Common use of Landlord’s Work Clause in Contracts

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date).

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, XxxxxxxxLandlord's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx Tenant as of the Commencement Date).

Landlord’s Work. Landlord shall deliver the Premises to Tenant in the configuration depicted in the plan attached hereto as Exhibit B (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises excluding work identified in Exhibit B to be constructed and/or installed performed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseTenant). Landlord shall use commercially reasonable efforts to "Substantially Complete" perform the following work in the Premises at Landlord's Work not later than ________, 20________ ’s sole cost and expense (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of “Landlord's Work shall certify in writing to Landlord that: ’s Work”): (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with re-paint the approved plans and specifications therefor, if anyPremises; and (ii) a temporary or permanent certificate re-carpet the Premises. At the direction of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingTenant, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventand at Tenant’s sole cost and expense, Landlord shall use commercially reasonable efforts paint select locations of the Premises, as determined by Landlord, with “IdeaPaint.” Subject to Substantially Complete obtaining the Landlord's ’s consent in accordance with Article IX, Tenant may, at Tenant’s sole cost and expense, perform the following additional work, to be performed by a contractor approved by Landlord (the “Tenant’s Work”): (i) install new doors; (ii) install additional lighting; (iii) install marker wallpaper; and (iv) install additional cabling. Tenant’s Work as soon as possible thereaftershall be considered “alterations” for purposes of this Lease and shall be subject to the provisions of Article IX. Landlord shall use commercially reasonable efforts to substantially complete the Landlord’s Work by December 16, 2018. Landlord shall use reasonable efforts to notify Tenant, orally or in writing, of any portions circumstances of which Landlord is aware that have caused or aspects of Landlord's Work which shall be incomplete as may cause a delay in the substantial completion of the date of Substantial Completion of Landlord's Work as soon as possible thereafter’s Work. Notwithstanding anything to the contrary set forth elsewhere in this leaseherein, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's ’s Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence become part of the Commencement Date (Premises and shall become the property of Landlord and remain upon the Premises as such date is set forth in Paragraph 1.3 of this lease) a part thereof upon the expiration or to the effectiveness of any earlier termination of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Lease Term.

Landlord’s Work. Landlord shall construct the base-building elements of the Building (a) For purposes of this leasethe "Base Building Work"), the sitework on the Land, and the parking structure and surface parking areas on the Land, all in accordance with the Design Specifications attached hereto as Schedule I (collectively, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation All of Landlord's Work shall certify be performed in writing a good and workmanlike manner, in accordance with plans and specifications ("Landlord's Plans") mutually approved by Landlord and Tenant. Tenant's approval of Landlord's Plans shall not be unreasonably withheld, conditioned or delayed, and Tenant shall not be entitled to condition its approval of Landlord's Plans upon the inclusion therein of any design specifications that are inconsistent with the Design Specifications attached hereto as Schedule I (including requiring a higher performance standard than any performance standard expressly set forth in Schedule I). Tenant shall respond to any request for approval of Landlord's Plans, or any portion or progress set thereof, or any modifications thereto, as promptly as reasonably possible and in any event within ten (10) business days in the case of the original complete set of Landlord's Plans and any structural modifications thereto and within two (2) business days in the case of any nonstructural modifications to Landlord's Plans, and Tenant's failure to respond within such time periods shall be referred to herein and in the Lease as a "Tenant Delay." In the event Tenant disapproves Landlord's Plans or any portion thereof or any modifications thereto, Tenant's notice of disapproval shall specify in detail the reasonable basis for such disapproval. Landlord that: shall promptly make such revisions to Landlord's Plans as may be necessary to address Tenant's reasonable objections, and shall resubmit Landlord's Plans to Tenant for Tenant's approval. Tenant shall review such revised plans as promptly as reasonably possible and notify Landlord whether Tenant approves or reasonably disapproves Landlord's Plans as modified. This process shall be repeated, if necessary, until Tenant's reasonable objections to Landlord's Plans have been addressed and Tenant has approved Landlord's Plans. After approval of Landlord's Plans, Tenant shall have the right to initiate changes to Landlord's Plans or Landlord's Work, subject to (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforapproval of any such proposed change, if any; which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) Landlord's and Tenant's mutual agreement concerning (and execution of a temporary change order or permanent certificate other written confirmation of) (A) any net increase in design or construction costs resulting from such change, all of occupancy has been issued which increased costs shall be borne solely by Tenant, and (B) any delay such change will cause in the governmental authority having jurisdiction with respect to completion of Landlord's Work or the governmental authority having jurisdiction achievement of any milestone date(s), which delay shall not extend the Lease Commencement Date or the commencement of Tenant's rental obligations under the Lease (but shall appropriately extend any affected milestone date(s)) and shall be deemed a "Tenant Delay" for purposes hereof and of the Lease. Landlord shall be responsible for causing Landlord's Work to comply with all applicable legal requirements, including (without limitation) requirements of building codes, environmental laws and the Americans with Disabilities Act, and Landlord shall indemnify Tenant and hold it harmless with respect to any loss, cost, damage or liability resulting from Landlord's Work has otherwise evidenced its approval breach of Landlord's this obligation (which indemnification shall survive the expiration or termination of the Lease). In constructing the Base Building Work. , Landlord shall have no liability whatsoever perform and install all work and materials designated "Base Building" in Schedule II attached hereto. In performing the Base Building Work, Landlord shall use best efforts to Tenant achieve the milestone dates set forth in Schedule III attached hereto. In the event that Landlord fails to achieve any of said milestone dates, except to the extent such failure is caused by any Tenant Delay, the December 29, 1995 date set forth in Section 3.2 of the Lease shall fail be extended by one (1) day for any reason whatsoever to Substantially Complete Landlord's Work on or before each day of delay in achieving the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith)milestone date; provided, however, that such extension shall not occur if (and then only to the extent) Landlord and Tenant mutually agree and acknowledge in such event, Landlord shall writing that the completion of the Tenant Work (as defined below) was not delayed by reason of the delay in achieving Landlord's milestone date. Tenant agrees to use commercially good faith reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. counter the effect of any delay by Landlord shall use commercially reasonable efforts to complete in achieving any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this leasemilestone date; however, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed obligated to expend any additional amounts in such efforts (e.g., by employing overtime labor) unless Landlord agrees in advance to bear any way to constitute a condition precedent to the occurrence of the Commencement Date incremental cost associated with such efforts (as whether or not such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Dateefforts are ultimately successful).

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements Prior to the demised premises to be constructed and/or installed by execution of the Lease, Landlord and Tenant have approved the detailed description of base, shell and core work for the Phase I Premises and Phase II Premises attached hereto as Exhibit B-1 (the “Base, Shell and Core Description”). Based upon and in accordance conformity with the terms Base Shell and conditions of this leaseCore Description, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts cause its architect and engineers, at Landlord’s sole cost and expense, to "Substantially Complete" the Landlord's Work not later than ________prepare and deliver to Tenant, 20________ (the "Substantial Completion Target Date"). For purposes of this leasefor Tenant’s approval, Xxxxxxxx's Work detailed specifications and engineered working drawings in CAD format, which shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includinginclude, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for any damages that the Phase I Work (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of the Base Building Working Drawings, Tenant may suffer as a result thereof and Landlord shall approve or in connection therewith)disapprove the same, which approval shall not be unreasonably withheld; provided, however, in that Tenant may only disapprove the Base Building Working Drawings to the extent such eventBase Building Working Drawings are inconsistent with the Base, Shell and Core Description and only if Tenant delivers notice thereof to Landlord within such seven (7) day period. If any specific changes proposed by Tenant to rectify any inconsistencies with the Base, Shell and Core Description are timely and properly proposed by Tenant, Landlord shall use commercially reasonable efforts cause its architect and engineers to Substantially Complete revise the Base Building Working Drawings to incorporate such revisions and submit the same for Tenant’s approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Base Building Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord's Work ’s and Tenant’s approval of the Base Building Working Drawings, the same shall be referred to as soon as possible thereafterthe “Approved Working Drawings for Landlord’s Phase I Work”. Based upon and in conformity with the Base, Shell and Core Description, Landlord shall use commercially reasonable efforts cause its architect and engineers, at Landlord’s sole cost and expense, to complete any portions or aspects of Landlord's Work prepare and deliver to Tenant, for Tenant’s approval, detailed specifications and engineered working drawings in CAD format, which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (includinginclude, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the commencement Phase II Work (the “Phase II Base Building Working Drawings”) by no later than October 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of the obligation Phase II Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the same, which approval shall not be unreasonably withheld; provided, however, that Tenant may only disapprove the Phase II Base Building Working Drawings to pay Rent the extent such Phase II Base Building Working Drawings are inconsistent with the Base, Shell and Core Description and only if Tenant delivers notice thereof to Landlord within such seven (7) day period. If any specific changes proposed by Xxxxxx as Tenant to rectify any inconsistencies with the Base, Shell and Core Description are timely and properly proposed by Tenant, Landlord shall cause its architect and engineers to revise the Phase II Base Building Working Drawings to incorporate such revisions and submit the same for Tenant’s approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Phase II Base Building Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord’s and Tenant’s approval of the Commencement Date)Phase II Base Building Working Drawings, the same shall be referred to as the “Approved Working Drawings for Landlord’s Phase II Work”. The improvements shown on the Approved Working Drawings for Landlord’s Phase I Work and the Approved Working Drawings for Landlord’s Phase II Work are hereby collectively referred to as “Landlord’s Work”. The Approved Working Drawings for Landlord’s Phase I Work and the Approved Working Drawings for Landlord’s Phase II Work are sometimes collectively referred to herein as the “Approved Working Drawings for Landlord’s Work”.

Landlord’s Work. (a) For purposes A. Subject to the provisions of this leaseExhibit B-1, "Landlord's Work" means, collectivelyat Landlord’s sole cost and expense, shall obtain all permits and approvals necessary in connection with, and perform, the alterations and improvements base building work (“Landlord’s Work”) as defined in the Base Building Specifications (“Base Building Specifications”) attached hereto as Exhibit B-2. Subject to delays due to Force Majeure (as defined in Section 6.1 of the demised premises Lease) or attributable to be constructed and/or installed a Tenant Delay (as hereinafter defined), Landlord shall use reasonable efforts to substantially complete (as defined below) the Landlord’s Work (other than the Remaining Landlord’s Work (as defined below)) by the Estimated Commencement Date, but Tenant shall have no claim against Landlord for failure so to complete construction of Landlord’s Work, except as expressly set forth in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseSection 1.1 below. Landlord shall use commercially reasonable efforts have the right to "Substantially Complete" immediately cease performance of the Landlord's ’s Work not later than ________if an Event of Default occurs for so long as the same remains uncured. Landlord shall promptly apply for and obtain all permits and approvals required for Landlord’s Work and promptly thereafter commence Landlord’s Work and diligently prosecute the same to substantial completion, 20________ (the "Substantial Completion Target Date")subject only to Force Majeure and Tenant Delay. For purposes of this lease, Xxxxxxxx's Landlord’s Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify performed in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects a good and workmanlike manner substantially in accordance with the approved plans Base Building Specifications and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction in accordance with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workall applicable Legal Requirements. Landlord shall have no liability whatsoever to Tenant not materially modify or materially vary from the Base Building Specifications without Tenant’s prior written consent in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingeach instance, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord consent shall not be deemed in any way to constitute a condition precedent to unreasonably withheld, conditioned or delayed. Xxxxxxxx’s tentative schedule for the occurrence performance of Landlord’s Work is attached hereto as Exhibit I. Landlord shall keep Tenant reasonably informed of the Commencement Date (as such date is set forth in Paragraph 1.3 status of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Landlord’s Work.

Landlord’s Work. Following execution of this Lease by Landlord and --------------- Tenant, Landlord shall cause the Premises to be built-out and delivered to Tenant in accordance with working drawings, plans, and specifications for the Premises prepared by Facility Solutions, based on a scope of work and specifications supplied by Tenant. The build-out of the Premises shall be completed by Landlord's Contractor, or such other contractor selected by Landlord and approved by Tenant without unreasonably withholding such approval, in a good and workmanlike manner. Subcontracting work shall be competitively bid to three subcontractors. Tenant shall have the ability to recommend subcontractors, and Landlord shall not unreasonably withhold its consent to submitting bids to such recommended subcontractors. The working drawings, plans, and specifications for Landlord's Work shall be those attached hereto, or if no such working drawings, plans, and specifications are attached, then, (a) For purposes within five (5) business days after execution of this leaseLease, Tenant shall provide Landlord with sufficient information concerning the scope of work and specifications to enable Landlord to prepare working drawings, plans, and specifications for the build-out of the Premises, and (b) Landlord and Tenant shall, within fifteen days after the date that Landlord submits such working drawings, plans, and specifications to Tenant for Tenant's approval, mutually approve such working drawings, plans, and specifications ("Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this leaseIf Landlord and Tenant have not agreed on such working drawings, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of plans, and specifications within 15 days following Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans delivery of working drawings, plans, and specifications thereforto Tenant, then Landlord may, at its election, terminate this Lease upon 15 days written notice to Tenant, if any; the parties are still unable to agree on working drawings, plans, and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in specifications during such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter15 day period. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date).contained herein:

Landlord’s Work. Landlord will make certain improvements to the Premises (athe “Landlord’s Work”) For as set forth on the Space Plan and that Landlord Work Exhibit attached hereto as Schedule 1 (collectively, the “Plan”) and previously approved by Tenant. As noted in Schedule 1, certain items of Landlord’s Work shall be performed at the cost and expense of Landlord and certain items of Landlord’s Work shall be performed by Landlord and Tenant shall reimburse Landlord therefor upon demand. Should said Plan or any part of Landlord’s Work require the preparation or development of additional plans or specifications, then Tenant shall have five (5) business days from Landlord’s submission of such additional plans or specifications to Tenant to approve or disapprove the same. Tenant’s failure to so approve or disapprove within such five (5) business day period shall constitute a Tenant Delay (as defined herein) and, at Landlord’s election, be deemed Xxxxxx’s approval thereof. Tenant’s disapproval of such plans and specifications shall specifically identify the nature of such disapproval. Landlord shall then have such plans and specifications amended to incorporate those items specified in Tenant’s disapproval to which Xxxxxxxx agrees. Tenant’s approval of such plans and specifications shall not be unreasonably withheld, conditioned or delayed. Landlord and Tenant shall diligently work together in good faith to agree upon such plans and specifications, it being agreed that Tenant shall have no right to request that such plans and specifications be revised to reflect any work which is not contemplated on Schedule 1 attached hereto except pursuant to Section 4 below. Upon approval, or deemed approval, of such additional plans and specifications the same shall be deemed the “Plan” for the purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseWork Letter. Landlord shall perform Landlord’s Work using building standard materials, quantities and procedures then in use commercially reasonable efforts to "Substantially Complete" the by Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Landlord’s Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: specifically exclude (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; installation of furniture and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's any work included in Tenant’s Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date).

Landlord’s Work. Except as otherwise provided herein, Landlord shall pay the aggregate cost of Landlord’s Work and Tenant shall pay the Initial Excess as increased or decreased, as the case may be, by any aggregate net increase or decrease in the cost of Landlord’s Work resulting from any and all Changes approved or deemed approved by Tenant hereunder (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations “Landlord’s Work Excess”), plus the cost of all work other than Landlord’s Work and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor’s Additional Work, if any; , which Tenant may elect to do in order to make the Expansion Space ready for Tenant’s occupancy and (ii) a temporary or permanent certificate of occupancy which has been issued approved by Landlord pursuant to Paragraph 6E below. Tenant shall pay the Landlord’s Work Excess as provided in Xxxxxxxxx 0X xxxxx, and Tenant shall pay the cost of such other work, if any, directly to the persons or entities performing such other work. The “cost of Landlord’s Work” as used in this Workletter shall include all costs incurred by Landlord to plan, design and perform Landlord’s Work as specified by the governmental authority having jurisdiction with respect to Landlord's Work Tenant Plans and any approved (or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for deemed approved) revisions thereof (including any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingChange), without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, including without limitation, the commencement fees and charges of Landlord’s Architect, Landlord’s Engineer and Landlord’s Contractor, all permit and inspection fees and charges, and any costs incurred by or charged to Landlord for (i) unforeseen field conditions, (ii) substitution of materials or finishes due to the unavailability of materials or finishes specified in the Tenant Plans (as revised) that would materially delay substantial completion of Landlord’s Work, (iii) necessary modification of any portions of the obligation Building or its systems to pay Rent by Xxxxxx as accommodate Landlord’s Work, and (iv) any Change to comply with applicable laws, regulations, codes or ordinances and/or the requirements of the Commencement Date)any building inspector with jurisdiction over Landlord’s Work.

Landlord’s Work. (a) For purposes In relation to the construction of this lease, "Landlord's Work" means, collectivelyimprovements and alterations at the Premises prior to Tenant’s occupancy thereof, the alterations “Landlord’s Work” shall be that work set form on the concept plan and improvements to narrative attached as Schedule I hereto (together, the demised premises to be constructed and/or installed by “Scope of Work”), which Landlord shall construct at Landlord’s cost and expense in accordance with the terms and conditions provisions of this leaseExhibit B (the “Work Letter”) and this Lease, but which shall not include furnishings, equipment or any data/telecommunications cabling, wiring or systems required by Tenant for the Premises (collectively, “Tenant’s Tel/Data Work”). Tenant shall contract with its vendors and contractors directly for the performance of the Tenant’s Tel/Data Work and shall be entirely responsible for the costs incurred in connection therewith and for all costs of Tenant’s furnishings or equipment As part of the Landlord’s Work, prior to Tenant’s occupancy of the Premises, Landlord shall, at Landlord’s cost and expense, (a) provide a new HVAC system for the Premises, (b) remove all existing telephone and data cabling, and (c) demise the Premises. In addition, as more particularly described part of the Landlord’s Work, prior to Tenant’s occupancy of the Premises, Landlord shall, at Landlord’s cost and expense, perform alterations to the island located in Exhibit ________ attached the portion of the parking area that serves the loading docks that serve the Building pursuant to Section 6 of this Work Letter. For the purposes of this Lease, the “Tenant Improvements” shall mean, collectively, all aspects of the Landlord’s Work and hereby made Tenant’s Tel/Data Work with the exception of any aspects thereof that constitute a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ Building Structure (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work which Building Structure shall be deemed to be "Substantially Complete" as of include the date on which new HVAC system serving the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx Premises as of the Commencement Date, but not any supplemental HVAC unit that may serve the Premises or be installed by Landlord or Tenant to exclusively serve the Premises or any portion thereof from time to time).

