “AS IS” condition on the Effective Date (hereafter defined), subject to all applicable laws, codes and ordinances. Landlord represents that it has not received any written notice from any governmental authorities having jurisdiction over the Project that the Premises are not in compliance with Title III of the Americans with Disabilities Act of 1990, 42 U.S.C. 12101 et seq., or California Title 24. Tenant acknowledges that neither Landlord nor any of the Landlord Parties Landlord’s Agents have made any representation representations or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect warranties as to the suitability or fitness of either the Premises for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant, nor has Landlord or Landlord’s own inspection of the SiteAgents agreed to undertake any alterations, the Building and the Premises, and Tenant is not relying on any representation additions or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as improvements to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoingforegoing to the contrary, Landlord expressly represents and warrants that all Building Systems serving the Premises areshall, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s its sole cost and expense, will upgrade the existing electrical systems of the Premises and deliver 800amp/480 volt service via a meter that reflects only Tenant’s use of power to an electrical distribution panel located inside the Premises, all as more fully set out in the electrical engineering drawings prepared by RK Electric and attached as EXHIBIT G hereto (“Electrical Upgrade Work”), which drawings are hereby approved by Tenant; (the drawings attached as EXHIBIT G hereto being referred to as the “Electrical Upgrade Work Drawings”); provided, however, if Landlord uses the existing electrical power supply for the Building to increase the existing electrical power service to the Premises to the required 800 amp/480 volt electrical service, then Landlord may make such changes or other modifications to the Electrical Upgrade Work Drawings as Landlord determines reasonably necessary to reflect such use of the existing electrical power supply for the Building. Electrical power pursuant to the Electrical Upgrade Work shall be provided to the current electrical distribution panel located in what is depicted as “Electrical Room 121” in the Premises as shown on EXHIBIT G hereto (“Electrical Room 121”). Tenant shall be responsible for all work the temporary hook-up to the HDB Panel within Electrical Xxxx 000, and costs incurred (whether in connection with Tenant’s construction Landlord, as part of the Tenant Improvements pursuant Electrical Upgrade Work, shall be responsible for the permanent hook-up to the Work Letter or otherwise) to bring HDB Panel within Electrical Room 121 upon the Premises, into compliance with the ADA or Title 24 as enacted and in effect as completion of the Lease Commencement DateElectrical Upgrade Work. Subject to the provisions of the Work LetterParagraph 38.N, the costs incurred Electrical Upgrade Work shall be completed by Tenant October 1, 2008. Subject to bring any portion of reasonable temporary interruption, Landlord will maintain the existing electrical service to the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be which the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Electrical Upgrade Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingis being performed.

Condition of Premises. 13.1 Other than as expressly stated in this LeaseLandlord warrants and covenants to Tenant that, Tenant acknowledges that neither Landlord nor any of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Improvement Completion Date: (a) the Building Shell will be constructed in accordance with Landlord’s Plans, as modified pursuant to the terms of the Work Letter; (b) the electrical, plumbing or mechanical systems in the Building (“Building Systems”) shall be new, properly installed and in good working condition and order; (c) the Premises and Building Shell as delivered by Landlord originally constructed pursuant to Tenant (and after completion by Tenant of Landlord’s Plans complied with the Compliance Work as defined in the Work Letter) shall comply American’s with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the date of the issuance by the City of San Diego of the building permit for the Building Shell, except for such noncompliance as shall not have a material adverse effect on Tenant’s rights or obligations under this Lease Commencement Date. Subject or Tenant’s ability to use the Premises; and (d) there shall be no Hazardous Substances located in, on or about the Building or the Premises, except for such Hazardous Substances brought on the Premises or Project by Tenant pursuant to the provisions provision of Article 14. Landlord further warrants and covenants that as of the Work Letter, the costs incurred by Tenant to bring any portion date of the Premises into compliance issuance by the City of San Diego of the building permit for the Building Shell, Landlord’s Plans complied with any such laws in connection with Tenant’s construction of all applicable required building codes. Tenant Improvements, shall be the responsibility of notify Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following after Tenant becomes aware of any breach of the foregoing warranty and covenant; provided, however, Tenant shall have no recourse against Landlord for any breach of the foregoing warranty and covenant that could have been discovered by a visual inspection of