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance Commencing with the terms and conditions of this lease, Expansion Premises in its “as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" is” condition as of the date hereof, Landlord or its designated contractor shall install in the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord (the “Landlord’s Work”). Landlord shall not be obligated to provide any improvements other than the Landlord’s Work. Landlord or its contractor shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost of Landlord’s Work for Landlord’s construction management services) incurred in connection with the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements included in the Landlord’s Work, as well as certain “permissible soft costs” directly associated with the preparation and installation of the Landlord’s Work (which “soft costs” shall be limited to the preparation of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if shown as a component of the general conditions on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (iinvoice) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewithutilities consumed during construction); provided, however, that in no event shall Tenant be permitted to apply an amount in excess of 10% of the total Construction Allowance towards such eventpermissible soft costs. Tenant shall not receive any credit, cash or otherwise, for any unused portion of the Construction Allowance. After plans have been produced as set forth below, Landlord shall use commercially reasonable efforts (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his or her input on the same, and (c) shall make the selection of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to Substantially Complete herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord's ’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as soon as possible thereafter. the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall use commercially reasonable efforts to complete any portions or aspects pay one hundred percent (100%) of Landlord's Work ’s reasonable estimate of those costs and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within ten (10) days after Tenant receives a xxxx therefor. All amounts payable pursuant to this Exhibit by Tenant shall be incomplete as considered Additional Rent and are subject to the provisions of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Lease.

Landlord’s Work. Landlord has agreed to make the following improvements to the Building: (a) For purposes upgrade the Building’s fire alarm panel, including horns and strobes; (b) construct an ADA-accessible ramp at the Building entrance, if required by law; and (c) upgrade any Building amenities that do not currently comply with the building or fire code (“Landlord’s Work”). In no event shall Landlord’s Work include any code compliance associated with Tenant’s specific use of this lease, "Landlord's Work" means, collectively, the alterations and Premises or necessitated by Tenant’s improvements to the demised premises Premises, provided that if Tenant is unable to be constructed and/or installed by Landlord in accordance secure a permit or proceed with its improvements to the Premises because of any noncompliance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor building or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete fire code as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this leaseAmendment and not caused by Tenant, Tenant hereby then Landlord acknowledges and agrees that Landlord shall be responsible, at its own cost and expense, for promptly curing such noncompliance Landlord shall use “building standard” materials applicable to the Project. Any upgrades requested by Tenant of Landlord’s Work beyond “building standard” shall be at Tenant’s sole cost and expense, chargeable to Tenant as additional rent. In no event may Tenant interfere with the pace or performance of Landlord’s Work, or cause any delay to the construction and/or installation schedule. Additional costs to Landlord resulting from such interference and delay shall be payable by Tenant as additional rent. The provisions of Landlord's Work by this Paragraph 5 shall supersede any other improvement allowances (except the Allowance described in Paragraph 4 of this Amendment), Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is build-out obligations, and reimbursements previously set forth in Paragraph 1.3 the Lease, Landlord’s performance obligations having been satisfied with respect thereto. Landlord shall be responsible for ensuring that the Common Areas comply with the requirements of this lease) or to the effectiveness of any Title III of the agreements Americans with Disabilities Act of 1990 (42 U.S.C. 12181, et seq., The Provisions Governing Public Accommodations and Services Operated by Private Entities), and all regulations promulgated thereunder, and all amendments, revisions or obligations modifications thereto now or hereafter adopted or in effect in connection therewith, or any other similar Laws (hereinafter collectively referred to as the “ADA”), and to take such actions and make such alterations and improvements as are necessary for such compliance. The cost of Tenant set forth such compliance shall be included in this lease with respect to the demised premises (including, without limitation, the commencement Operating Expenses of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Project.

Landlord’s Work. Landlord shall perform improvements (athe “Landlord’s Work”) For purposes of this lease, "Landlord's Work" means, collectively, in the alterations and improvements to the demised premises to be constructed and/or installed by Landlord Premises in accordance with the terms attached Work Letter and conditions of this leaseall such improvements shall be in compliance with all applicable laws, as more particularly described in Exhibit ________ attached to codes and hereby made a part of this leaseregulations. Landlord shall use commercially reasonable efforts to "Substantially Complete" engage The Richmond Group as the Landlord's general contractor for the performance of the tenant improvements in the Work not later than ________, 20________ Letter that are identified with an “X” in the column labeled “Tenant” (the "Substantial Completion Target Date"‘‘Tenant Items”). The items on the Work Letter that are identified with an “X” in the column labeled “Landlord” shall be performed by Landlord at Landlord’s sole cost and expense with contractors chosen at Landlord’s sole and absolute discretion. All costs for the Tenant Items in the Work Letter shall be paid solely with funds from the TI Allowance (defined below). Notwithstanding anything herein to the contrary, Landlord shall not be required to spend more than the TI Allowance (defined below) for the Tenant Items and any cost of the portions of Landlord’s Work that are Tenant Items which are in excess of the TI Allowance shall be paid by Tenant. For purposes of this leaseLease, Xxxxxxxx's “substantial completion” of Landlord’s Work shall be deemed to occur when the Premises are ready for Tenant’ occupancy except for minor items which do not cause material interference with Tenant’s use and occupancy of the Premises with Landlord having obtained a certificate of occupancy for the Premises. If substantial completion of Landlord’s Work is delayed by a Tenant Delay, then substantial completion shall be "Substantially Complete" as of deemed to occur on the date on which the general contractor or Landlord’s Work in the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has Premises would have been substantially completed but for the occurrence of any Tenant Delay. As used herein, a “Tenant Delay” shall mean each day of delay in the performance of the Landlord’s Work that occurs (a) because of Tenant’s failure to timely deliver or approve any required documentation such as any design or space plans (it being agreed that Tenant shall have a reasonable time to review and comment on any such design or space plan, which reasonable time shall be no less than five (5) business days), (b) because of any change by Tenant to any design or space plans after the same have been approved as final by Tenant in writing, or (c) because Tenant or its employees, agents, or contractors otherwise delay completion of the Landlord’s Work. On or before October 15 2018, Tenant’s architect shall deliver all material respects substantially in accordance with plans, drawings, narratives and other materials required for submission of a TAA to Massport. For avoidance of doubt, Tenant’s failure to cause its architect to delivery such plans by such date shall be a Tenant Delay. In the approved plans event Tenant does not spend the entire TI Allowance, all remaining TI Allowance funds shall remain property of Landlord. Tenant shall not be obligated to pay any charge for the use of the building services (including, but not limited to, parking, freight elevators, loading docks, air handling capacity, utilization of the building chases for ducting purposes, and specifications therefor, if any; and (iielectricity) a temporary or permanent certificate during construction of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's ’s Work or during Tenant’s move into the governmental authority having jurisdiction with respect Premises. The loading dock which may be used by Tenant during the Term shall be identified on a ground floor plan to Landlord's Work has otherwise evidenced its approval of Landlord's Workbe attached hereto as Exhibit A-1. Landlord shall have no liability whatsoever provide for Tenant’s exclusive use a generator with an output not to Tenant in the event that exceed 250kW. Landlord shall fail for contribute an amount not to exceed $50,000 towards the generator costs, which shall include but are not limited to the procurement and installation of the generator and transfer switch (collectively, the “Generator Installation Costs”), but shall exclude any reason whatsoever costs related to Substantially Complete Landlord's Work on or before any dunnage installation to the Substantial Completion Target Date Building necessary to install the generator (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewiththe “Generator Dunnage Costs”); provided, however, in such event, Landlord . The Generator Dunnage Costs shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects be the sole responsibility of Landlord's Work which . All Generator Installation Costs in excess of Landlord’s $50,000 contribution, exclusive of the Generator Dunnage Costs, shall be incomplete as borne by Tenant. In addition, Tenant shall have the right, subject to Article 6.2.4, to install HVAC equipment, antennas and satellite dishes on the roof or other part of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Building.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, Landlord shall construct and do such other work (collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord “Landlord’s Work”) in accordance substantial conformity with the terms plans and conditions outline specifications of this leasethe plans prepared by and dated , as more particularly described in Exhibit ________ which will be attached to and hereby hereto, made a part of this leasehereof and collectively marked as Exhibit “C-1”. Landlord shall use commercially reasonable efforts to "Substantially Complete" only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord's ’s Work not later than ________, 20________ (in excess of the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work Landlord Allowance shall be deemed borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be "Substantially Complete" as of the date on which the general contractor or the architect employed incurred by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)overtime labor.

Landlord’s Work. The term “Landlord’s Work” shall mean the obligation for Landlord (ai) For purposes to deliver each Phase Premises to Tenant on the Delivery Date (herein defined) and (ii) to provide Tenant with Building standard blinds for each Phase Premises at Landlord’s cost (which window blinds shall be installed by Tenant as part of this leasethe Initial Tenant Work and not as part of Landlord’s Work). The “Delivery Date” with respect to each Phase Premises shall mean the date on which such Phase Premises are delivered to Tenant (i) in broom clean condition, "Landlord's Work" meansfree of other occupants and tenants and their personal property, collectively, except (x) all existing cabling in the alterations Initial Premises and improvements (y) the furniture existing in the Initial Premises as of the date that Landlord granted Tenant access to the demised premises Initial Premises pursuant to be constructed and/or installed by Landlord in accordance with the terms and conditions that certain License Agreement between them dated as of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than _____July ___, 20________ 2019 (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work “Existing Furniture,” which shall be deemed conveyed to be "Substantially Complete" Tenant pursuant to a separate Bill of Sale in the form attached hereto as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforSchedule C-1), if any; and (ii) with all Base Building systems serving such Phase Premises in good working order and condition. Notwithstanding anything herein to the contrary, Landlord agrees to and shall be responsible for removing all existing cabling in each Phase Premises other than the existing cabling in the Initial Premises prior to the applicable Term Commencement Date with respect to each Phase Premises other than the Initial Premises. As of the Effective Date, Landlord has not received any written notice that the Building, including without limitation the existing internal stairwells, or the Common Areas are in violation of applicable Laws (including the Americans with Disabilities Act). To the extent required in order for Tenant to obtain a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventPhase Premises, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete correct any portions or aspects of Landlord's Work which shall be incomplete as non- compliance of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything Common Areas with applicable Laws, except to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges extent such non-compliance is triggered by Tenant’s particular use (and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this leasejust general office use) or to the effectiveness any improvements performed by or on behalf of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Tenant.

Landlord’s Work. 47. (a) For purposes Tenant has examined and agrees to accept the leased Premises in their existing condition and state of repair and understands that no work is to be performed by Landlord, except that Landlord's designated, wholly owned affiliate Emerald City Construction Corp., with reasonable dispatch, subject to delay by causes beyond its control or by the action or inaction of Tenant, shall perform the following work at Landlord's expense, subject to the provisions of (b), below: Landlord shall perform work in the Premises in a building standard manner utilizing building standard materials pursuant to the layout and work letter prepared by Design Consortium, drawing number PSA-5A, dated November 17, 1999 attached hereto and made a part hereof (the "Layout"). In supplement thereof, Tenant shall prepare, at its sole cost and expense, and submit to Landlord within fourteen (14) days of the execution and delivery of this lease, Lease by the parties hereto construction documents necessary for Landlord to perform the work contained in the Layout ("Landlord's Work" means"), collectively, the alterations and improvements which construction documents shall be subject to the demised premises to prior approval, provided that any variation between said construction documents and the Layout shall not increase Landlord's cost in its performance of Landlord's Work in the Premises. The aforementioned construction documents prepared by Tenant shall be constructed and/or installed suitable for filing with the Building Department of the City of New York. The performance by Landlord in accordance of Landlord's Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of this leaseLease, as more particularly described in Exhibit ________ attached to and hereby made a part including payment of this leaserent. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed The performance by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in work is expressly conditioned upon compliance by Tenant with all material respects substantially in accordance with the approved plans terms and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 conditions of this lease) or to the effectiveness Lease, including payment of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)rent.

Landlord’s Work. (a) For purposes of this leaseLandlord, "at Landlord's Work" means’s expense, collectively, shall perform the alterations work described on Exhibit B-1 annexed hereto and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part hereof (the “Landlord’s Work”) using materials of a design, manufacture, quantity and quality adopted by Landlord as standard for the Building and shall Substantially Complete such work on or before the Commencement Date. Landlord shall commence the performance of Landlord’s Work promptly following the mutual execution and delivery of this lease. Lease by Landlord and Tenant and shall use commercially reasonable efforts to "Substantially Complete" the complete Landlord's ’s Work not later than ________within sixteen (16) calendar weeks thereafter, 20________ subject to delays beyond Landlord’s reasonable control and/or Tenant Delays (the "Substantial Completion Target “Anticipated Commencement Date"”). For purposes Notwithstanding the Anticipated Commencement Date, but subject to Paragraph 24 of the preprinted portion of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforLease, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever whatsoever, Landlord shall be unable to Substantially Complete Landlord's Work deliver possession of the Demised Premises to Tenant on said date in the manner required hereunder, then notwithstanding anything to the contrary herein contained, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or before the Substantial Completion Target Date (including, without limitation, for any damages that obligations of Tenant may suffer as a result thereof hereunder or in connection therewith)extend the Term hereof; provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this leasea case, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed obligated to pay Fixed Rent or Additional Rent under this Lease until possession of the Premises is tendered to Tenant in the manner required under the terms of this Lease, and Tenant shall not have any way claim against Landlord, and Landlord shall have no liability to Tenant, by reason of any such postponement. The provisions of this paragraph constitute a condition precedent “an express agreement to the occurrence contrary” within the meaning of Section 223-a of the Commencement Date (as such date is set forth Real Property Law, and Tenant hereby waives any rights to rescind this Lease which Tenant otherwise might have pursuant to any law now or hereafter in Paragraph 1.3 of this lease) or force due to the effectiveness failure or delay of any Landlord to deliver possession of the agreements or obligations of Tenant set forth in this lease with respect Demised Premises to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Tenant.

Landlord’s Work. (a) For purposes Landlord shall deliver and Tenant shall accept the Premises in "as-is" condition, except for all representations set forth in Section 7.1 of this leasethe Lease and except for Landlord's Work as set forth below. Landlord, "at its expense and as Landlord's Work" means, collectivelywill complete in or for the Premises, in a good and workmanlike manner and according to all applicable Laws, the alterations following, with the parties understanding that the both the Landlord's and improvements Tenant's work is to be done in two (2) phases, the 8th Floor Phase and the 9th Floor Phase and Landlord shall tender possession of the applicable Phase of the Premises to Tenant when Landlord's Work for that Phase have been completed: Necessary demolition on the 8th floor (including removal of any ACM to comply with Section 6.2(d)) to provide the Premises in raw shell condition with a slab floor, perimeter columns and core and exterior walls in "as-is "condition . In addition, Landlord shall provide after the Start Date but prior to the demised premises to be constructed and/or installed by Landlord Commencement Date as scheduled in accordance conjunction with the terms and conditions of this leaseTenant's contractor, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseBuilding standard window film on all exterior Premises windows. Landlord shall use commercially reasonable efforts not unreasonably interfere with Tenant's contractor during the installation of said window film. Landlord will pay for the design costs associated with Landlord's Work; provided that to "Substantially Complete" the extent Landlord's Work not later than ________, 20________ requires design information (such as heating or air conditioning load factors) that would be prepared in connection with the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as preparation of the date on which the general contractor Preliminary Plans or the architect employed by Construction Documents, Tenant will be responsible for the cost of such design information. The Premises will be delivered to Tenant when Landlord with respect to the construction and/or installation of has substantially completed Landlord's Work shall certify in writing Work, subject only to completion of minor construction details which would not materially interfere with Tenant's Work, and Tenant will accept the Premises upon from Landlord that: (i) that Landlord's Work has been substantially completed in completed. Landlord and Tenant agree that all material respects substantially in accordance with alterations, improvements and additions made to the approved plans and specifications thereforPremises according to this Work Letter, if any; and (ii) a temporary whether paid for by Landlord or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect Tenant, will, without compensation to Tenant, become Landlord's Work or the governmental authority having jurisdiction with respect to property upon installation and will remain Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in property at the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on expiration or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as earlier termination of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Term.

Landlord’s Work. (a) For purposes of this lease, "Landlord will perform at Landlord's Work" means, collectively, ’s expense the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly work described in Exhibit ________ attached B (“Landlord’s Work”) in the Premises, subject to and hereby made a part Tenant’s compliance with the provisions of this leaseSection 4.2, in a good and workmanlike manner, consistent with the standards applicable to the Building. Following the Commencement Date, Landlord and its employees, contractors and agents shall use commercially have access to the Premises at all reasonable efforts to "Substantially Complete" times for the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as performance of the date on which Punch List Items and for the general contractor or the architect employed by Landlord with respect to the construction and/or installation storage of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or materials reasonably required in connection therewith), and Tenant will not interfere with Landlord’s performance of the Punch List Items; provided, however, in such event, that Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work minimize interference with Xxxxxx’s use and occupancy of the Premises during the performance of the Punch List Items. Except as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which otherwise provided in this Lease, there shall be incomplete as no Rent abatement or allowance to Tenant for a diminution of rental value, no actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under this Lease, and no liability on the date part of Substantial Completion Landlord by reason of Landlord's Work as soon as possible thereafterinconvenience, annoyance or injury to business arising from the performance of Punch List Items or the storage of any materials in connection therewith. Notwithstanding anything else to the contrary contained in this Lease, on the Commencement Date the Premises shall be in Delivery Condition. Notwithstanding the foregoing or anything to the contrary set forth elsewhere contained in this leaseLease, Tenant hereby acknowledges in addition to Landlord’s repair, maintenance and agrees that the construction and/or installation of Landlord's Work by other continuing obligations under this Lease, Landlord shall not be deemed remain liable for and shall promptly repair any (a) punch-list items and/or patent defects in any way to constitute a condition precedent to the occurrence Landlord’s Work identified within thirty (30) days of the Commencement Date and (as such date is set forth b) latent defects in Paragraph 1.3 of this leaseLandlord’s Work identified within one (1) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as year of the Commencement Date).; provided that the foregoing shall not affect the determination of the Commencement Date. Section 4.3

Landlord’s Work. (a) For purposes of this leaseLandlord, "or its designated contractor(s), at Landlord's Work" means’s expense, collectively, the alterations and improvements to the demised premises shall perform or cause to be constructed and/or installed by performed the work described on Exhibit C annexed hereto (“Landlord’s Initial Work”) in accordance with the provisions thereof. During Tenant’s performance of Tenant’s Initial Alterations, Landlord or its designated contractor(s), at Landlord’s expense, shall perform or caused to be performed the additional work described on Exhibit C annexed hereto (“Landlord’s Additional Work”) in accordance with the terms thereof. Landlord’s Initial Work and conditions Landlord’s Additional Work is sometimes collectively referred to herein as “Landlord’s Work”. In connection with Landlord’s performance of Landlord’s Additional Work and Tenant’s performance of Tenant’s Initial Alterations, both Landlord and Tenant hereby agree to reasonably cooperate with each other in the coordination of each party’s performance of their respective work in order to minimize interference with each of the same, but nothing contained in this lease, as more particularly described Section 8.01 shall be deemed to require Landlord or Tenant to perform their respective work on an overtime or premium pay basis. All initial improvements which do not constitute Landlord’s Work shall constitute Alterations and shall be performed by Tenant at Tenant’s expense in Exhibit ________ attached to and hereby made a part of this leaseaccordance with Section 4.01. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's ’s Work shall be deemed to be "Substantially Complete" as of have been substantially completed on the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's ’s Work has been completed, other than (a) minor details or adjustments, (b) items which, in accordance with good construction practice, should be performed after completion of Tenant’s Initial Alterations (such items in clauses (a) and (b) hereinafter collectively, the “Punch-List Items”) and (c) any part of Landlord’s Work that is not completed due solely to Tenant Delay; provided that Landlord shall complete the Punch-List Items within forty-five (45) days of substantial completion of Landlord’s Work, subject to extension due to delays caused by Force Majeure or Tenant Delay. Any dispute between Landlord and Tenant under this Section 8.01 in determining whether Landlord’s Work is substantially completed in all material respects substantially shall be submitted to expedited arbitration in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate provisions of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement DateSection 9.09(b).