the Premises and the public spaces located within the Building unless Tenant notifies Landlord of such breach within one hundred twenty (120) days after the Improvement Completion Date. With respect to the covenants and warranties in this Section 1.07, Landlord shall repair or replace the defective elements of the Building Shell or Building Systems at its own cost and not as an Operating Expense within thirty (30) days after Landlord receives notice of such defect from Tenant; provided, however, if by the nature of such correction more than thirty (30) days is required to effect such correction, Landlord shall not be in default hereunder if such correction is commenced within such thirty (30) days period and is diligently pursued to completion. So long as Landlord satisfies the covenant set forth in the preceding sentence, Tenant shall have no other remedy for the failure of the covenants and warranties set forth in this Section 1.07. Except as otherwise set forth in this Section 1.07, Landlord makes no representations and warranties regarding the condition of the improvements in the Premises or their fitness for Tenant’s delivery intended use. Landlord shall have no obligation to Landlord of a reasonably detailed invoice therefor provided that make any other improvements to the obligation of Landlord Premises and, to reimburse the maximum extent permitted by law, Tenant shall be as more particularly governed by hereby agrees to accept the Premises in their “as-is” condition. The foregoing provisions of this Section 1.07 shall not be deemed to diminish Landlord’s obligations to construct Landlord’s Work and Tenant’s Improvement Work as provided in the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord Letter or Landlord’s obligations to bring repair or restore the BuildingProject, or any portion thereofincluding the Premises, into compliance with any of the laws or regulations described as provided elsewhere in the immediately preceding sentence applicable to the Buildingthis Lease.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither Landlord nor any Tenant's taking possession of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for beneficial use in the conduct of Tenant’s businessits business therein shall be conclusive evidence that the Premises were in good order and satisfactory condition when Tenant took possession. No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or the Property (or to provide Tenant acknowledges with any credit or allowance for the same), and agrees that Tenant is relying solely upon Tenant’s own inspection no representation regarding the condition of the SitePremises or the Property, have been made by or on behalf of Landlord or relied upon by Tenant, except as stated in the Work Agreement attached hereto as Exhibit B. Provided Tenant has delivered to Landlord evidence reasonably satisfactory to Landlord that all insurance required to be carried by Tenant hereunder is effective, then, subject to the terms and conditions set forth below, Tenant and its consultants and contractors shall be permitted to enter the Building and the Premises during the ten (10) day period immediately preceding the Commencement Date (the "Pre-Occupancy Period") for the purpose of installing Tenant's voice and data cabling and wiring, furniture, fixtures and equipment in the Premises; provided that such access by Tenant during the Pre-Occupancy Period shall not interfere with, and Tenant is not relying on any representation or warranty from delay the Landlord regarding the Sitecompletion of, the Premises Tenant Work. Tenant shall not be required to pay any Base Rent or the Building, except as specifically set forth any other cost or charge in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving connection with its entry into the Premises are, or will be as during the Pre-Occupancy Period unless Tenant commences to undertake its business operations therein during the Pre-Occupancy Period. In connection with the undertaking of the Lease Commencement Date, any work by Tenant in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of during the Compliance Work as defined in the Work Letter) Pre-Occupancy Period, Tenant's contractors shall comply with all applicable laws reasonable rules and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and regulations promulgated by Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with the performance of work in the Building. Landlord shall determine, and give reasonable advance notice to Tenant of, the days and hours of the day during which Tenant’s construction 's contractors may undertake work in the Premises during the Pre-Occupancy Period in order to coordinate such schedules with those of the contractors and subcontractors performing portions of the Tenant Improvements pursuant Work, which schedule shall be subject to change by Landlord upon reasonable advance notice to Tenant. Any delay in Landlord's substantially completing the Tenant Work Letter which results from (i) Tenant's contractors' failure to abide by the terms of such schedule, or otherwise(ii) to bring the Premises, into compliance interference by Tenant's contractor(s) with the ADA or Title 24 as enacted contractors and/or subcontractors undertaking the Tenant Work shall constitute a Tenant Delay and in effect the Commencement Date shall be deemed to have occurred as of the Lease date the Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Date would have otherwise occurred but for such Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the BuildingDelay.