Landlord’s Work. Landlord shall cause to be performed at Landlord's sole cost and expense the work required by Exhibit B (a"LANDLORD'S WORK") For purposes to be substantially complete prior to the Commencement Date. All such work shall be done in a good and workmanlike manner employing building standard methods and materials, and so as to conform to all applicable building and zoning laws. Tenant agrees that Landlord may make any immaterial changes in such work which may become reasonably necessary or advisable, without approval of this leaseTenant; and Landlord may make material changes in such work but only with the prior approval of Tenant or if required by any applicable law or regulation. Tenant agrees to review and approve or disapprove plans or specifications or proposed changes to Landlord Work for which Tenant's approval is required within five (5) business days of submittal to Tenant. If Tenant does not so respond, such plans or specifications shall be deemed approved. The term "substantially complete," as used herein, shall mean that Landlord's Work to be performed pursuant to Exhibit B has been completed with the exception of minor items which can be fully completed without material interference with Tenant's use and occupancy and other items which because of the season or weather or the nature of the item are not practicable to do at the time, provided that none of said items is necessary to make the Premises tenantable for the Permitted Uses. Tenant opening for business and operating in the Premises shall be deemed conclusive evidence of substantial completion of Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed . A certificate of completion by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work licensed architect or professional engineer shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) conclusive evidence that Landlord's Work has been substantially completed in all material respects substantially in accordance with completed. In the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to event that Landlord's Work has otherwise evidenced not been substantially completed on or before the Commencement Date for causes other than Tenant's Delay (hereinafter defined), Tenant's obligation to pay Basic Rent and/or Tenant's Electrical Charge shall be abated until Landlord's Work is substantially complete. In the event that Landlord's Work is not substantially complete for reasons other than Force Majeure on or before August 1, 2005, Tenant may, as its approval sole remedy, by notice to Landlord given prior to substantial completion of Landlord's Work. , and in any event prior to August 31, 2005, terminate this Lease, whereupon Landlord shall return the Security Deposit, and neither party shall have no liability whatsoever any further obligation to the other hereunder. Tenant shall, within two (2) business days of request thereof, respond to any request of Landlord, Landlord's architect or engineer for information in connection with Landlord's Work. Any change orders, modifications, and/or amendments proposed by Tenant to the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of prepared by the date of Substantial Completion of Landlord's Work as soon as possible thereafterLandlord and shall be submitted to Tenant for its prior approval, which approval will not be unreasonably withheld, conditioned or delayed. Notwithstanding anything Tenant shall respond promptly after receipt thereof and shall approve or disapprove the same within two (2) business days after receipt. Tenant shall pay to the contrary set forth elsewhere in this leaseLandlord all costs and expenses resulting from change orders, modifications and/or amendments requested by Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work agreed to by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence within fifteen (15) days of the Commencement Date (as receipt of an invoice for such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)costs.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectivelyNotwithstanding Section 4.1 above, the alterations Landlord shall coordinate, install and improvements complete the Landlord’s Work as outlined in Schedule “G” to this Lease at its sole cost and expense. For clarity, the Landlord shall be solely responsible for any cost increases in the Landlord’s Work except solely for those expressly provided to be the Tenant’s obligation in Schedule “K” to this Lease and except to the demised premises to extent such increases are being compensated via the Excess Facility Cost Payment by the Tenant. Landlord shall be constructed and/or installed by Landlord in accordance with responsible for costs of coordinating Landlord’s Work on the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leasePremises. The Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) achieve Substantial Performance of the Landlord's ’s Work has been substantially completed with all Preconditions satisfied, (ii) complete all of Landlord’s obligations pursuant to the Turnover Packages and (iii) complete all punch-list items (collectively, the “Turnover Condition”) by the Anticipated Premises Delivery Date and shall work diligently to achieve the Turnover Condition as soon as possible thereafter if the Turnover Condition is not achieved by the Anticipated Premises Delivery Date. The Landlord shall complete the Landlord’s Work in all material respects substantially a good and workmanlike manner in accordance with all Applicable Laws and prior to the approved plans Tenant taking possession of the Premises. Notwithstanding the foregoing, the Landlord agrees to make a good faith effort to accommodate any reasonable request from the Tenant to engage service providers with domain expertise relating to the cGMP design, construction and specifications thereforcommissioning of a radiopharmaceutical manufacturing facility. All other work required for the Premises including those items enumerated in 5.2 below as Tenant’s Work, may be provided and if any; and (ii) a temporary or permanent certificate of occupancy has been issued provided same will be installed by the governmental authority having jurisdiction Tenant at the Tenant’s sole expense. The Landlord shall, as soon as reasonably possible following execution of this Lease, work with respect the Tenant to identify the systems and sub-systems serving the Premises that need to be adequately commissioned and confirm if the commissioning of the system or sub-system is the responsibility of the Landlord pursuant to the Landlord's ’s Work or Tenant pursuant to the governmental authority having jurisdiction Tenant’s Work. The Landlord will commission the base building fixtures attached to the Premises, such as fume hoods and the Tenant shall commission all its own equipment. Landlord’s installations shall be commissioned and qualified with respect to Landlord's Work has otherwise evidenced oversight from Tenant or its approval of Landlord's Workagent and be compliant with health and safety regulations and Tenant’s installations or equipment shall be commissioned and qlaified with oversight from Tenant’s agent and be compliant with health and safety regulations. Landlord shall have no liability whatsoever provide access to version controlled documentation by the Tenant in upon request for health inspections and readiness activities. The Landlord will then create Turnover Packages for the event systems and sub-systems to adequately commission the system or sub-system to a set of criteria that Landlord shall fail for any reason whatsoever is agreed upon with the Tenant and consistent with cGMP requirements to Substantially Complete Landlord's Work on or before ensure they perform according to their intended design and specifications (the Substantial Completion Target Date (including“Turnover Packages”). The Turnover Packages will contain all necessary testing protocols, without limitation, for any damages check sheets and walk- through check lists that verify each system’s performance. The Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, and Landlord shall use commercially reasonable efforts to Substantially Complete review, agree upon and finalize the Turnover Packages. Both parties shall carry out their obligations pursuant to the Turnover Packages in a phased approach as the systems and sub-systems achieve a state of completion, this can occur prior to Substantial Performance being achieved. The Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete ’s obligations include rectifying any portions Material Deficiencies and any deficiencies that are identified by Tenant or aspects of Landlord's Work which shall be incomplete as its representatives (punch list items) during execution of the date Turnover Packages or during walk-throughs. An agreed upon remediation plan will be developed and executed by the Landlord within a reasonable time commensurate with projects of this nature. Once Material Deficiencies and punch-list items are adequately resolved to achieve Substantial Completion Performance, a representative of Landlord's Work as soon as possible thereafterthe Landlord and Tenant will execute an agreement or acknowledgement confirming the Turnover Condition has been satisfied and the facility can be safely occupied. Notwithstanding anything to the contrary set forth elsewhere herein, if the Landlord does not provide the Tenant with possession of the Premises in this leaseaccordance with the Turnover Condition by the Anticipated Premises Delivery Date, subject to delay caused by Force Majeure or any Tenant hereby acknowledges Delay (as hereinafter defined), and agrees subject to any extension or revised Anticipated Premises Delivery Date pursuant to Schedule “K”, the Tenant shall be entitled to one (1) Rent-free day in respect of the Premises for each one (1) day thereafter that the construction and/or installation of Landlord's Work Turnover Condition has not been satisfied. In addition, if the Turnover Condition is not satisfied by Landlord shall not be deemed in the Anticipated Premises Delivery Date for any way reason, including due to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (includingForce Majeure, without limitationall relevant dates, including the commencement of the obligation to pay Rent by Xxxxxx as Fixturing Period, Commencement Date, expiration of the Commencement Term and all other relevant dates shall be delayed for the same number of days as satisfaction of the Turnover Condition is delayed from the Anticipated Premises Delivery Date. Subject to Force Majeure, any Tenant Delays and subject to any extension or revised Anticipated Premises Delivery Date pursuant to Schedule “K”, if the Turnover Condition is not satisfied within six (6) months of the Anticipated Premises Delivery Date, the Tenant shall be permitted to terminate this Lease by notice to the Landlord. If for any reason, including due to Force Majeure, the Turnover Condition is not satisfied within one (1) year of the Anticipated Premises Delivery Date, the Tenant shall be permitted to terminate this Lease by notice to the Landlord. For purposes hereof, “Tenant Delay(s).” shall mean and be limited to any actual delay (day for day) in the design, performance or progress of Landlord’s Work beyond the Anticipated Premises Delivery Date to the extent not caused by Landlord or Landlord’s agents, employees or contractors and which cannot reasonably be mitigated by Landlord at no additional cost to Landlord in good faith, using reasonable diligence, if and to the extent resulting from any of the following:

Landlord’s Work. (a) For purposes of this leaseLandlord shall, "at Landlord's Work" means’s expense, collectively, perform the alterations work described in Exhibit B attached hereto and made a part hereof in order to make certain improvements to the demised premises so-called shell and core of the Building (hereinafter referred to as the “Base Building Work”). In addition, Landlord shall perform such further work as may be necessary to lay out the Demised Premises for Tenant’s occupancy (hereinafter referred to as the “Premises Work”). Tenant shall furnish final architectural, electrical and mechanical construction drawings and specifications describing the Premises Work (hereinafter referred to as the “Plans”). The Plans shall be subject to approval by Landlord and Landlord’s Architect (which approval shall not be unreasonably withheld or delayed in the case of any proposed Premises Work of an interior, non-structural nature) and shall be prepared so as to comply with their requirements in order to avoid conflict with the design and function of the Building. It shall be Tenant’s responsibility to assure that the Plans have been delivered to Landlord and approved as aforesaid on or before the Final Plans Date. Tenant has assured itself by direct communication with architects and engineers that the final, approved Plans can be delivered to Landlord on or before the Final Plans Date, provided that Tenant promptly furnishes complete information concerning its requirements to said architects and engineers as and when requested by them; and Tenant covenants and agrees to cause said final, approved Plans to be constructed and/or installed delivered to Landlord on or before said Final Plans Date and to devote such time as may be necessary in consultation with said architects and engineers to enable them to complete and submit all Plans within the required time limit. Following the presentation to Landlord of invoices and receipts evidencing to Landlord’s reasonable satisfaction the architectural and engineering costs incurred by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord Tenant with respect to the construction and/or installation of Landlord's Work Plans, Landlord shall certify in writing pay to Landlord that: Tenant an amount equal to such costs (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with hereafter referred to as the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work“Design Allowance”). Landlord shall have no liability whatsoever solicit bids from the contractors identified on Exhibit B-1 attached hereto and made a part hereof for the performance of the Premises Work subject to Tenant in the event that such terms and conditions as Landlord shall fail may customarily prescribe for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in projects of such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereaftertype. Landlord shall use commercially reasonable efforts provide copies of such bids to complete any portions or aspects of Landlord's Work which shall be incomplete as of Tenant and Tenant shall, within seven (7) days thereafter, select a contractor from among the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything bidders to perform the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Premises Work.

Landlord’s Work. (a) For purposes The Landlord covenants that, at the Landlord’s sole cost and expense: It will complete the Landlord’s Work and comply with all requirements necessary to obtain all necessary certificates of this leaseoccupancy for the Building, "Landlord's Work" means, collectively, or cause the alterations and improvements to the demised premises same to be constructed and/or installed by Landlord completed, in a good and workmanlike manner, free and clear of all mechanics’, materialman’s or similar liens, and shall equip the Building or cause the same to be equipped with all necessary and appropriate fixtures, equipment and articles of personal property, all in accordance with such Plans and Specifications, except that Landlord's obligation with respect to fixtures, equipment, and personal property extends only to the terms cost to install such items in the Building and conditions of this leasedoes not include any obligation to pay any acquisition, as more particularly described in Exhibit ________ attached delivery, or similar costs, expenses or charges for such fixtures, equipment, and personal property. The Tenant shall have the right to inspect such work and hereby made a part of this lease. the Landlord shall use commercially reasonable efforts facilitate the efficiency and effectiveness of the inspection process by coordinating inspections among the interested parties (as well as assuring the correction of any deficiencies that may arise). Notwithstanding the forgoing, the Tenant shall have no obligation to "Substantially Complete" make or have its representative make any such inspection of the Landlord's ’s Work. Such inspections are for the Tenant’s information only and the Landlord shall not be relieved of its obligation to complete the Landlord’s Work in accordance with this Master Lease. In no event shall the Tenant’s inspection of the work be deemed acceptance of all or any of the work, equipment, or materials, or a waiver of any right of the Tenant under this Master Lease. The Tenant shall receive Notice of and have the right to attend construction meetings; The Landlord’s environmental responsibilities with respect to Landlord’s Work are as follows: The Landlord, its agents, employees, and contractors shall not, and shall not later than ________permit any other person, 20________ (including, but not limited to, third parties with whom the "Substantial Completion Target Date")Landlord contracts, to bring onto the Property any Hazardous Substance or incorporate any Hazardous Substance into the improvements constructed on the Property. For purposes of this leaseSection 7.7, Xxxxxxxx's Work the term Hazardous Substance shall not include construction materials in reasonable quantities for lawful and customary use in the construction of the Landlord’s Work, so long as such material is used, held, stored, and disposed of in accordance with applicable Environmental Laws. Except for with respect to matters described in the Environmental Reports, the Landlord shall be deemed responsible for removal of any Hazardous Substance on the Property in violation of this provision; The Landlord covenants that it will comply, and shall cause its contractors and subcontractors to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord comply, with all Environmental Laws with respect to the construction and/or installation Landlord’s Work; Except as described in the Environmental Reports, no affiliate of Landlord's Work the Landlord has ever received notification from any federal, state or other governmental authority of (x) any potential, known, or threat of release of any Hazardous Substance from the Property or (y) the incurrence of any expense or loss by any such governmental authority or by any other Person in connection with the assessment, containment or removal of any release or threat of release of any Hazardous Substances from the Property, and no Hazardous Substance is now or, to the best of its knowledge, was ever, stored on, transported, or disposed of on the Property except to the extent any such storage, transport or disposition was at all times in compliance with all laws, ordinances, and regulations pertaining thereto. Any actions recommended to be taken which were contained in the Environmental Reports or any other environmental assessment reports prepared in conjunction with the development of the Property shall certify be appropriately completed in writing a manner that fully complies with such recommendations and all laws, regulations, ordinances, orders or decrees pertaining thereto; and As soon as practicable after Completion, the Landlord shall deliver to Landlord thatthe Tenant: (i) Landlord's Work has been substantially completed in a certificate of substantial completion as certified by the Architect; (ii) all material respects substantially in accordance with necessary certificates of occupancy from the approved plans and specifications therefor, if anyapplicable governmental jurisdiction(s) or authority(ies) for one hundred percent (100%) of the improvements therein; and (iiiii) a temporary or permanent certificate any other documentation necessary to establish placement in service for purposes of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as Section 47(b) of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere Code (“Placement in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement DateService”).

Landlord’s Work. Landlord will commence the performance of the work described in Exhibit C (a) For purposes of this lease, "Landlord's Work" means") reasonably promptly following the date hereof and, collectively, the alterations and improvements subject to the demised premises to be constructed and/or installed by Landlord in accordance Tenant's compliance with the terms and conditions provisions of this leaseSection 4.3, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "will Substantially Complete" the , at its sole expense, Landlord's Work not later than ________, 20________ (in a good and workmanlike manner consistent with the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect standards applicable to the construction and/or installation Building prior to the Construction Period Start Date other than in the case of item 8 thereof, which item of Landlord's Work shall certify in writing be Substantially Completed prior to Tenant's occupancy of the Premises for the conduct of its business. Landlord that: (i) and its employees, contractors and agents shall have access to the Premises at all reasonable times for the performance of Landlord's Work has been substantially completed and for the storage of materials reasonably required in connection therewith, and Tenant will use all material respects substantially in accordance commercially reasonable efforts to avoid any interference with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval performance of Landlord's Work. Landlord shall have no liability whatsoever use reasonable efforts to Tenant in minimize interference with Tenant's use and occupancy of the event Premises during the performance of item 8 of Landlord's Work, provided that Landlord shall fail have no obligation to employ contractors or labor at overtime or other premium pay rates or to incur any other overtime costs or additional expenses whatsoever. There shall be no Rent abatement or allowance to Tenant for any reason whatsoever to Substantially Complete Landlord's Work on a diminution of rental value, no actual or before the Substantial Completion Target Date (includingconstructive eviction of Tenant, without limitation, for any damages that Tenant may suffer as a result thereof in whole or in connection therewith); providedpart, howeverno relief from any of Tenant's other obligations under this Lease, in and no liability on the part of Landlord, by reason of inconvenience, annoyance or injury to business arising from the performance of such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects item of Landlord's Work which shall be incomplete as of or the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness storage of any of the agreements or obligations of Tenant set forth materials in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)connection therewith.

Landlord’s Work. a. Prior to the Delivery Date, Landlord shall, at Landlord’s sole cost and expense using building standard materials and finishes, separately demise the Premises, including installing separate meters for electrical and gas service and installing a new ingress/egress door to match the existing doors (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements “Landlord’s Work”). All work shall be done in a good, first-class, workmanlike manner in conformity with a valid permit when required, a copy of which shall be furnished to the demised premises to Tenant upon Tenant’s reasonable request. In any case, all such work shall be constructed and/or installed by Landlord performed in accordance with all applicable laws. Notwithstanding any failure by Tenant to object to any such work, Tenant shall have no responsibility for Landlord’s failure to comply with applicable laws. Promptly after the terms and conditions execution of this leaseLease, Landlord shall cause to be prepared a space plan depicting the Landlord’s Work (the “Demising Plan”), and Landlord shall submit the Demising Plan to Tenant for Tenant’s approval. The Demising Plan shall be consistent with the space plan attached as more particularly described Exhibit “A-1” to the Lease, and shall include all applicable specifications for the work. Within five (5) business days after its receipt of the Demising Plan, Tenant shall provide its written approval or disapproval thereof. If Tenant disapproves of the Demising Plan, Tenant shall state with specificity in Exhibit ________ attached to and hereby made a part of this leaseits written disapproval the basis for its disapproval. Landlord shall use commercially promptly revise the Demising Plan to address any reasonable efforts objections raised by Tenant in its written disapproval and shall promptly resubmit an appropriately revised Demising Plan to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date")Tenant. For purposes of this lease, Xxxxxxxx's Work This procedure shall be deemed followed until all objections have been resolved and the Demising Plan approved in writing by Tenant and Landlord; provided, however, that if a reasonably acceptable Demising Plan has not been completed and approved by Landlord and Tenant on or before the date that is fifteen (15) days after the date of final execution of the Lease for any reason other than the delay or other fault of Landlord or Landlord’s architect, then such failure shall constitute a Tenant Delay under Paragraph 1.c below. (The Demising Plan, as approved in writing by Tenant and Landlord, is hereinafter called the “Final Demising Plan.”) Promptly following approval of the Final Demising Plan, Landlord shall cause to be "Substantially Complete" as of the date on prepared construction plans and specifications which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work plans and specifications shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects be prepared substantially in accordance with the approved Final Demising Plan. Landlord shall provide a copy of the construction plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitationupon completion thereof, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges Tenant’s information and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)review.

Landlord’s Work. (a) For purposes of this leaseAs Landlord’s Work, "Landlord's Work" means, collectively, Landlord shall cause its contractor to construct leasehold improvements in the alterations and improvements to the demised premises to be constructed and/or installed by Landlord Premises substantially in accordance with the Initial Plan and any Architectural Plans approved by Tenant and Landlord as provided in Section 2 of this Exhibit. Any work required by Tenant in addition to Landlord’s Work shall be constructed at Tenant’s expense by Landlord as Additional Work as provided in Section 5 of this Exhibit or by Tenant pursuant to Section 7 of this Exhibit in a manner that does not interfere with Landlord’s Work or other work in the Project. Following compliance with Sections 2 and 3 of this Exhibit, Landlord shall obtain a building permit and, subject to the other terms and conditions of this leaseExhibit and the Lease, as more particularly described shall proceed diligently to cause Landlord’s Work to be substantially completed. It is expressly understood that all work to be done in Exhibit ________ attached the Premises shall be subject to approval by Landlord and hereby made a part of this lease. Landlord that no work shall use commercially reasonable efforts to "Substantially Complete" be undertaken in the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date")Premises until such approval is given in writing. For purposes of this leaseExhibit, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that“substantial completion” means: (i) completion of Landlord's ’s Work except for minor finishing and punchlist activity which docs not materially interfere with Tenant’s use and occupancy of the Premises; and (ii) issuance of any necessary municipal certificate of occupancy Within thirty (30) days after the Commencement Date of the Lease, the parties shall inspect the Premises, have all systems demonstrated, and prepare a punchlist of incomplete or defective details of construction. Landlord will use reasonable diligence to promptly complete the punchlist items after Tenant provides the punchlist to Landlord. A certificate signed by the Architect that Landlord’s Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which finally completed shall be incomplete as of conclusive and binding on the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)parties.

Landlord’s Work. 42. (A) Landlord shall not be required to perform any work to the Premises, other than Landlord’s Base Building Work and Landlord’s Work, subject to the provisions of this Article 42. Tenant expressly agrees to take the Premises on the Commencement Date in its then “as is” condition, subject to substantial completion of Landlord’s Base Building Work and Landlord’s Work. Landlord shall cause a licensed architect to promptly prepare, based on Tenant’s schematic plan dated June 21, 2011, a copy of which is attached hereto and made a part hereof as Exhibit J, complete dimensioned architectural plans and complete engineering plans with respect to the Premises (such plans shall be referred to herein collectively as the “Preliminary Plans”; such Preliminary Plans, as amended by any changes thereto so that such plans shall be approved by Tenant and Landlord (which approval by Landlord and Tenant shall not be unreasonably withheld or delayed), shall be referred to herein collectively as the “Final Plans”; the work set forth on the Final Plans, as amended by any changes and/or additions requested by Tenant and approved by Landlord pursuant to the terms hereof, shall be referred to herein collectively as “Landlord’s Work”). Tenant hereby agrees that unless otherwise agreed to by Landlord pursuant to the terms hereof, Landlord’s Work shall be performed using materials, standards and finishes of Building standard quality, quantity, color and design and in compliance with the Final Plans. Notwithstanding anything herein to the contrary, Tenant shall not unreasonably withhold or delay its consent to any changes and/or additions to Landlord’s Work required by Landlord solely to (a) For purposes correct any errors in the Final Plans, and/or (b) cause the Final Plans to comply with applicable Legal Requirements, it being agreed that changes of this lease, "Landlord's Work" means, collectively, a de minimis nature on account of field conditions and the alterations and improvements to like shall not require the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions prior written consent of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Tenant (but Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"notify Tenant of such required changes). For purposes of this lease, Xxxxxxxx's Work shall be deemed Tenant’s consent to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforinitial draft of the Preliminary Plans shall be granted or denied within five (5) business days after Tenant’s receipt thereof, if any; and (ii) a temporary any revisions to the Preliminary Plans shall be granted or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workdenied within five (5) business days after Tenant’s receipt thereof. Landlord shall have no liability whatsoever make all changes to the Preliminary Plans requested by Tenant and submit a revised draft thereof to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete its review within five (5) business days after Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects ’s receipt of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease Tenant’s comments with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)thereto.

Landlord’s Work. (a) For purposes A site plan of this leasePremises, "Landlord's Work" means, collectively, showing the alterations and improvements to the demised premises Improvements to be constructed and/or installed by Landlord in accordance with their respective approximate locations when constructed is attached as Exhibit B: however the terms and conditions actual locations of the Improvements when constructed are subject to change according to the provisions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseLease. Landlord shall use commercially reasonable efforts to "Substantially Complete" shall, at its sole cost and expense, cause the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as construction and completion of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects Improvements substantially in accordance with the approved plans Plans, in strict compliance with all applicable Legal Requirements, and specifications thereforotherwise in a good and workmanlike manner and according to construction standards, if any; methods and techniques used in construction of similar first-class multi-use facilities in the Minneapolis-St. Paul metropolitan area (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to "LANDLORD'S WORK"). Landlord's Work or will xxxlude obtaining any approvals, permits, inspexxxxxx, certificates and authorizations (the "PERMITS") from applicable Governmental Authorities governmental authority having jurisdiction with respect to authorizations for the construction of the Improvements. Landlord shall retain, at its sole cost and expense, Landlord's Work has otherwise evidenced its approval of Contractor to oversee (from an architectural perspective) and perform Landlord's Work. "SUBSTANTIALLY IN ACCORDANCE WITH THE PLANS" means that the Improvements are constructed in strict accordance with the Plans with respect to all of the major aspects and specifications set forth in the Plans including all work and materials reasonably inferable from the Plans, but that reasonable deviations and substitutions are permitted from the details set forth in the Plans if necessary due to engineering or construction constraints, unavailability of materials or if otherwise required or occurring due to practical concerns or nature of the construction process, but only if the deviations and substitutions, when taken as a whole, do not substantially change the nature of the Improvements. If the mezzanine level and the elevators in the Building are not substantially completed in accordance with the Plans and the requirements of this Lease on the date of Tender of Possession (defined in Section 23.3(b)), then Landlord shall have no liability whatsoever to diligently continue construction of the mezzanine level and the elevators after Tender of Possession without interruption and must substantially complete the mezzanine level and elevators within twelve weeks after the later of (a) the date that a building permit has been issued for the Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on Improvements, or before the Substantial Completion Target Date (includingb) December 1, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter2003. Landlord shall use commercially reasonable efforts promptly commence and diligently pursue to complete completion any portions or aspects seasonal improvements such as the last layer of asphalt in the driveways and parking areas, painting and landscaping and sprinkler systems when weather and availability of materials permit. Tenant shall give Landlord access to the Premises for this purpose, and Landlord and Tenant shall cooperate in good faith to ensure that Landlord's Work which shall be incomplete as work related to this purpose will not materially interfere with the performance of the date of Substantial Completion of LandlordTenant Improvements, Tenant's Work as soon as possible thereafter. Notwithstanding anything to moving into the contrary set forth elsewhere in this leasePremises or Tenant's business and operationx xx xhe Premises, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)disrupt labor harmony.

Landlord’s Work. Landlord shall have no obligation to perform any work or construction to the Premises during the Lease Term, except that Landlord shall, at Landlord's sole cost and expense, install a tab meter on the domestic water line to monitor usage (a) For purposes of this lease, the "Landlord's Work" means, collectively, the alterations "). Tenant acknowledges and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. agrees that (i) Landlord shall use commercially reasonable efforts not be liable to "Substantially Complete" Tenant for any inconveniences Tenant may experience during the performance, construction or installation of the Landlord's Work not later than ________, 20________ (or for any delays in Landlord's completion of the "Substantial Completion Target Date"). For purposes of this lease, XxxxxxxxLandlord's Work (regardless of the length of any such delays); (ii) Landlord shall not be deemed obligated to perform, construct or install (or cause to be "Substantially Complete" as performed, constructed or installed) the Landlord's Work at any time other than during normal business hours on regular business days; (iii) Tenant shall ensure that neither Tenant, nor any of Tenant's agents, sublessees, employees, representatives, contractors, subcontractors, suppliers, customers and invitees, interfere with or impede the performance and completion of the date on which the general contractor or the architect employed Landlord's Work (regardless of whether such Landlord's Work is performed by Landlord with respect to the construction and/or installation or any of Landlord's Work agents, employees, contractors, or subcontractors); (iv) Landlord shall certify in writing have access to the Premises at all times for the purpose of performing, installing and completing the Landlord's Work; and (v) Tenant shall reasonably cooperate with Landlord that: (i) during the performance, construction and installation of the Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforTenant shall be responsible, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect at no cost to Landlord's Work , for the moving of any and all furniture, trade fixtures, equipment and/or personal property that is reasonably necessary for Landlord to complete (or cause the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of completion of) the Landlord's Work. If Tenant shall desire any changes in the Landlord's Work, Tenant shall so advise Landlord in writing and Landlord shall have no liability whatsoever determine whether such changes can be made in a reasonable and feasible manner. Any and all costs of reviewing any requested changes, and any and all costs of making any changes to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which Tenant may request and which Landlord may agree to shall be incomplete as at Tenant's sole cost and expense and shall be paid to Landlord upon demand and before execution of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)change order.

Landlord’s Work. The “Landlord’s Work”, as more clearly described on Exhibit D attached hereto and incorporated herein by reference, shall mean the construction of the base core and shell of the Building to be located in the location set forth in the Site Plan and approved in the preliminary Conditions of Approval attached hereto as Exhibit E and incorporated herein by reference (a“Site Plan”). The Landlord’s Work shall be performed by Landlord at Landlord’s sole cost and expense. The Building shall consist of the base core and shell, together with on and off-site improvements, including without limitation the Parking Facilities, and landscaping consistent with the Site Plan and the Conditions of Approval as issued by the City. Landlord and Tenant shall work with the general contractor under a design build contract as approved by the Landlord, Tenant and general contractor to design the Premises. Landlord shall deliver to Tenant two (2) For purposes sets of this leasepreliminary construction plans and specifications (“Preliminary Plans”) prepared by an architect or engineer licensed to practice in the State of California, "as subcontractor to the general contractor which Preliminary Plans shall include, if applicable, information, plans and specifications respecting grading and drainage, soil, utilities, sewer and service connections, off-site improvements, locations of ingress and egress to and from public thoroughfares, curbs, gutters, on-site street improvements including street lighting and landscaping, pedestrian circulation and building elevations, and general mechanical, electrical and plumbing systems, all in sufficient detail to enable potential contractors and subcontractors to make reasonably accurate bid estimates and to enable Tenant to make an informed judgment about and approve the design and quality of the proposed Landlord's ’s Work" means. Tenant shall have ten (10) business days to review the Preliminary Plans to approve or disapprove of all or some of the Preliminary Plans. If Tenant disapprove of some or all of the Preliminary Plans, collectivelyLandlord agrees to use best efforts to revise the Preliminary Plans to Tenant’s satisfaction. Once the Preliminary Plans have been approved by Tenant, Landlord shall prepare final working plans and specifications substantially conforming to the Preliminary Plans previously approved by Tenant (“Plans and Specifications”). Once the final Plans and Specifications have been approved by the City, Landlord will submit a final budget and construction schedule for approval by the Tenant. Tenant shall have ten (10) business days to review the final budget and construction schedule. If Tenant disapproves of some or all of the final budget and construction schedule, Landlord agrees to use best efforts to revise the budget and schedule to the mutual agreement of Landlord and Tenant. Once the budget (as approved by Tenant, the alterations “Budget”) and improvements construction schedule (as approved by Tenant, “Schedule”) have been approved by Tenant as final and Landlord has entered into a Guaranteed Maximum Price agreement with the general contractor, Landlord will cause Dignity Health, a California nonprofit public benefit corporation (the “Guarantor”) to enter into that certain Lease Guaranty. Landlord agrees to perform all of Landlord’s Work in strict accordance with the demised premises to be constructed and/or installed by Landlord Budget, Schedule, Plans and Specifications and in a good and workmanlike manner, in accordance with all Laws (as defined in Section 6.1), subject to Force Majeure Events (as herein after defined). During the terms construction of Landlord’s Work, Landlord shall provide Tenant with monthly‌ progress reports detailing the progress of Landlord’s Work and conditions Landlord shall permit Tenant or Tenant’s architect to make periodic inspections of this lease, the progress of Landlord’s Work and propose changes to Landlord’s Work as more particularly described in Exhibit ________ attached necessary to comply with the Plans and hereby made a part of this leaseSpecifications. Landlord shall use commercially reasonable efforts to "give Tenant at least ten (10) days’ written advance notice of the approximate date that Landlord’s Work will be Substantially Complete" the . Landlord agrees that upon Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes ’s completion of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as construction of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventPremises, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects provide Tenant with a courtesy copy of Landlord's Work which shall be incomplete as of ’s as-built Plans and Specifications regarding the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Premises.

Landlord’s Work. As of the Expansion Commencement Date, Landlord shall, at Landlord's sole cost and expense and not as a cost deducted from the Tenant Improvement Allowance or included in Operating Expenses, (a) For purposes of this leasecause any existing HVAC (in sufficient quantity and design based upon the Final Space Plan attached hereto as Schedule 1), "Landlord's Work" meansmechanical, collectivelyelectrical (including lights and light fixtures), elevator, fire sprinkler, fire life safety and plumbing systems/fixtures serving the Expansion Space to be in good working order and condition and with such systems having been recently operated and regularly serviced, (b) cause the Expansion Space, the alterations restrooms and improvements kitchen on the 12th floor of the Building only and the Common Areas of the Building (including the Parking Facility) to the demised premises to be constructed and/or installed by Landlord in accordance with the terms meet all applicable laws, codes and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" effect as of the date on which Expansion Commencement Date including Title 24 subject to Section 1.4 below (taking into account any permitted grandfathering and in no event shall Landlord be required to expand the general contractor or size of the architect employed by Landlord with respect to 12th floor restrooms) including seismic, fire sprinkler, life safety, structural support of existing MEP items and ceiling, exit lighting within the construction and/or installation Common Areas of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in the Building and egress lighting at all material respects substantially in accordance with doors leaving the approved plans and specifications thereforBuilding, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date environmental laws (including, without limitation, those areas containing no mold or asbestos in violation of currently applicable laws) and the Americans with Disabilities Act requirements (including path or travel to and from the Building and the Parking Facility) and (c) at Landlord’s option, either remove any existing communication cabling above the ceiling grid of the Expansion Space or properly hang any such existing communication cabling (collectively, "Landlord's Work"). As Tenant's sole remedy for any damages that Tenant may suffer a violation of the previous sentence, whether discovered before or after the Expansion Commencement Date, Landlord shall, at Landlord's sole cost and expense and not as a result cost deducted from the Tenant Improvement Allowance or included in Operating Expenses, promptly correct such matter after written notice thereof from Tenant. Upon the expiration or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as earlier termination of the date of Substantial Completion of Landlord's Work Lease (as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this leaseamended), Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed required to remove any cabling in any way to constitute a condition precedent to the occurrence Expansion Space unless installed by or on behalf of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Tenant.

Landlord’s Work. Prior to the Commencement Date, Landlord shall perform the work (a) For purposes of this lease, the "Landlord's Work" means") described in Exhibit B, which consists of the drawings (the "Initial Plans") and specifications (the "Initial Building Specifications") previously approved by Landlord (collectively, the alterations "Initial Plans and improvements Building Specifications"). Within five (5) days after Landlord's request, Tenant shall furnish to Landlord such additional information as Landlord may reasonably require to enable Landlord's architects and/or engineers to Prepare working drawings and specifications for Landlord's Work (the demised premises "Working Drawings"), if necessary. Neither the approval by Landlord of Landlord's Work, the Initial Plans and Building Specifications or any other plans, drawings, specifications or other items associated with Landlord's Work, nor Landlord's performance or supervision of Landlord's Work shall constitute any warranty by Landlord to Tenant of the adequacy of the design for Tenant's Permitted Use. So long as the Working Drawings are consistent with the Initial Plans and Building Specifications, Tenant shall approve the Working Drawings within three (3) days after receipt of same from Landlord by initialing and returning to Landlord each sheet of the Working Drawings or by executing Landlord's approval form then in use. Landlord may proceed with Landlord's Work at any time after the execution of this Lease and the completion of the Working Drawings, if applicable. Landlord, at its expense, shall cause Landlord's Work to be constructed and/or installed performed using building standard materials, quantities and procedures then in use by Landlord (as determined by Landlord in accordance with its discretion), except as may be stated or shown otherwise in the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseWorking Drawings. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be have been substantially completed for all purposes under this Lease, upon the earlier to occur of (i) certification by Landlord's architect that Landlord's Work shall have been completed, except for "punchlist" items, in substantial compliance with the Initial Plans and Building Specifications or Working Drawings, if applicable, or (ii) the occupancy of all or any portion of the Premises by Tenant for the operation of its business ("Substantially Complete" as or "Substantial Completion"). Any additional work ("Additional Work") which Landlord may agree to perform at Tenant's request, either before or after occupancy, shall be at Tenant's sole expense, plus a fee payable to Landlord in the amount of ten percent (10%) of the date on which the general contractor or the architect employed by total cost of such Additional Work as compensation to Landlord with respect to the construction and/or installation of for administration and overhead ("Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect Additional Compensation"). Prior to Landlord's commencement of any Additional Work, Tenant shall execute and deliver to Landlord an Additional Work or order in the governmental authority having jurisdiction with respect form then in use by Landlord, and Tenant shall pay to Landlord the entire cost of the Additional Work, including Landlord's Work has otherwise evidenced its approval of Additional Compensation. Landlord may, at Landlord's Work. Landlord shall have no liability whatsoever discretion, grant to Tenant in a license to access the event that Landlord shall fail Premises prior to the Commencement Date to allow Tenant to prepare the Premises for any reason whatsoever to Substantially Complete LandlordTenant's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith)use and occupancy; provided, however, in that (A) such event, access by Tenant shall be at Tenant's sole risk and Landlord shall use commercially reasonable efforts not be liable for any injury, loss or damage to Substantially Complete LandlordTenant or Tenant's Work Personal Property (as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding hereinafter defined) and (B) notwithstanding anything to the contrary set forth elsewhere in this leaseherein contained, Tenant hereby acknowledges and agrees that during the construction and/or installation period of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence such license, all of the Commencement Date (as such date is set forth in Paragraph 1.3 applicable provisions of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (Lease shall apply, including, without limitation, the commencement provisions of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Articles IX, X and XI.