Condition of Premises. 13.1 Other Prior to the Sixth Amendment Commencement Date, Landlord shall retain a third party professional (reasonably approved by Tenant) to conduct an inspection of the mechanical, electrical and plumbing systems serving the Building to determine if any such mechanical, electrical and plumbing systems are either beyond their useful life or will then have a remaining useful life of fewer than 5 years (collectively, the “MEP Replacement Items”). When each existing MEP Replacement Item requires a capital repair or replacement during the Extended Term, as expressly stated mutually and reasonably agreed upon by Tenant and Landlord in this good faith, Landlord shall be solely responsible for the cost of the capital repair or replacement of such MEP Replacement Item (and with Landlord having the right to approve in its good faith reasonable discretion, the make, model, specifications, cost and contract, as applicable, for such MEP Replacement Item), which work of repair or replacement shall be addressed under the control and management of Tenant, and not included as part of Operating Costs. If Tenant elects to enter into any contract(s) for MEP Replacement Items (rather than have Landlord enter into such contract(s)), Landlord shall be named a third party beneficiary of such contract with the right to enforce all warranties. Once an MEP Replacement Item has been given a capital repair or been replaced pursuant to the immediately preceding sentence, and such MEP Replacement Item would thereafter have a remaining useful life of at least 5 years, any subsequent capital repair or replacement required of such MEP Replacement Item during the Term shall be performed as an Operating Cost, subject to the terms of Section 2.6 of the Original Lease. For avoidance of doubt, Landlord will continue to be able to include amortized Capital Costs in the calculation of Operating Costs, as permitted under Section 2.6 of the Original Lease, Tenant acknowledges that neither to the extent such Capital Costs relate to any capital repairs, improvements, alterations and replacements made by Landlord nor any of to the Landlord Parties have made any representation or warranty of any kind whatsoever Complex and are not with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seqan MEP Replacement Item.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than (A) Tenant acknowledges that Landlord has made no representations to Tenant with respect to the condition of the 40th Floor Premises and/or the 42nd Floor Premises. Tenant acknowledges that it is currently occupying the 40th Floor Premises and the 42nd Floor Premises and agrees to take the same "as expressly stated is" in this the condition existing on the date hereof (subject to any maintenance or repair or restoration obligations of Landlord under the Lease, as modified by this Amendment) and that, notwithstanding anything to the contrary contained in the Lease, as amended by this Amendment, Landlord shall have no obligation to perform any work, provide any work allowance or rent credit, alter, improve, decorate, or otherwise prepare the 40th Floor Premises and/or the 42nd Floor Premises for Tenant’s continued occupancy, except that (i) promptly following the date on which all occupants of the 41st Floor Premises shall vacate same, Landlord shall, at Landlord's expense, (x) remove the internal staircase connecting the 42nd Floor Premises to the 41st Floor Premises subject to the terms of this Paragraph 6 and (y) replace the floor slab, excluding, however, any restoration work with respect to the 42nd Floor Premises (other than replacing such floor slab) required in connection therewith (the work described in clauses (x) and (y) above, excluding any such restoration work, the "Staircase Work") and (ii) promptly following the date on which Tenant acknowledges gives Landlord notice that the Initial Alterations (as hereinafter defined) are substantially complete, and requests that Landlord commence such work, Landlord shall, at Landlord's expense, clean the perimeter induction units in the 42nd Floor Premises and seal and repair any broken windows therein (collectively, the "Post Initial Alterations Work"). It being agreed that neither Landlord nor Tenant shall have any of obligation to perform any restoration work required in the 41st Floor Premises. Landlord Parties have made any representation or warranty of any kind whatsoever with respect to shall perform the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building Post Initial Alterations Work and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth Staircase Work in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply accordance with all applicable laws and regulations, including, without limitation in a good and workmanlike manner. Tenant shall provide Landlord with access to the Americans With Disabilities Act 42nd Floor Premises and (42 U.S.C. Section 12101 et seq.) (“ADA”)if the 41st Floor Premises is vacated prior to the Effective Date, and all applicable codes relating Landlord commences the Staircase Work prior to restroom facilities the Effective Date) the 41st Floor Premises to enable Landlord to perform the Staircase Work and the Post Initial Alterations Work. Tenant shall cooperate with Landlord at by moving, and taking commercially reasonable steps to protect, Tenant's property to enable Landlord to perform the Staircase Work and the Post Initial Alterations Work. Landlord shall not be liable to Tenant for any loss or damage to Tenant's property occurring during the performance of the Staircase Work or the Post Initial Alterations Work, except to the extent arising as a result of Landlord’s sole cost 's negligence or willful misconduct. Landlord shall use commercially reasonable efforts to minimize interference with the conduct of Tenant's business during Business Hours on Business Days in the 42nd Floor Premises during the performance of the Staircase Work and expense, (without limiting the foregoing) agrees (i) to erect (around the area in which the Staircase Work