Landlord’s Work. 11.01 Landlord shall commence as soon as reasonably practical after the date hereof (abut in no event before the current tenants of the Premises have vacated the Premises and decommissioned same) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" substantially complete the work (collectively, “Landlord's Work not later than ________, 20________ (’ s Work”) described on Exhibit H and in the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved space plans and specifications therefor(the “Plans and Specifications”), if any; also attached hereto as Exhibit H at Landlord’s cost and (ii) a temporary or permanent certificate expense by the Anticipated Delivery Date. Tenant has provided Landlord with all necessary information regarding Tenant’s space planning needs in connection with its use of occupancy the Premises, which has been issued by reflected in the governmental authority having jurisdiction with respect Plans and Specifications, and Tenant has approved and agreed to Exhibit H and the Plans and Specifications. Landlord's ’s Work or shall not include Tenant’s furniture, trade fixtures, equipment and personal property and is limited to the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workfit-up construction, as generally laid out and specified on Exhibit H and the Plans and Specifications. Landlord shall have no liability whatsoever to Tenant substantially complete Landlord’s Work in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includinga good and workmanlike manner and otherwise in compliance with all Legal Requirements, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement Americans With Disabilities Act. Tenant acknowledges that Landlord’s Work, except as expressly provided in the Plans and Specifications or Exhibit H, will be designed and constructed to the general quality of the obligation to pay Rent by Xxxxxx as design and construction of the Commencement DateBuilding and in accordance with Landlord’s building standards for the Building. Landlord reserves the right to make changes and substitutions to the Plans and Specifications in connection with the construction of Landlord’s Work, provided same do not materially adversely modify the Plans and Specifications or Exhibit H. Landlord shall make any changes to the Plans and Specifications requested by Tenant, provided, however, that any material change requested by Tenant shall require Landlord’s approval, not to be unreasonably withheld, conditioned or delayed, and Tenant shall be responsible for and promptly (but in no event longer than ten (10) days after request therefor accompanied by a reasonably detailed statement therefor) shall pay directly or pay to Landlord for, as appropriate, and indemnify and reimburse Landlord for, from and against, any such costs resulting from such changes to Landlord’s Work or the plans and specifications relating thereto, including any upgrades from Building standard construction materials; and Tenant agrees that if any such changes do result in delay in the Substantial Completion Date (as defined below), same shall be deemed a Tenant Delay (as defined below). To the extent Tenant is required or has the option to select colors and finishes for Landlord’s Work, Tenant shall promptly make such selections from the Building standard selections offered by Landlord.

Landlord’s Work. Landlord shall cause to be performed at Landlord's sole cost and expense the work described in Exhibit B (a) For purposes of this lease, hereinafter referred to as the "Landlord's Work" means"). The Exhibit B which is attached hereto as of the date hereof is a preliminary general description of the Landlord's Work. The obligations of the parties hereunder are expressly conditioned upon Landlord producing at Landlord's sole cost and expense, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" detailed specifications for the Landlord's Work not later than ________which have been approved by the parties on or before March 14, 20________ 1997 (after approval, the "Substantial Completion Target DatePlans"), such Plans to be memorialized in an amendment to this Lease pursuant to which the Plans will replace or supplement the current Exhibit B. If the Plans have not been approved on or before March 14, 1997, this Lease shall, at the option of either party exercised pursuant to written notice to the other, terminate, the Security Deposit shall be returned to Tenant and neither party shall have any further rights or obligations hereunder. For purposes of this lease, XxxxxxxxAll the Landlord's Work shall be done in a good and workmanlike manner employing first quality new materials and so as to conform to all applicable governmental laws, ordinances and regulations and the Plans. Landlord shall not make any changes to the Plans without obtaining Tenant's prior written approval, which approval shall not be unreasonably withheld, conditions or delayed. In the event the Tenant fails to respond within five (5) days of the Landlord's written request for Tenant's approval to the initial draft of the Plans and any revisions or changes to the Plans, the Tenant's approval will be deemed given. All material changes to the Plans must be in writing and signed by both Landlord and Tenant. Landlord shall pay for all fees incurred by the Landlord in connection with Landlord's Work, including, without limitation, all architectural, engineering, consultant, utility, loan, development, transaction and building permit fees. Notwithstanding anything contained in this Lease or in this Section to the contrary, the Landlord has provided the Tenant with a construction allowance (the "Tenant Allowance") of up to but not exceeding the amount to be "Substantially Complete" as of the date set forth on which the general contractor or the architect employed by Landlord Exhibit B-1 with respect to the construction items (the "Allowance Items") described or listed on Exhibit B1. Exhibit B-1 will be incorporated into this Lease in conjunction with the amendment to incorporate the revised Plans. Any costs for the Allowance Items in excess of the Tenant Allowance will be the sole responsibility of the Tenant. In the event the cost of any Allowance Item will exceed the Tenant Allowance for the applicable Allowance Item, the Landlord will not be obligated to cause any work under this section to be performed unless and until the Tenant deposits with Fleet National Bank the amount in excess of the Tenant Allowance or other arrangements satisfactory to the Landlord in its reasonable discretion are made with respect to payment by the Tenant of such additional costs. Tenant may, at any time, without prejudice, deposit requested amounts hereunder with XxXxxxxx, Xxxx & Xxxxx, to be held in escrow pending resolution of the dispute. In the event that the Tenant desires to request a change in the Landlord's Work and/or installation Plans, the Tenant shall make such a request in writing. The Landlord shall review and either approve in writing (with or without modification by Landlord) or reject such changes within 10 days of its receipt of Tenant's written request. The Tenant shall bear the cost of the preparation of any plans and specifications, and any modifications thereof, which are required. The Tenant shall also be responsible to pay for the increase in cost of any such changes, including the contractor's and Landlord's markup for overhead and profit in connection therewith. The Landlord shall not be obligated to perform such change orders requested by the Tenant until both the Landlord and the Tenant have executed same and Tenant has agreed to pay for the costs of such change and/or modification of the scope of Landlord's Work and Plans. The parties agree that their consent to any change orders will not be unreasonably withheld, conditioned or delayed except that all deadlines for the completion of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer be extended as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)delay resulting from Tenant's change orders.

Landlord’s Work. This Exhibit is attached to and made a part of the Lease by and between NORMANDY XXXXXXXXX ROAD, LLC, a Delaware limited liability company (a“Landlord”) For purposes and BIO-KEY INTERNATIONAL, INC., a Delaware corporation (“Tenant”) for space in the Building located at 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts 01752. Landlord and Tenant have attached to this Lease as Exhibit F-1 preliminary plans and specifications for the construction of this lease, "Landlord's the Premises (the “Landlord Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed ”) which have been approved by Landlord and Tenant (the “Plans”). Subject to Tenant’s delivery of $3,000 to Landlord as Tenant’s contribution for installation of electrical outlets set forth in item 13 of Exhibit F-1 prior to commencement of construction, Landlord agrees to construct the Premises on a “turnkey basis” in accordance with the terms Plans, which construction shall be completed in a good and conditions workmanlike manner and in compliance with all applicable laws and regulations. In the event Tenant desires any changes to the Plans, Tenant shall submit to Landlord proposed changes to the Plans. Within five (5) business days after receipt of this leaseany proposed changes from Tenant, as more particularly described in Exhibit ________ attached Landlord shall approve or reject same and if rejecting same, shall state the reasons for such rejection, and Landlord’s approval shall not be unreasonably withheld or delayed, except that Landlord shall have complete discretion with regard to and hereby made a part granting or withholding approval of this leasethe portions of the changes to the extent the they would impact the Building’s structure or systems, affect future marketability of the Premises or Building or would be visible from the common facilities or exterior of the Building. Landlord shall, upon granting of any approval, notify Tenant of the amount of additional cost arising therefrom, if any, which shall use commercially reasonable efforts include Landlord’s designated contractor’s Profit of ten percent (10%) (“Additional Construction Cost”), which Tenant shall pay to "Substantially Complete" Landlord upon demand, and the Landlord's Work amount of additional time required by Landlord to implement and complete said changes. Tenant reserves the right to approve the undertaking of such subcontractor work within five (5) business days of the date Landlord provides Tenant with the Additional Construction Cost. If Tenant fails to notify Landlord in writing that Tenant does not later than ________approve such contractor work, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work Tenant shall be deemed to be "Substantially Complete" as have approved same. Tenant hereby acknowledges that any failure by Tenant to approve such subcontractor work may result in a delay in completion of the date on which Landlord’s Work. In the general contractor or the architect employed event of a rejection by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing any proposed changes, Tenant may revise such changes and re-submit them pursuant hereto. No plans submitted to Landlord that: (i) Landlord's Work has been substantially completed shall be considered to be Plans unless they are submitted to Landlord signed and in proper and sufficient form for Landlord to obtain all material respects substantially necessary permits and approvals to construct the Premises in accordance with such Plans. All change order requests and information pertaining thereto shall be conveyed to Landlord by , Tenant’s designated representative. In the event Tenant desires any change in the Plans, Tenant shall submit to Landlord together with the proposed changes, instructions to Landlord as to whether to cease work or cease any segment of work while the change is in the approval process or whether Landlord should continue constructing the Premises in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by Plans notwithstanding the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workproposed changes thereto. Landlord shall have no liability whatsoever to Tenant in In the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in no such eventinstructions are given, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of continue constructing the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything Premises in accordance with the Plans without regard to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date).proposed changes

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations In a good workmanlike manner and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with all applicable laws, Landlord shall, at Landlord’s sole cost and expense, perform the terms following work using Building standard materials (collectively, “Landlord’s Work”): (i) with respect to the Atlantic Building, (A) modify the existing handicap access ramp on the exterior of the Atlantic Building as and conditions to the extent necessary to correct any existing non-compliance of the ramp with applicable laws in effect as of the date of execution and delivery of this leaseFifth Amendment, (B) seal the cracks on the façade of the Atlantic Building at the entrance thereof to the extent existing as of the date of execution and delivery of this Fifth Amendment, (C) install a seismic actuated gas shutoff valve at the gas mains into the Atlantic Building, and (D) add a flexible pipe section to the fire sprinkler line outside the Atlantic Building for seismic concerns, similar to the sections added to other buildings in the Project including the Challenger Building; and (ii) with respect to the Challenger Building, install a seismic actuated gas shutoff valve at the gas mains into the Challenger Building. Tenant acknowledges that Landlord will be performing Landlord’s Work during Tenant’s occupancy of the Existing Premises under the Lease, as more particularly described hereby amended (and may be performing Landlord’s Work during Tenant’s occupancy of the Atlantic Expansion Space), and Tenant agrees that: (1) Tenant shall reasonably cooperate with Landlord and Landlord’s schedule of performance of Landlord’s Work during such occupancy so that Landlord may timely perform Landlord’s Work without unreasonable interference from Tenant (and in Exhibit ________ attached connection therewith, Landlord may cause Landlord’s Work to be performed during normal business hours as reasonably necessary to complete the same in a timely manner, without any obligation to pay overtime or other premiums); and (2) Tenant shall accept all reasonable inconveniences associated with the performance of Landlord’s Work and agrees that the performance of Landlord’s Work shall not constitute a constructive eviction of Tenant, nor entitle Tenant to any Rent abatement compensation (except as otherwise provided in Paragraph 7(d) of the Original Lease, as added by Section 9.3 below) or other damages from Landlord, nor subject Landlord to any liability, except for any injury to persons or damage to property (but not loss of business or other consequential damages) to the extent caused by Landlord’s negligence or willful misconduct and not insured or required to be insured by Tenant under the Lease, as hereby made a part of this lease. amended; provided, however, Landlord shall agrees to use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes minimize unreasonable interference with Tenant’s use of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect and access to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: Existing Premises (iand following the Atlantic Expansion Space Commencement Date, the Atlantic Expansion Space, as the case may be) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in of such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)’s Work.

Landlord’s Work. Landlord shall construct the leasehold improvements set forth in the plans and specifications attached hereto as EXHIBIT "E" (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this leaseThe Premises will be delivered to Tenant in compliance with the ADA and any other laws, Xxxxxxxx's Work shall be deemed codes, ordinances or regulations applicable to be "Substantially Complete" the Premises, as such laws are interpreted at the time of the date on which issuance of the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of building permit for Landlord's Work. Landlord shall have no liability whatsoever use all commercially reasonable efforts to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete substantially complete Landlord's Work on or before August 23, 1997, subject only to delays caused by Tenant or delays otherwise outside of the Substantial Completion Target Date (includingreasonable control of Landlord. Subject to Landlord's warranty as provided below, without limitation, for any damages taking of possession by Tenant of the Demised Premises shall be conclusively deemed to establish that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work has been completed and that the Leased Premises are in good and satisfactory condition and are in compliance with the terms of this Lease, as soon of the date possession was so taken by Tenant, except as possible thereafterto such items, if any, as are disclosed to Landlord by Tenant in writing within ten (10) days of such taking of possession. Landlord warrants to Tenant that Landlord's Work will be free of defects in workmanship and materials for a period of one-year following the Commencement Date. Upon execution of this Lease, Tenant shall use commercially reasonable efforts to complete any portions or aspects pay into escrow with Commonwealth Land Title Insurance Company $145,493.00 as payment for the costs of Landlord's Work and related expenses, which money shall be incomplete disbursed to Landlord in accordance with the Escrow Agreement attached to this Lease as of EXHIBIT "G". If the date of Substantial Completion costs and expenses of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease(including design and other "soft" costs) exceed $145,493.00, Tenant hereby acknowledges shall pay the excess to Landlord within 10 business days of a request from Landlord for payment accompanied by reasonable documentation evidencing such costs. If the costs and agrees that the construction and/or installation expenses of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this leaseincluding design and other "soft" costs) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitationare less than $145,493.00, the commencement of balance remaining in escrow shall be disbursed to Tenant as provided in the obligation to pay Rent by Xxxxxx as of the Commencement Date)Escrow Agreement.

Landlord’s Work. (a) For purposes The “Landlord’s Work” shall consist of this lease, "Landlord's Work" means, collectively, certain work on the alterations and improvements existing exterior doors to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this leaseAdditional Premises, as more particularly specifically described in on Exhibit ________ “B” attached hereto. Tenant shall provide Landlord and its contractor reasonable access to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts the Additional Premises as necessary or desirable to "Substantially Complete" complete the Landlord's ’s Work in a timely manner and without unreasonable interference from Tenant, its agents, employees and contractors, provided that both Landlord and Tenant and their respective contractors shall conform with Tenant’s contractor’s schedule and work for the Additional Tenant Improvements in such a manner as to maintain harmonious labor relations and as not later than ________, 20________ (to interfere with or delay the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as work of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafterother party’s contractors. Landlord shall use commercially reasonable efforts to complete the Landlord’s Work within thirty (30) days after the Effective Date, subject to Tenant’s obligations regarding cooperation and access in this Section 4.1 and further subject to any portions delay caused by Tenant, its employees, agents or aspects contractors or resulting from work on the Additional Tenant Improvements. Tenant shall have ten (10) days following Landlord’s written notice to Tenant that the Landlord’s Work has been completed in which to notify Landlord of any defects in the construction of Landlord's Work ’s Work, which Landlord shall promptly and diligently correct following receipt of such notice, subject to Tenant’s obligations regarding cooperation and access in this Section 4.1. If Tenant fails to notify Landlord of any such defects within such ten day period, or upon completion by Landlord of any correction work with respect to any defects so noted by Tenant, Tenant shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything deemed to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees have acknowledged that the construction and/or installation of Landlord's ’s Work has been completed by Landlord and accepted by Tenant and Landlord shall not be deemed in any way have no further obligations to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Landlord’s Work.

Landlord’s Work. (a) For purposes On or before March 1, 1997, Tenant shall prepare and deliver to Landlord a detailed report which itemizes (1) portions of this leasethe HVAC system, roof and roof membrane, Building structure, plumbing, electrical, systems and parking lot which are not in good operating condition, and (2) conditions in the Premises which were not constructed in compliance with or were not subsequently modified as was required under municipal, State of California or federal statutes, laws, rules, regulations, orders specifically applicable to the Premises (including without limitation all applicable fire and building codes) (collectively, "Laws"), including without limitation any laws requiring installation of a fire sprinkler system, seismic reinforcement and related alterations, removal of asbestos and compliance with the Americans with Disabilities Act and California Code of Regulations Title 24 (except that Tenant shall be responsible for all modifications to the interior of the Premises which may not comply with Laws related to persons with disabilities, including without limitation the Americans with Disabilities Act). Upon delivery of prior written notice to Landlord, Tenant shall have reasonable access to the Premises for the purpose of performing such inspections; provided that Tenant shall not disturb the use and occupancy of the Premises by Landlord's Work" meansexisting tenant. Tenant shall not make any boring or otherwise alter or modify the Premises without the prior written consent of Landlord. If Landlord grants such consent, collectivelyTenant shall return any such boring, the alterations and improvements modification or alteration to the demised premises condition which existed prior to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leasesuch work. Landlord shall use commercially reasonable efforts to "Substantially Complete" the At Landlord's Work not later than ________request, 20________ (the "Substantial Completion Target Date"). For purposes Tenant shall deliver to Landlord copies of this lease, Xxxxxxxxall consultant's Work shall be deemed to be "Substantially Complete" as reports prepared by or on behalf of Tenant in its investigation of the date on which physical condition of the general contractor or the architect employed by Premises. Tenant shall indemnify, protect, defend and hold harmless Landlord with respect to the construction and/or installation of and Landlord's Work shall certify in writing employees agents and contractors from and against all claims, demands, losses, liabilities, costs, fees and expenses (including attorneys and consultants' fees) arising out of or related to Landlord that: (i) Landlordsuch inspections by Tenant and or Tenant's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforagents employees or contractors, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees except that the construction and/or installation of Landlord's Work by Landlord foregoing shall not be deemed apply to matters which arise solely because they are identified in any way to constitute a condition precedent to the occurrence report prepared by or on behalf of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Tenant.

Landlord’s Work. Landlord has no obligation to improve the Premises in any manner, except for the completion of the Landlord’s Work (a) For purposes of defined below). Notwithstanding anything in the Lease or this lease, "Landlord's Work" means, collectively, the alterations and improvements Work Letter to the demised premises contrary, Landlord shall construct, install and perform, and the Tenant Improvement Work shall not include, all of the improvements and work (the “Landlord’s Work”) described on Exhibit “D” attached hereto and made a part hereof. The Landlord’s Work shall be performed (i) at Landlord’s sole cost and the Tenant Improvement Allowance shall not be applied to be constructed and/or installed by Landlord pay for any Landlord’s Work, (ii) in a good and workmanlike manner using new materials of good quality, (iii) in accordance with all Legal Requirements, and (iv) in accordance with plans and specifications prepared by Landlord. With respect to those items listed on Exhibit “D” as “Approval Items”, the terms plans and conditions of this leasespecifications therefor shall be approved by Tenant, as more particularly described in Exhibit ________ attached to which approval shall not be unreasonably withheld, conditioned or delayed and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work which approval shall be deemed given if Tenant fails to approve or reject the same within ten (10) days of Landlord’s request for approval of same (or, in the case of resubmitted working drawings, within five (5) days). Subject to Section 7 below, Landlord shall cause Landlord’s Work to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work Completed on or before the Substantial Completion Target Commencement Date (includingand shall cause the components of Landlord’s Work to be completed by any completion dates identified in Exhibit “D”. Landlord, without limitationat Landlord’s sole cost, for shall promptly correct and repair any damages failure of the Landlord’s Work to be constructed in accordance with Legal Requirements, the Lease and this Work Letter and any defects in materials or workmanship of the Landlord’s Work. Landlord and Tenant acknowledge that Landlord may be performing the Landlord’s Work at the same time as Tenant may suffer as a result thereof or in connection therewith); provided, however, in is performing the Tenant Improvement Work. In such event, Landlord and Tenant shall use commercially reasonable efforts to Substantially Complete coordinate the Landlord's ’s Work as soon as possible thereafter. Landlord with the Tenant Improvement Work with each other and shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as cooperate with each other reasonably in the scheduling, sequencing and performance of the date of Substantial Completion of Landlord's ’s Work as soon as possible thereafter. Notwithstanding anything to and the contrary set forth elsewhere in this lease, Tenant hereby acknowledges Improvement Work (and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Datevice-a-versa).

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations The parties hereby acknowledge and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: agree that (i) Landlord's ’s Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement Additional Landlord’s Work Obligations, but excluding the components of the originally contemplated Landlord’s Work which now constitute the New Tenant’s Work Obligations) has previously been completed by Landlord, and (ii) notwithstanding any contrary provision of the Lease or the Work Letter, Landlord shall have no obligation to pay Rent by Xxxxxx as construct the work comprising the New Tenant’s Work Obligations or the corresponding work that would have otherwise been part of Landlord’s Work. Further notwithstanding any contrary provision of the Commencement DateLease, as amended hereby, or the Work Letter, Landlord shall, at Landlord’s sole cost, following Landlord’s receipt of notice from Tenant on or prior to Xxxxx 00, 0000, (x) repair any structural defects in the concrete retaining wall located at the Project or cosmetic defects which are unsightly to an unreasonable extent in the event that a structural engineer selected by Landlord and reasonably approved by Tenant determines that such wall has structurally failed or has cosmetic defects which are unsightly to an unreasonable extent, and (ii) repair the decorative scored asphalt at the Project in the event that the deteriorating condition of such asphalt becomes unsightly to an unreasonable extent or there is a reasonable likelihood that such deteriorating condition will cause personal injury (collectively, “Landlord’s Extra Repair Obligations Through 3/20/20”).. The parties agree that Landlord’s Extra Repair Obligations Through 3/20/20 shall not apply with respect to any matters for which Tenant fails to notify Landlord in writing on or prior to March 20, 2020. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). XXXXXX REALTY 000 X. Xxxxxxxxxxx Xxxx [Synopsys, Inc.]

Landlord’s Work. Subject to the provisions of the Lease, including, without limitation this Exhibit C, Landlord shall, at Landlord’s cost and expense (provided that if the actual cost of any portion of Landlord’s Work exceeds the amount set forth for such portion in the Scope of Work, as defined herein, due to any change requested by Tenant after the Effective Date, Tenant shall reimburse Landlord for such excess within ten (10) days of demand therefor), (i) construct the Building, (ii) prepare the Premises for delivery to Tenant in “warm, lit shell” condition (which shall include heat provided by one Cambridge Air Solutions model S950 heating unit, four (4) bathroom stalls, LED lighting, and all base building systems in good working order), and (iii) prepare up to 3,000 square feet of office space in “turn-key” condition for Tenant’s Permitted Use (collectively “Landlord’s Work”), substantially in accordance with the scope of work attached hereto as Exhibit C-1 (collectively, the “Scope of Work”) and the office finish schedule attached hereto as Exhibit C-2. Landlord and Tenant will work together in good faith to finalize plans and specifications for Landlord’s Work (the “Plans and Specifications”) within forty-five (45) days after the Effective Date, provided that in no event shall Landlord be liable for any failure of the parties to finalize such Plans and Specifications within such forty-five (45) day period. Notwithstanding the foregoing, Landlord may, following such finalization, update, modify and refine such Plans and Specifications from time to time, including in connection with the completion of the construction documents phase of the Building’s design process; provided, however, that any such modifications, unless required by Legal Requirements or by permits or approvals issued by governmental authorities having jurisdiction over the Project, (a) For purposes shall not materially and adversely affect Tenant’s use of this lease, "Landlord's Work" means, collectively, the alterations and improvements or access to the demised premises to be constructed and/or installed by Landlord in accordance Premises and (b) shall otherwise comply with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached Lease. Upon Tenant’s request from time to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventtime, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects update Tenant and its representatives about the status of Landlord's ’s Work which shall be incomplete as of and the then estimated date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Completion.

Landlord’s Work. Tenant accepts the Expansion Space in its “as-is” condition as shown on Exhibit B attached hereto and incorporated herein by reference, subject to the tenant improvement items shown on the plans attached hereto as Exhibit C (athe “Phase I Work”) and Exhibit D (the “Phase II Work”). Other than defects caused by or arising from Tenant’s acts or omissions, Landlord warrants that the Office Space shall be free of defects in materials and workmanship for a period of one (1) year from the Expansion Space Commencement Date. The Phase I Work and the Phase II Work are sometimes collectively referred to herein as “Landlord’s Work”. Landlord shall perform Landlord’s Work. Unless otherwise specified on the plans attached hereto as Exhibit C and Exhibit D, all Landlord’s Work shall be done to Landlord’s Tenant Improvement Standards attached as Exhibit B-4 to the Lease. Tenant shall occupy the Office Space upon substantial completion of the Phase I Work and shall occupy the Lab Space upon substantial completion of the Phase II Work. Upon substantial completion of the Landlord’s Work for each Phase, Landlord shall notify Tenant of such substantial completion and Landlord and Tenant shall inspect the Landlord’s Work for such Phase and shall prepare a punchlist of items of Landlord’s Work requiring repair which Landlord shall complete within thirty (30) days. Notwithstanding anything contained herein or in Exhibit C and Exhibit D to the contrary it is understood that Landlord’s Work shall not include the improvements set forth on Exhibit E attached hereto and incorporated herein by reference, whether “priced” by Landlord or not. If Tenant wishes to have any of the work or tenant improvements listed on Exhibit E performed, then the same shall be done at Tenant’s expense as a change order or shall be done by Tenant at Tenant’s expense. Any work done by Tenant at Tenant’s expense is subject to Landlord’s prior written approval and other requirements of Section 5.01 of the Lease regarding alterations or work by Tenant. This Amendment presumes that the Phase I Work and the Phase II Work shall be done “turnkey”, with Landlord paying for the cost of constructing the Phase I Work and the Phase II Work. No changes may be made to the Phase I Work. Landlord will not be able to make significant changes to the items included the Phase II Work unless Tenant pays for the entire cost of such changes with no offset for deleted items, if any, and Landlord may require Tenant to deposit with Landlord the estimated costs of such changes in excess of the Change Order Allowance set forth below. If significant changes to the Phase II Work are requested, but Tenant does not agree to pay for such changes or does not deposit the estimated cost of such work with Landlord, then Landlord, at its option may (i) refuse to perform the requested change(s) or (ii) convert the nature of the agreement as to the Phase II Work from a “turnkey” arrangement to a “Tenant pays for upfit” arrangement with Landlord providing a “tenant improvement allowance” for the Phase II Work in the amount of$54,500.00 (this amount being representative of the cost of the Phase II Work outlined on Exhibit D). If Landlord converts the nature of the agreement as to the Phase II Work to a “Tenant pays for upfit” arrangement with Landlord providing a tenant improvement allowance, then, Landlord shall give Tenant an offset for deleted items in the Phase II Work pursuant to the approved change orders. Regardless of whether the Phase II Work is a “turnkey” arrangement or “Tenant pays for upfit” arrangement, Landlord will provide an additional allowance up to a $10,000 maximum (the “Change Order Allowance”) for the cost of changes to the Phase I Work and Phase II Work collectively made pursuant to change orders approved by both Landlord and Tenant; provided however it is understood that the Change Order Allowance shall only be used to pay for building standard office improvements; no specialized laboratory equipment or other non-building standard office items or upgrades from building standard office upfit shall be paid for by the Change Order Allowance. For the purposes of this lease, "Landlord's Work" means, collectivelyAmendment, the alterations and improvements upfit items provided to Tenant under the demised premises Lease in connection with the initial upfit of the Existing Premises shall be considered to be constructed and/or installed “building standard office improvements”. For each $5,000 (or portion thereof) of the Change Order Allowance used, the base rental rate on the Additional Space shall increase by Landlord $0.16 per square foot per annum on a pro-rata basis based on the amount of the Change Order Allowance actually used. Tenant acknowledges that Landlord, its employees, agents, contractors (and their subcontractors) shall be working on the Phase II Work and any punchlist items for the Phase I Work in accordance with the terms Expansion Space (and conditions of this leaseas necessary in the Existing Premises) after the Expansion Space Commencement Date. Tenant hereby grants to Landlord, as more particularly described its employees, agents, and contractors (and their subcontractors) an easement in Exhibit ________ attached and over the Expansion Space and Existing Premises to access and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" perform the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's ’s Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that, provided Landlord is prosecuting Landlord’s Work in a timely manner (subject to delays outside Landlord’s reasonable control and delays caused by Tenant, its agents, employees, invitees and contractors) performance of the Landlord’s Work shall not constitute a constructive eviction or a breach of the warranty of quiet enjoyment for either the Expansion Space or the Existing Premises. Other than defects caused by or arising from Tenant’s acts or omissions, Landlord warrants that the Lab Space shall be free of defects in materials and workmanship for a period of one (1) year from the completion of the Phase II Work. Tenant shall not occupy the Lab Space prior to the substantial completion of the Phase II Work and shall coordinate with Landlord so as to not delay the completion of the Phase II Work. Notwithstanding the foregoing, if Landlord or Landlord’s construction manager determines the same will not interfere with the performance of the Phase II Work, Landlord hereby agrees to give Tenant, its agents and contractors access to the Lab Space at least two (2) weeks prior to the dxxx Landlord estimates it will complete the Phase II Work to install Tenant’s telephone and wiring for the Lab Space, provided however, Tenant, its agents and contractors shall coordinate their work with Landlord, Landlord’s contractor and/or installation construction manager so as to not interfere with the Phase II Work. Tenant acknowledges that all of Landlord's ’s Work by Landlord shall not be deemed in any way to constitute a condition precedent regard to the occurrence of tenant improvements for the Commencement Date (as such date is Existing Premises set forth in Paragraph 1.3 Article 3 of this lease) or the Lease have been fully completed by Landlord and Tenant has accepted the Existing Premises, subject to the effectiveness of any of additional Landlord’s Work to be done in the agreements or obligations of Tenant set forth in this lease with respect Existing Premises pursuant to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Exhibit C and Exhibit D attached hereto.

Landlord’s Work. Landlord shall construct the Core and Shell of the Center in accordance with Exhibit C attached hereto and made a part hereof. Tenant acknowledges and agrees that the Core and Shell may be modified by Landlord during the planning and construction of the Center, it being understood and agreed that Landlord shall have the right to modify the plans and specifications for the Center (aincluding the Core and Shell) For purposes without Tenant’s consent provided that such modifications are consistent with the character of this lease, "a first-class transit and retail center. Landlord shall Notify Tenant of any modification to the Core and Shell. Landlord shall diligently and in good faith pursue to substantial completion Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this leasehereof, Xxxxxxxx's Work the term "substantial completion" or "substantially complete" shall be deemed to be "Substantially Complete" as of mean the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation completion of Landlord's Work in the condition required by Exhibit C attached hereto and made a part hereof, but for certain minor punch list items, all of which shall certify in writing to Landlord that: (i) be certified as such by Landlord's Work has been substantially Representative. Landlord shall provide at least thirty (30) days prior Notice to Tenant as to the date of such substantial completion and Tenant shall have ten (10) days after the date of substantial completion to inspect the Premises to confirm the punch list items based on a joint inspection of the Premises. The punch list items shall have no material adverse effect upon Landlord's delivery of the Premises, and, in any event, shall be reasonably promptly completed in all material respects substantially in accordance with by, or on behalf of, Landlord. If Tenant fails to timely inspect and Notify Landlord of any dispute as to the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate substantial completion of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction punch list items with respect to the Premises, then Tenant shall be deemed to have waived same, and substantial completion with respect to the Premises shall be on the date so designated by Landlord in Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever Notice to Tenant in as to same. In the event that of any dispute between Landlord shall fail for any reason whatsoever and Tenant as to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects substantial completion of Landlord's Work which or any punch list items in connection therewith, then same shall be incomplete as resolved by Arbitration. Such Arbitration shall be the parties' sole and absolute remedy with respect to resolution of any disputes brought under this Section 3.2. The Arbitration shall be governed by all applicable expedited or fast track procedures, and a decision shall be rendered by the arbitrator within thirty (30) days after the Arbitration is complete. The parties shall be entitled to seek, and the arbitrator shall have the authority to grant or deny, emergency interim relief, including injunctive and other equitable relief. The Arbitration shall be overseen by one arbitrator who shall be jointly agreed upon by the parties. Judgment may be entered on the arbitrator's award in a court having jurisdiction, and the parties irrevocably consent to the jurisdiction of any court competent of the date subject matter and sitting in the City and County of Substantial Completion of San Francisco, California (including federal courts) for that purpose. Following the Commencement Date and Landlord's Work as soon as possible thereafter. Notwithstanding anything In order to accommodate certain functions of the Transit Agencies and Rail Operators and to facilitate the safety and security of the Center, Landlord reserves the right from time to time: (a) to install, use, maintain, repair, replace, remove and relocate shafts, pipes, ducts, conduits, wires, risers and other facilities and appurtenant fixtures in the Premises, the ceiling above the Premises, the walls adjacent to the contrary set forth elsewhere Premises, and in this leaseother parts of the Center, Tenant hereby acknowledges and agrees (b) to alter or relocate any facility, whether located in the Premises or in other parts of the Center; provided, that the construction and/or installation of Landlord's Work by same does not materially interfere with any Permitted Use hereunder. In performing such work, Landlord shall not exercise reasonable efforts to minimize interference with Tenant's use of the Premises. Landlord reserves the right from time to time to designate the days and hours during which any areas of the Center shall be deemed in any way to constitute a condition precedent open to the occurrence public; to close temporarily or permanently all or any portion of such areas for any purpose; to erect any gate, chain or other obstruction or to close off any portion of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or Center to the effectiveness of public at any of the agreements time to prevent injury to persons or obligations of Tenant set forth property, or as may be required in this lease connection with respect any Center operations, and, in connection therewith, to seal off all entrances to the demised premises (includingCenter, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)or any portion thereof.

Landlord’s Work. Landlord shall construct the Premises in accordance with Landlord’s obligations as set forth in the work letter attached hereto as Exhibit B, and hereinafter referred to as “Landlord’s Work”. Landlord will deliver the Premises to Tenant with all of Landlord’s Work substantially completed (except for minor and non-material punch list items that Landlord and Tenant reasonably agree will not delay completion of Tenant’s Work, as defined in subparagraph B of this Article) on or before the Commencement Date or other date specified in Exhibit B. As of the date Landlord delivers the Premises to Tenant, all lighting fixtures shall be in proper working order (subject to minor issues customarily treated as punch list matters) and all interior glass walls and all other walls shall be intact (and all loose impediments, pallet shelving and other freestanding equipment in the Premises shall be removed) per the prior tenant’s floor plan as viewed by Tenant on March 19, 2008, with any repairs or replacements to such glass walls that are needed shall be at Landlord’s sole cost and expense (and shall not be paid for from the Tenant Improvement Allowance). If Landlord is delayed in completing Landlord’s Work by strike, shortages of labor or materials, delivery delays, delays caused by Tenant or other matters beyond the reasonable control of Landlord, then Landlord shall give notice thereof to Tenant and the date on which Landlord is to turn the Premises over to Tenant for Tenant’s Work and the Commencement Date shall be postponed for an equal number of days as the delay as set forth in the notice. Providing, however, if such delays exceed ninety (90) days, then either Landlord or Tenant upon notice to the other shall have the right to terminate this Lease without liability to either party. If the Commencement Date is postponed as described above, Tenant shall execute a writing confirming the Commencement Date on such form as set forth in Exhibit E attached hereto upon Landlord’s request. So long as Tenant’s early access to the Premises does not interfere with Landlord’s Work in the Premises, Landlord shall (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements provide Tenant with access to the demised premises Premises immediately following the Effective Date for the limited purpose of viewing and measuring the Premises during Tenant’s design and layout process, (b) provide Tenant early occupancy at least sixty (60) days prior to the Commencement Date to allow Tenant to complete its cabling and equipment installation, and (c) provide Tenant early occupancy at least thirty (30) days prior to the Commencement Date to allow Tenant to complete its fixturing and furnishing work. Tenant’s early access and possession of the Premises shall be constructed and/or installed by Landlord in accordance with upon all of the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord Lease except Tenant shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord pay no rent with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)early possession period.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to Landlord shall alter the demised premises for the Tenant in accordance with and subject to the terms of Landlords Work Criteria annexed hereto as Schedule B. All such work shall be deemed to have been substantially completed, notwithstanding the fact that minor or insubstantial details of construction, mechanical adjustment, decoration, and other work remain to be constructed and/or installed completed. In all other respects, Tenant accepts the demised premises in "as is" condition and Tenant acknowledges that Landlord makes no representation as to the condition thereof, except as herein expressly set forth. The taking of occupancy of the whole or any part of the demised premises by Tenant shall be (A) conclusive evidence, as against Tenant, that Tenant accepts possession of the same and that the demised premises so occupied and the Building equipment, if any, servicing the demised premises, were in good and satisfactory condition at the time such occupancy was so taken, and (B) deemed to be a representation by Tenant that the demised premises are in the condition agreed to by Landlord and Tenant for commencement of the term hereof. Thereafter, Landlord shall have no obligation to do any further work in accordance order to make the demised premises suitable and ready for occupancy and use by Tenant, excepting any minor punch list items. Any work to be performed by Tenant shall be subject to compliance with the terms and conditions of this lease. Promptly following the substantial completion of the such work by Landlord, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord the parties shall use commercially reasonable efforts to "Substantially Complete" the within fifteen (15) days thereafter, at Landlord's Work not later than ________request, 20________ execute a writing acknowledging the Commencement Date (the "Substantial Completion Target DateCommencement Date Agreement)"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this leasecontained herein, the term of the lease shall commence on Please Initial Landlord BF Tenant hereby acknowledges MS ---- ---- the Commencement Date as defined herein, and agrees that any failure of the construction and/or installation of Landlord's Work by Landlord parties to execute such Commencement Date Agreement shall not be deemed in any way to constitute a condition precedent to affect the occurrence validity of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent fixed and determined by Xxxxxx Landlord as of the Commencement Date)aforesaid.