will be responsible performed) temporary barriers and (ii) to perform all unreasonably loud or otherwise unreasonably disruptive portions of the Staircase Work during times other than Business Hours on Business Days. In the event that Landlord shall fail to complete the Staircase Work by the ninetieth (90th) day following the date on which Tenant gives Landlord notice that the 41st Floor Premises has been vacated by all occupants (including Tenant) which ninety (90) day period shall be extended by delays referred to in Section 25.01 of the Lease, then Tenant shall be entitled to a credit in the amount of Three Thousand Five Hundred Twelve Dollars and Forty-Eight Cents ($3,512.48) per day for all each day in the period from such ninetieth (90th) day (as may be extended as aforesaid) until the date on which the Staircase Work is Substantially Complete (as hereinafter defined). The term "Substantial Completion" or words of similar import shall mean that the applicable work has been substantially completed in accordance with the applicable plans and costs incurred specifications, if any, it being agreed that (whether i) such work shall be deemed substantially complete notwithstanding the fact that minor or insubstantial details of construction or demolition, mechanical adjustment or decorative items remain to be performed, (ii) with respect to work that is being performed in connection the Premises, such work shall be deemed substantially complete only if the incomplete elements thereof do not interfere materially with Tenant’s 's use and occupancy of the Premises for the conduct of business, or delay or materially interfere with the completion of the construction of the Initial Alterations and (iii) with respect to any delays caused by Long Lead Work or Tenant Improvements pursuant Work Delays, the applicable work shall be deemed substantially completed (as such terms are hereinafter defined) upon the date such work would have been completed but for such delays. The term "Long Lead Work" shall mean any item which is not a stock item and must be specially manufactured, fabricated or installed or is of such an unusual, delicate or fragile nature that there is a substantial risk that (i) there will be a delay in its manufacture, fabrication, delivery or installation, or (ii) after delivery of such item will need to be reshipped or redelivered or repaired so that, in Landlord's reasonable judgment, the item in question cannot be completed when the standard items are completed even though the items of Long Lead Work Letter or otherwisein question are (1) to bring the Premises, into compliance ordered together with the ADA other items required and (2) installed or Title 24 as enacted performed (after the manufacture or fabrication thereof) in order and sequence that such Long Lead Work and other items are normally installed or performed in effect as accordance with good construction practice. In addition, Long Lead Work shall include any standard item, which in accordance with good construction practice should be completed after the completion of any item of work in the nature of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations items described in the immediately preceding sentence applicable to sentence. The term "Tenant Work Delays" shall mean act or omissions of Tenant or its agents or employees that in fact delay Landlord in the Buildingperformance of the work in question.

Condition of Premises. 13.1 Other than as expressly stated a. Tenant shall construct improvements to the Premises (the “Tenant Improvements”) in this Lease, Tenant acknowledges that neither Landlord nor any substantial conformity with the plans and outline specifications of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect plan to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Lease, including, without limitation, any representation or warranty as to the physical condition, design or layout of the Site, the Building and the Premises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements prepared pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter (the “Work Letter”) attached hereto as Exhibit B. Landlord shall provide Tenant with a one-time tenant improvement allowance in the amount of $100.00 per rentable square foot of the Expansion Premises (i.e. $1,208,500.00) (the “Expansion Premises Allowance”) and $30.00 per rentable square foot of the Existing Premises (i.e. $571,080) (the “Existing Premises Allowance” and, together with the Expansion Premises Allowance, the “Tenant Improvement Allowance”) for the costs incurred relating to the Tenant Improvements. The Expansion Premises Allowance shall only be used for the costs relating to the Tenant Improvements in the Expansion Premises. The Existing Premises Allowance may be used for the costs relating to the Tenant Improvements in the Existing Premises and/or the Expansion Premises, in Tenant’s sole discretion. In no event shall Landlord be obligated to contribute toward the cost of the Tenant Improvements which are not agreed upon by Landlord or a total amount which exceeds the Tenant to bring any Improvement Allowance. Any portion of the Premises into compliance with any such laws in connection with Tenant’s construction Tenant Improvement Allowance which has not been expended and requested from Landlord pursuant to the terms of Tenant ImprovementsSection 2 of the Work Letter by April 30, 2020 shall be forfeited. Subject to Section 5(b) below, Tenant shall be responsible for any costs incurred to make the responsibility Existing Premises compliant under any applicable codes or Applicable Laws, as a result of Landlord the Tenant Improvements and Landlord shall reimburse Tenant be responsible for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring make the BuildingBuilding (except for the Existing Premises) compliant under any applicable codes or Applicable Laws, or any portion thereof, into compliance with any as a result of the laws or regulations described in the immediately preceding sentence applicable to the BuildingTenant Improvements.