Landlord’s Work. The parties acknowledge the demised premises will be delivered in an "as is" condition, except for the following items which shall be Landlord's obligation to perform at its sole cost and expense (a) For purposes of this lease, "Landlord's Work" means"): Following the satisfaction or waiver of the contingencies set forth in Articles 40 through 44 inclusive below, collectively, Landlord shall remove all then-existing Hazardous Materials (as defined in Article 26 below) as shown in the alterations Phase II Environmental Report to be prepared by Landlord from the demised premises and improvements to restore the surface of the demised premises to its condition existing prior to such removal, and shall provide Tenant with a certification from the party performing the remediation of Hazardous Materials showing that all Hazardous Materials required to be constructed and/or installed by Landlord removed or abated pursuant to this Section 5 have been removed or abated in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseapplicable law. Landlord shall use commercially reasonable efforts deliver the demised premises to "Substantially Complete" the Landlord's Work not later than ________Tenant, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation all of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforcompleted, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingMarch 1, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter1997. Notwithstanding anything to the contrary set forth elsewhere herein, Landlord shall not be obligated to remove any such Hazardous Materials which are in this leasecompliance with applicable law and whose presence would not in any manner interfere with Tenant's ability to secure all permits and authorizations required to develop and use the Property for Tenant's intended use or materially interfere with Tenant's use and enjoyment of the Property; provided, Tenant hereby acknowledges Landlord shall remain liable for removal of any such Hazardous Materials should the presence of any such Hazardous Materials materially interfere with Tenant's use and agrees that enjoyment of the construction and/or installation Property. Further, if the estimated cost of Landlord's Work by shall exceed Two Hundred Thousand Dollars ($200,000), Landlord shall have the right to terminate this Lease in lieu of performing Landlord's Work unless Tenant shall agree to pay all costs of Landlord's Work in excess of Two Hundred Thousand Dollars ($200,000). Further notwithstanding anything to the contrary set forth herein, Landlord shall not be deemed in any way obligated to constitute a condition precedent to remove or abatx xxx asbestos or asbestos containing materials contained within the occurrence of buildings located on the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Willxxxx Xxxcel.

Landlord’s Work. The Landlord will perform the following work, at Landlord’s sole cost and expense (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations “Landlord Work”): (i) paint the walls of the Premises designated on Exhibit A (the “Painting Area Diagram”) (the “Painting Work”), (ii) rebuff the break room floor, shampoo the carpet throughout the Premises, and improvements recarpet the areas of the Premises noted on Exhibit B (the “Carpeting Area Diagram”) to this Amendment (the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease“Carpeting Work”), (iii) repair or replace, as more particularly described necessary, damaged or stained ceiling tiles, (iv) upgrade the bathroom as specified in Exhibit ________ attached C to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ Amendment (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's “Bathroom Work”) and all selections with regard to such materials required for the Bathroom Work shall be deemed subject to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect Tenant’s reasonable approval, and (v) add Tenant’s name and logo to the construction and/or installation of Landlord's Work shall certify in writing to Landlord outside monument signage along Alliance Road (“Signage Work”). Regarding the Painting Work, it is confirmed and agreed that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforareas to be painted will be double rolled, if any; and the same color (or as close thereto as possible) as currently exists, (ii) a temporary or permanent certificate no door frames are included, and (iii) in addition to the areas set forth on the Painting Area Diagram, Landlord will cause one of occupancy has been issued the stairwells selected by Tenant including the governmental authority having jurisdiction hand rail from the second (2nd) floor down to be painted. Regarding the Carpeting Work, Landlord will try to match the existing carpet with respect like cut pile carpeting of similar quality to Landlord's Work or the governmental authority having jurisdiction existing carpeting. Regarding the Signage Work, Tenant shall be entitled to one panel on the outside monument signage along Alliance Road (the “Monument Sign”) and, subject to compliance with respect applicable law and such Tenant signage being reasonably consistent with other sign panels on the Monument Sign, Tenant shall be entitled to Landlord's Work has otherwise evidenced select the format, size and color of its approval of Landlord's Worksign panel on the Monument Sign. Landlord shall have shall, subject to events beyond its reasonable control and Tenant’s reasonable cooperation, perform the Landlord’s Work no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date later than thirty (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of 30) days after the date of Substantial Completion of Landlord's Work as soon as possible thereafterthis Amendment. Notwithstanding the foregoing sentence or anything to the contrary set forth elsewhere in this leaseAmendment, Landlord agrees that if Landlord has not completed the Landlord’s Work within ninety (90) days after the date of this Amendment, Tenant hereby acknowledges shall have the right to complete the remaining incomplete Landlord’s Work (as specified in this Amendment) (the “Tenant Self Help Work”) and, following the completion of the Tenant Self Help Work and agrees that the construction and/or installation presentation to Landlord of Landlord's Work paid invoices for such Tenant Self Help Work, Tenant may elect to invoice Landlord for amounts paid by Tenant or to offset Monthly Base Rental due from Tenant to Landlord shall not be deemed in any way to constitute a condition precedent an amount equal to the occurrence of reasonable, substantiated costs incurred by Tenant in completing the Commencement Date Tenant Self Help Work (as such date is the “Set Off Amount”). If the Set Off Amount exceeds one month’s Monthly Base Rental, Tenant shall be entitled to continue to set forth in Paragraph 1.3 of this lease) or off future Monthly Base Rental payments due from Tenant to Landlord until Tenant has recovered the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)full Set Off Amount.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Except for Landlord's Work not later than ________described in the Work Letter Agreement attached hereto as Exhibit C, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work Premises shall be deemed delivered "AS IS", subject to all title matters, all applicable zoning, and Laws and Insurance Regulations, as defined in Section 5.1 (a), and except as set forth in this Lease, Landlord shall not be required to make any repairs or replacements (hereafter jointly "Substantially Complete" as of the date on which the general contractor Repairs") or the architect employed by Landlord with respect improvements, alterations or additions (hereafter collectively "Improvements") to the construction and/or installation of Landlord's Work shall certify in writing Premises. Tenant acknowledges that Tenaxx xxx inspected (or had the opportunity to Landlord that: (iinspect) Landlord's Work has been substantially completed in all material respects substantially in accordance the Premises, is satisfied with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect condition thereof subject to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval completion of Landlord's Work. Tenaxx xxxees that all claims with respect to Landxxxx'x Xork shall be made within One (1) year of the Commencement Date or, in the case of latent defects, not later than thirty (30) days following the manifestation of such defect, and that all claims not made within such periods shall be forever waived. The parties acknowledge that Landlord will be constructing certain improvements ("Leasehold Improvements") to the Building in accordance with the Work Letter Agreement attached hereto as Exhibit C. Landlord shall have no liability whatsoever use reasonable efforts to Tenant in complete the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work construction of the Leasehold Improvements and deliver the Premises on or before the Substantial Completion Target anticipated Commencement Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or set forth in connection therewith); provided, however, in such event, the Basic Lease Information. If Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts has been unable to complete any portions such Leasehold Improvements and deliver the Premises on or aspects of Landlord's Work which shall be incomplete as of before the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this leaseanticipated Commencement Date, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to liable for such failure, such failure shall not affect the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 validity of this lease) Lease. If Landlord has been unable to construct the Leasehold Improvements or deliver the Premises because Tenant has failed to comply with its obligations under the effectiveness of Work Letter Agreement attached as Exhibit C, or if Tenant has otherwise delayed Landlord in completing the Leasehold Improvements or obtaining any of the agreements certificate or obligations of Tenant set forth in this lease with respect to the demised premises (includingapproval for same, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date).then the

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, Landlord represents and warrants that the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly work described in Exhibit ________ “CC” attached hereto (“Landlord’s Work”) is Substantially Complete (as hereinafter defined). With respect to Landlord, “Substantially Complete” or “Substantially Completed” or words of similar import shall mean that Landlord’s Work in the Leased Premises then remaining to be done, if any, consists of minor “punchlist items” and hereby made shall have reached that stage of completion such that Tenant could then proceed to commence Tenant’s Work (defined on Exhibit “C”) without unreasonable interference by reason of those items still required to complete Landlord’s Work. Further, the commencement of Tenant’s Work shall be conclusive evidence that Substantial Completion of Landlord’s Work was, in fact, achieved. Tenant shall have sixty (60) days from the date Landlord delivers possession of the Leased Premises to Tenant to identify (i) any items of Landlord’s Work that are not Substantially Complete (“Incomplete Items”; and the work to complete any Incomplete Items being referred to herein as the “Incomplete Items Work”) and (ii) any “punchlist items” with respect to Landlord’s Work (the work to complete the Incomplete Items and the “punchlist items” is referred to herein as the “Remaining Work”). Tenant shall identify any Incomplete Items and/or “punchlist items” by timely providing a part notice to Landlord describing in reasonable detail any such Incomplete Items and/or “punchlist items” (the “Work Notice”). Landlord will commence the performance of the Remaining Work reasonably promptly following the date Landlord receives the Work Notice, and, subject to Tenant’s compliance with the provisions of this leaseSection 1.5, will complete such “punchlist items” within sixty (60) days from the date Landlord receives the Work Notice, subject to Force Majeure and any delay which results from any act or omission of any Tenant or any employees, agents or contractors of Tenant (each a “Tenant Delay”) (the “Incomplete Items Work Deadline”). Landlord and its employees, contractors and agents shall have access to the Leased Premises at all reasonable times for the performance of the Remaining Work and for the storage of materials reasonably required in connection therewith and Tenant will use all commercially reasonable efforts to avoid any interference with the performance of the Remaining Work. Landlord shall use commercially reasonable efforts to "Substantially Complete" minimize interference with Tenant’s use and occupancy of the Landlord's Work not later than ________Leased Premises during the performance of the Remaining Work. Landlord and Tenant shall use reasonable efforts to cooperate with each other so as to permit the other to work in the Leased Premises at the same time. If the performance by Tenant of work in the Leased Premises interferes with the performance by Landlord of the Remaining Work, 20________ Landlord shall, notwithstanding the foregoing, have the right to notify Tenant of such interference (which notification may be oral) and Tenant shall immediately discontinue such interference. If the "Substantial Completion Target Date"). For purposes of this leasethe Remaining Work is delayed by reason of interference with the performance of Remaining Work caused by Tenant performing work in the Leased Premises at the same time as Landlord or any other act or omission of Tenant, Xxxxxxxx's its agents, employees or contractors, the Remaining Work shall be deemed to be "Substantially Complete" Completed for the purposes hereof as of the date the Remaining Work would have been Substantially Completed but for such Tenant Delay. Except as otherwise expressly set forth herein, there shall be no Rent abatement or allowance to Tenant for a diminution of rental value, no actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under this Lease, and no liability on which the general contractor part of Landlord, by reason of inconvenience, annoyance or injury to business arising from the performance of the Remaining Work or the architect employed by storage of any materials in connection therewith. If Landlord fails to Substantially Complete the Incomplete Items Work on or prior to the Incomplete Items Work Deadline and Tenant’s Work is actually delayed as a result thereof, then, as liquidated damages and as Tenant’s sole remedy therefor, Tenant shall receive a credit of per diem Base Rental with respect to the construction and/or installation affected portion of Landlord's the Leased Premises of one day for each day Tenant’s Work in such portion of the Leased Premises was actually delayed during the period commencing on the day after the Incomplete Items Work Deadline and ending on the date Landlord Substantially Completes the applicable Incomplete Items Work, provided that Tenant shall not be entitled to any such credit if and to the extent that any delay in the completion of the Incomplete Items Work is caused by Force Majeure or Tenant Delay. Notwithstanding the foregoing, Tenant’s Work shall certify in writing not be deemed to be actually delayed unless and until Tenant provides Landlord that: notice of such delay, which notice shall refer to the circumstances giving rise to such delay (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work“Landlord Delay Notice”). Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date two (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts 2) business days to complete any portions or aspects the applicable Incomplete Items Work causing such delay within two (2) business days of Landlord's Work which shall be incomplete as ’s receipt of the date of Substantial Completion of Landlord's Work as soon as possible thereafterLandlord Delay Notice prior to being assessed a penalty, pursuant to this Section 1.5, provided that such cure also removes the actual delay caused to Tenant’s Work. Notwithstanding anything to the contrary set forth elsewhere contained in this leaseLease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in entitled to any way to constitute credits against Base Rental Rent if a condition precedent causing a credit against Base Rental Rent pursuant to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 an express term of this lease) Lease occurs on the same day or days as a separate condition causing a credit against Base Rental Rent pursuant to the effectiveness an express term of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises Lease (includingi.e., without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Dateno “double” counting).

Landlord’s Work. (a) For purposes of this leaseThe Landlord agrees, "Landlord's Work" meansat its expense, collectively, to construct the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects Building substantially in accordance with the approved plans specifications contained in Schedule "D" attached hereto, as the same may be modified by the Landlord, in its reasonable discretion, and specifications thereforsubject to receipt by the Landlord of all requisite governmental authorizations and approvals. The Tenant acknowledges and agrees that, if any; on the Commencement Date, (i) construction of the Building may not be complete and that construction activities may be ongoing, and (ii) a temporary or permanent certificate while occupancy of the Premises will be available, and an occupancy has permit may have been issued received, some construction in the Premises (which construction is permitted after the delivery of an occupancy permit) may not be complete. All work performed by the governmental authority having jurisdiction Landlord pursuant to this section 17.1 shall be carried out promptly and with respect due diligence and in a good and workmanlike manner and in compliance with all applicable laws. If the Landlord is unable to Landlord's Work or deliver possession of the governmental authority having jurisdiction Premises within the time periods in accordance with respect to Landlord's Work has otherwise evidenced its approval the preceding paragraphs of Landlord's Work. this section 17.1 and as contemplated by section 17.3 herein, the Landlord shall have no liability whatsoever diligently take all steps in respect of the construction of the Building as may be required in order to permit the Tenant in to take possession for such purposes and, save and except if such inability to deliver possession of the event that Landlord Premises is caused by the actions of the Tenant, the rent payable by the Tenant hereunder shall fail abate until such time as such construction has reached the stage where xxx Tenant can take possession for any reason whatsoever to Substantially Complete Landlord's Work on or before such purposes, and the Substantial Completion Target Commencement Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects and the expiry date of Landlord's Work which the Term shall be incomplete as extended by the period of such delay, and the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent liable to the occurrence Tenant for damages of any nature whatsoever and this Lease shall continue in full force and effect, subject only to the amendments as aforesaid; provided however that if, for any reason other than those set out in section 13.1 hereof or the actions of the Commencement Date (as such date Tenant, the Landlord is set forth in Paragraph 1.3 unable to deliver possession of this lease) or the Premises to the effectiveness of any Tenant by January 1, 2001, the Landlord shall provide to the Tenant one (1) day free from Basic Rent for each day past January 1, 2001 that the Landlord is delayed in delivering possession of the agreements or obligations of Tenant set forth in this lease with respect Premises to the demised premises (includingTenant, without limitationsuch Basic Rent free period, the commencement of the obligation if any, to pay Rent by Xxxxxx as of begin on the Commencement Date).

Landlord’s Work. (a) For purposes of this leaseNo later than the Effective Date, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises Landlord shall cause to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached delivered to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ Tenant for Tenant’s review (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever make available to Tenant in the event plan room located in the lower level of the Building) all construction and mechanical engineering plans and documents (both those in hard copy and CAD) in Landlord’s possession in order for Tenant’s architect to review and complete the Tenant fitout planning for Landlord’s Work for the Premises containing sufficient detail in order for Landlord (or the Approved Contractor) to obtain all applicable permits and governmental approvals and otherwise consistent with the Landlord’s Work (the “Construction Drawings”). Landlord represents to Tenant it has provided to Tenant a full set of CAD drawings for the third floor of the Building and hard copy plans for the remainder of the Building, but otherwise cannot assure Tenant or its architect that it can provide further existing architectural or mechanic plans for the Building that Tenant or its architect may require. Tenant shall cause to be delivered to Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before June 15, 2017 the Substantial Completion Target Date (includingConstruction Drawings for Landlord’s approval, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects which approval of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed unreasonably withheld, conditioned or delayed and will be granted or withheld within five (5) days after Tenant’s delivery of same to Landlord. If Landlord disapproves the proposed Construction Drawings, Landlord shall specify the basis for such disapproval in reasonable detail, and Tenant will cause its architect to revise the Construction Drawings to address such deficiencies and promptly submit the same to Landlord. The scope of Landlord’s review of any way such revised Construction Drawings will be limited to constitute a condition precedent to the occurrence Tenant’s architect’s correction of the Commencement Date items specified by Landlord in Landlord’s notice of disapproval. Landlord will notify Tenant of Landlord’s approval or disapproval of such revised Construction Drawings within five (as 5) days following receipt of same, and this process shall continue until Landlord has approved the Construction Drawings (with such date is set forth approved Construction Drawings constituting the “Approved Construction Drawings”). Landlord and Tenant confirm and agree that the Approved Constructing Drawings shall be fully approved by July 1, 2017 in Paragraph 1.3 of order to allow the parties sufficient time to timely approve the Landlord’s Approved Contractor and complete Landlord’s Work in accordance with this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Lease.