Condition of Premises. 13.1 Other than Landlord is leasing the Premises to Tenant “as expressly stated in this Leaseis”, Tenant acknowledges that neither Landlord nor without any obligation to alter, remodel, improve, repair or decorate any part of the Landlord Parties have made Premises and without any representation express or warranty implied representations or warranties of any kind whatsoever with respect to the Site, the Premises and/or the Building or with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically set forth in this Leasekind, including, without limitation, any representation or warranty as to regarding the physical condition, design or layout condition of the SitePremises, the Building and or the Premises. Notwithstanding Project or the foregoingsuitability of any of the foregoing for the conduct of Tenant’s business, except that Landlord expressly represents and warrants that all shall deliver the Building Systems serving the Premises arein good working condition (and with the roof of the Building in watertight condition). If it is determined that the Building Systems serving the Premises were not in good working condition, or will be that the roof of the Building was not in watertight condition, as of the Lease Commencement Date, Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall perform such work or take such other action as may be necessary to place the Building Systems in good working condition and place the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant roof of the Compliance Work as defined Building in watertight condition. In addition, Landlord, at no cost to Tenant, shall repair (a) any defect in the Work LetterBuilding Systems of which Tenant gives Landlord written notice within six (6) shall comply with all applicable laws and regulations, including, without limitation months after the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”)Commencement Date, and all applicable codes relating to restroom facilities and (b) any defect in the roof of the Building that renders the roof not watertight of which Tenant gives Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred written notice within six (whether in connection with Tenant’s construction of 6) months after the Commencement Date. Tenant shall cause the Tenant Improvements pursuant to be completed in accordance with the Tenant Improvement Agreement attached as Exhibit C. Tenant agrees and acknowledges that the Commencement Date shall not be delayed as a result of any delays which may occur in the completion of any improvements to the Work Letter or otherwise) to bring interior of the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises into compliance with any such laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence applicable to the Building.

Condition of Premises. 13.1 Other than as expressly stated in this LeasePrior to March 15, Tenant acknowledges that neither 2000, Landlord nor any shall substantially complete the work of the Landlord Parties have made any representation or warranty of any kind whatsoever with respect to the Site, remodeling the Premises and/or which is identified and described on Exhibit D attached hereto. If the Building or cost of such work is less than $1,021,555, then the Base Rent shall be adjusted in accordance with respect to the suitability of either for the conduct of Tenant’s business. Tenant acknowledges and agrees that Tenant is relying solely upon Tenant’s own inspection of the Site, the Building and the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except as specifically formula set forth in this Leasesection 1.8.2, including, without limitation, any representation or warranty as above. If Tenant requests changes to the physical condition, design or layout of work that increase the Site, the Building and the Premises. Notwithstanding the foregoingcost thereof, Landlord expressly represents shall not be obligated to accommodate such changes unless Tenant pays the amount of increased costs in advance. All such work shall be done in a good and warrants that workmanlike manner in compliance with all Building Systems serving the Premises arebuilding codes and regulations. Upon substantial completion, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined shall be in the Work Letter) shall comply compliance with all applicable laws codes, laws, rules and regulationsordinances, including, including without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”)Act. Except as specifically provided above, Landlord shall not be required to perform any improvements or to rework, remodel or recondition the Premises in any manner whatsoever for Tenant's use and all applicable codes relating occupancy thereof. Tenant's taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that they are in satisfactory condition except for any punch list of unsatisfactory items of which Tenant gives written notice to restroom facilities Landlord within 30 days after the Commencement Date and except for latent defects. Punch list items shall be corrected or repaired by Landlord in a timely manner. Latent defects shall be corrected or repaired by Landlord promptly after Tenant's notice to Landlord of Tenant's discovery thereof. Tenant, at Landlord’s Tenant's sole cost and expense, will be responsible for shall perform all other alterations, improvements and other work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant necessary to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of prepare the Premises into compliance with any for Tenant's use. All such laws in connection with Tenant’s construction of Tenant Improvements, work shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (30) days following Tenant’s delivery to Landlord of a reasonably detailed invoice therefor provided that the obligation of Landlord to reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance done in accordance with any of the laws or regulations described in the immediately preceding sentence applicable to the Buildingsection 13 below.