Landlord’s Work. Landlord shall pay for the cost and expense to construct the Built Out Square Footage according to the mutually agreed upon Plans and Specifications agreed to by Landlord and Tenant. Landlord's Work shall be as set forth on Exhibit D, the Base Building Specifications, (a) For purposes of this lease, "Landlord's Work" means"). Other than Landlord's Work, collectivelyChange Orders (as defined below) and the repair and maintenance obligations of Landlord under this Lease, the alterations and Landlord is not obligated to make any other improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseLeased Premises. Landlord shall use commercially reasonable efforts to "Substantially Complete" the warrants that all Landlord's Work will be fully warranted as free from all defects in labor or material for one (1) year after the commencement of the Term or longer to the extent any contractor or supplier shall provide an extended warranty, and Landlord shall assign all third party warranties to Tenant. Landlord agrees to provide Tenant a build out allowance of Twenty Five ($25.00) Dollars per square foot ("Allowance") for the build out of the Built Out Square Footage to be paid by Landlord as such Tenant build out is completed by Landlord. The build out related to the Allowance must be reasonably acceptable to Tenant. Any portion of the Allowance not later than ________used by Landlord for the build out shall be refunded to Tenant by Landlord. Landlord must obtain a temporary certificate of occupancy for its build out of the Built Out Square Footage on or before September 1, 20________ 2004 (the "Substantial Completion Target Delivery Date"). For purposes If Landlord does not obtain such temporary certificate of this leaseoccupancy on or before the Delivery Date, Xxxxxxxxthen Landlord will be responsible for Tenant's actual holdover costs until Landlord obtains the temporary certificate of occupancy. If Landlord does not obtain the temporary certificate of occupancy on or before October 1, 2004, then Landlord must pay Tenant's actual holdover costs, plus Tenant shall receive two (2) days of rent abatement for each day after October 1, 2004 that Landlord has not obtained the temporary certificate of occupancy. Notwithstanding the foregoing, if the reason Landlord has not timely obtained the temporary certificate of occupancy is due to a Change Order submitted by Tenant to Landlord, then the deadline by which Landlord must obtain the temporary certificate of occupancy shall be extended by the length of the Excused Delay, as defined in Section 22.04, and Landlord shall not have to pay any Tenant holdover costs or give Tenant a rent abatement during such extension. The timeline for Landlord's Work shall be deemed attached hereto as Exhibit "J." Notwithstanding any language in this Lease to the contrary, if Landlord has not obtained the temporary certificate of occupancy on or before May 15, 2005, then either party can terminate this Lease. If Tenant terminates this Lease because Landlord has not obtained the temporary certificate of occupancy on or before May 15, 2005, then Landlord, and any Guarantor, shall be responsible for Tenant's actual holdover costs. If Tenant submits to Landlord a written change order ("Substantially Complete" as Change Order") changing the original Plans, and Landlord responds to Tenant in writing with a request for information ("RFI"), then Tenant must respond to Landlord's RFI in writing within three (3) days of its receipt of such RFI. If Tenant's Change Order requires Landlord to incur costs in excess of the date on which Allowance, then Tenant must pay Landlord, in cash, for any such additional cost within thirty (30) days of the general contractor or completion of the architect employed by Landlord with respect to additional work in the construction and/or installation of Landlord's Work shall certify in writing Change Order. If Tenant submits a written request to Landlord that: to build out the Vanilla Box Square Footage at any time during the first five (i5) Landlord's Work has been substantially completed in all material respects substantially in accordance with years of the approved Term, the Landlord will construct the build out of the Vanilla Box Square Footage according to mutually agreed upon plans and specifications thereforor Landlord can pay to Tenant the cost to built out such Vanilla Box Square Footage, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's WorkTenant can construct such Tenant build out. Landlord shall have no liability whatsoever agrees to Tenant in provide a build out allowance of Twenty Five ($25.00) Dollars ("Vanilla Box Allowance") per square foot for the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as build out of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Vanilla Box Square Footage.

Landlord’s Work. (a) For purposes Landlord shall construct or cause the construction of this leasethe Building and the Improvements, "Landlord's Work" meansand any necessary or appropriate off-site improvements (the “Off-Site Improvements”), including the Cross Pointe Boulevard and Proposed Columbia Street road improvements, acceleration and deceleration lanes, traffic signalization and control devices, curb cuts and driveways, on-site and/or off-site retention ponds, storm water and sanitary sewer drainage, and easements for access, maintenance and use thereof (collectively, the alterations “Landlord’s Work”), in substantial compliance with the Plans and improvements to the demised premises Specifications (herein defined) which Landlord shall cause to be constructed and/or installed by prepared and submitted to Tenant for its approval, which shall not be unreasonably withheld, conditioned or delayed. Landlord in accordance with the terms and conditions Tenant have agreed to a set of this leasepreliminary plans for site design and building and office design, as more particularly described in Exhibit ________ C attached hereto and incorporated herein by this reference, and specifications attached hereto as Exhibit D and incorporated herein by this reference (collectively the “Plans and Specifications”). Once the parties have approved final plans for the Leased Premises, the same shall be attached hereto as Exhibit C-1 and shall be incorporated herein by this reference, and shall supercede the preliminary plans initially attached to this Lease as Exhibit C, and hereby made such final plans then identified as Exhibit C-1 to the Lease shall be and form a part of this leasethe Plans and Specifications. Landlord shall use commercially reasonable efforts to "Substantially Complete" shall, at its sole costs and expense, on or before the Landlord's Work not later than ________, 20________ earlier of the Scheduled Completion Date (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of herein defined) or the date on which Landlord tenders delivery of the general contractor or the architect employed by Landlord with respect Premises to the construction and/or installation of Landlord's Work shall certify in writing to Landlord thatTenant: (i) obtain all permits and approvals necessary for the completion of Landlord's Work has been substantially completed in ’s Work, including but not limited to such approvals as may be necessary or appropriate by, through or under that certain Declaration of Protective Covenants Cross Pointe Phase II (the “Declaration”) and any and all material respects substantially associations created thereunder or in accordance therewith, including but not limited to the Architectural Review Committee as defined in the Declaration (the “Association”); (ii) complete Landlord’s Work in compliance with the approved plans Plans and specifications thereforSpecifications, if anyall applicable laws, statutes, ordinances, rules and regulations, the Declaration and any Association requirements, and deliver to Tenant a copy of (A) the Certificate of Occupancy for the Premises issued by the appropriate local jurisdictional authority, and (B) any and all other such permits and/or approvals as may have been required of Landlord hereunder or by local, state or federal authorities in connection with Landlord’s Work; and (iiiii) a temporary or permanent certificate of occupancy has been issued by pay all taxes and fees (including but not limited to all tap-in and impact fees) applicable to the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as construction and delivery of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Leased Premises.

Landlord’s Work. Landlord shall, at Landlord’s sole cost and expense, utilizing Building standard methods, materials, components, and finishes in good and workmanlike manner and in compliance with all Applicable Laws, (ai) For purposes cause the construction of this leasea Building standard shipping and receiving area on the ground floor of the Building in the location shown on Schedule 1 attached hereto, "Landlord's Work" means(ii) install a new Building standard freight elevator to serve the Building, and (iii) provided that Tenant continues to utilize existing entrances for required means of egress from the Building, Landlord will be responsible for making modifications to the exterior of the Building, the existing Building entrances, and all exterior Common Areas (including required striping and handicapped spaces in the parking areas) as required to cause such areas to be in compliance with ADA and parking requirements, to the extent required to allow the legal occupancy of the Premises as proven by procurement of necessary approvals from the City of South San Francisco (collectively, the alterations and improvements “Landlord’s Work”). Landlord shall utilize commercially reasonable efforts to perform the Landlord’s Work as soon as reasonably practicable, although Tenant acknowledges some portions of the Landlord’s Work shall not be completed prior to the demised premises to be constructed and/or installed by Rent Commencement Date. Tenant hereby acknowledges that Landlord in accordance may perform all or portions of such Landlord’s Work concurrently with the terms construction of the Tenant Improvements by Tenant and conditions during the Lease Term, and Landlord and Tenant shall cooperate (and shall cause their respective contractors, subcontractors and agents to cooperate) with each other in good faith in order that the work being performed by each party may be completed without material interference with the completion of this leasethe work being completed by the other party and without increase in cost to the other party. Tenant hereby acknowledges that Landlord shall be permitted to perform the Landlord’s Work during Tenant’s occupancy of the Premises. Notwithstanding such occupancy of the Premises during the performance of the Landlord’s Work, as more particularly described Landlord shall be permitted to perform the Landlord’s Work during normal business hours, and Tenant shall provide a clear working area for such work, if necessary (including, but not limited to, the moving of furniture, fixtures and Tenant’s property away from the area in Exhibit ________ attached which Landlord is performing the Landlord’s Work). Further, Tenant shall cooperate with all reasonable Landlord requests made in connection with or related to and Landlord’s completion of the Landlord’s Work. Tenant hereby made agrees that the performance of the Landlord’s Work in the Premises shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the Landlord’s Work, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of use of the whole or any part of this leasethe Premises or of Tenant’s personal property or improvements resulting from the Landlord’s Work or Landlord’s actions (or the actions of Landlord’s contractors, employees and/or agents) in connection with the Landlord’s Work, or for any inconvenience or annoyance occasioned by the Landlord’s Work or Landlord’s actions (or the actions of Landlord’s contractors, employees and/or agents) in connection with the Landlord’s Work, subject to the terms of Section 19.5.2 above. Landlord shall use commercially reasonable efforts to "Substantially Complete" perform the Landlord's ’s Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed in a manner designed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord minimize interference with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant Tenant’s normal business operations in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (includingPremises, without limitation, for any damages that Tenant may suffer as a result thereof or and in connection therewith); provided, howeverconstruction activities that are reasonably anticipated to be disruptive to Tenant are to be conducted after normal business hours. Such activities to be performed after normal business hours include, in such eventbut are not limited to: shooting drywall screwing, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafterhammering, loud cutting, painting, staining, sanding, welding and soldering. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this leaseEXHIBIT B -1- Britannia Pointe Grand Limited Partnership [Britannia Pointe Grand Business Park] [Allogene Therapeutics, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date).Inc.] SECTION 2

Landlord’s Work. Landlord shall, at Landlord’s expense, cause to be performed the work required by Exhibits B and C (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions “Landlord’s Work”). The first portion of this lease, Landlord’s Work is as more particularly described in set forth on Exhibit ________ B attached to and hereby made a part this Lease (the “Initial Landlord’s Work”). The second portion of Landlord’s Work is as set forth on Exhibit C attached to this leaseLease (the “Remaining Landlord’s Work”). Landlord shall commence Landlord’s Work following the Date of this Lease with the understanding that Landlord shall diligently attend to those components of the Initial Landlord’s Work as necessary to meet the Initial Landlord’s Work Target Date stated in Section 1.1 above in order for Tenant to commence Tenant’s Work (defined below). Landlord s Work shall be done in a good and workmanlike manner employing good materials and so as to conform to all applicable building laws. Tenant agrees that Landlord may make any changes in such work which may become reasonably necessary or advisable without approval of Tenant, provided written notice is promptly given to Tenant. It is the intent of the parties that Tenant may commence Tenant’s Work (as defined below) while Landlord is performing the Initial Landlord’s Work, with the understanding that all portions of Landlord’s Work (both the Initial Landlord’s Work and the Remaining Landlord’s Work) and Tenant’s Work can be performed simultaneously, it being agreed that Tenant and Landlord shall reasonably cooperate with each other to facilitate such work. Tenant wishes to move into that portion of the Premises that Tenant intends to use commercially reasonable as laboratory space (the “Lab Space”) by December 31, 2016. Provided that the same will not delay the Substantial Completion of Landlord’s Work (or any component thereof), Landlord intends to cooperate with Tenant’s efforts to "obtain a temporary certificate of occupancy for the Lab Space to enable Tenant to occupy the Lab Space on such date. Landlord agrees that Tenant may make changes in Landlord’s Work to request upgrades to certain components with the approval of Landlord (which approval shall not be unreasonably withheld, conditioned or delayed taking into account time constraints for the completion of Landlord’s Work, and otherwise utilizing the standards set forth in Section 6.2.5 regarding Landlord’s approval of alterations) and the execution by Landlord and Tenant of a Work Change Order, in the form attached hereto as Exhibit D. Tenant shall be responsible for all costs associated with such change orders or upgrades, including but not limited to any engineering or other professional fees associated with such items. The terms “Substantially Complete" Completed”, “Substantial Completion” or any permutation thereof as used herein shall mean that the applicable portion of Landlord's ’s Work (i.e. the Initial Landlord’s Work and/or the Remaining Landlord’s Work) has been completed with the exception of minor items which can be fully completed without material interference with Tenant and other items which because of the season or weather or the nature of the item are not later than ________practicable to do at the time, 20________ provided that none of said items is necessary to make the Premises tenantable for the Permitted Uses. However, if Landlord is delayed from Substantially Completing any portion of Landlord’s Work (i.e. the "Substantial Completion Target Date"Initial Landlord’s Work and/or the Remaining Landlord’s Work) because of a Tenant Delay (defined in Section 3.2 below). For purposes , then such portion of this lease, Xxxxxxxx's Landlord’s Work shall be deemed to be "“Substantially Complete" as Completed” on the date that such work would have been Substantially Completed but for such Tenant Delay (but Landlord shall not be relieved of the date on which obligation to actually complete Landlord’s Work). Provided the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work Lease is fully executed on or before the Substantial Completion Target Date August 23, 2016, then, subject to Force Majeure events (including, without limitation, for defined in Section 10.5 hereof) and any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventDelay, Landlord shall use commercially reasonable efforts diligence to cause (a) the Initial Landlord’s Work to be Substantially Complete Completed by the Initial Landlord's ’s Work as soon as possible thereafterTarget Date, and (b) the Remaining Landlord’s Work to be Substantially Completed by the Remaining Landlord’s Work Target Date. Landlord shall use commercially reasonable efforts to complete any portions or aspects In the event that the entirety of Landlord's ’s Work which (both Initial Landlord’s Work and the Remaining Landlord’s Work) is not Substantially Completed by February 7, 2017, for any reason other than a Tenant Delay or Force Majeure event, then the Rent Commencement Date shall be incomplete as extended by one (1) day for each day of delay thereafter until the date of Substantial Completion entirety of Landlord's ’s Work is Substantially Completed (or is deemed Substantially Completed, as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Dateabove).

Landlord’s Work. (a) For purposes of this leaseLandlord shall, "at Landlord's Work" means’s sole cost and expense, collectively, complete the alterations and improvements to the demised premises to be constructed and/or installed by Landlord Expansion Premises as shown on the plans and specifications attached hereto as Exhibit B and made a part hereof (the “Landlord’s Work”) in accordance with the terms good workmanship and conditions of this lease, as more particularly described in Exhibit ________ attached to materials and hereby made a part of this leaseall applicable building codes and regulations. Landlord shall use commercially reasonable efforts also, at its sole cost and expense (and such expense shall not be included in Operating Expenses), perform maintenance and repairs to "Substantially Complete" the Landlord's Work not later than ________HVAC systems, 20________ dock equipment (doors, levelers and dock locks), and facility lighting of the Expansion Premises (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed “Repair Work”) to be "Substantially Complete" insure that all are in good working order as of the date on which First Expansion Date for the general contractor or First Expansion Premises and the architect employed by Landlord with respect to Second Expansion Date for the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's WorkSecond Expansion Premises. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by (i) Landlord shall not be deemed liable to Tenant for any inconveniences Tenant may experience during the performance, construction or installation of the Landlord’s Work and the Repair Work which are beyond Landlord’s control or for any delays in Landlord’s completion of the Landlord’s Work and the Repair Work (regardless of the length of any way such delays); (ii) Landlord shall not be obligated to constitute a condition precedent perform the Landlord’s Work and the Repair Work at any time other than during normal business hours on regular business days; (iii) Tenant shall ensure that neither Tenant, nor any of Tenant’s agents, sublessees, employees, representatives, contractors, subcontractors, suppliers, customers and invitees, interfere with or impede the performance and completion of the Landlord’s Work and the Repair Work (regardless of whether such Landlord’s Work and Repair Work is performed by Landlord or any of Landlord’s agents, employees, contractors, or subcontractors); (iv) Landlord shall have access to the occurrence Expansion Premises (and the Existing Premises with reasonable notice during normal business hours) for the purpose of performing the Landlord’s Work and the Repair Work; and (v) Tenant shall reasonably cooperate with Landlord during the performance, construction and installation of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or Landlord’s Work and the Repair Work and Tenant shall be responsible, at no cost to Landlord, for the effectiveness moving of any and all furniture, trade fixtures, equipment and/or personal property that is reasonably necessary for Landlord to complete (or cause the completion of) the Landlord’s Work and the Repair Work. Notwithstanding the foregoing, Landlord and Tenant shall cooperate to schedule a mutually agreeable time for Landlord to perform the Landlord’s Work and the Repair Work in order to minimize disruption to Lessee. Landlord hereby warrants and that the HVAC system serving the Expansion Premises shall be in good working condition for a period of three (3) months following the First Expansion Date. Landlord shall perform any and all maintenance, repairs and replacement of such HVAC system serving the Expansion Premises during such three (3) month period, at Landlord’s sole cost and expense, and such expense shall not be included in Operating Expenses. Upon termination of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement Primary Term of the obligation Existing Premises, Landlord shall, at its sole cost and expense (and such expense shall not be included in Operating Expenses), remove and seal the doors included in the description of Landlord’s Work, but shall not be required to pay Rent by Xxxxxx as of perform any additional demising work to separately demise the Commencement Date)Expansion Premises from the Existing Premises.

Landlord’s Work. Landlord shall, at its sole cost and expense, have a licensed architect and mechanical engineer (aif necessary) For purposes prepare mechanical engineering plans (“MEPs”) and construction drawings for the Premises for permitting by Plainsboro Township (“Construction Drawings”) based on the design plans and specifications developed by Tenant and Tenant’s architect which design plans and specifications are attached as Exhibit D to the Lease (“Tenant Designs and Specifications”). Tenant previously delivered to Landlord the Tenant Designs and Specifications in AutoCAD and shall within two (2) days of execution of this leaseWork Letter, "Landlord's Work" meansdeliver to Landlord the Tenant Designs and Specifications in such other reasonably requested format. Landlord shall cause its contractors to undertake to complete in a workmanlike manner, collectively, construction of the alterations and improvements to the demised premises to be constructed and/or installed by Landlord Premises in accordance with the MEPs and Construction Drawings, subject to the terms and conditions of this leasethe Lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leasewith the applicable building codes and regulations, and all other laws applicable thereto. Landlord shall use commercially reasonable efforts provide a “turnkey” installation of Landlord’s Work using Landlord’s contractors. Landlord and Tenant acknowledge that such construction schedule is subject to "Substantially Complete" change from time to time. The Construction Drawings shall control for all purposes related to construction of the Landlord's Work not later than ________Premises, 20________ (however, Landlord and Tenant acknowledge that the "Substantial Completion Target Date"). For Construction Drawings, while complete for purposes of this leaseobtaining permits and approvals and for purposes of construction, Xxxxxxxx's Work shall be deemed may not reflect certain work to be "Substantially Complete" undertaken by Landlord as “Extras” as defined and more fully described in Section 3 of this Exhibit C. Landlord and Tenant acknowledge that the Extras shall include: (1) Tenant’s requested upgrades in materials and finishes from Landlord’s Building Standard Work described in Sub-section A of this Section 1 below; (2) additional work set forth in Tenant’s Designs and Specifications highlighted therein in yellow and referenced “HIGHLIGHT INDICATES ALTERNATE SCOPE ABOVE THE LANDLORD TURNKEY”; (3) Tenant’s telephone and data cabling and related work, (4) otherwise as set forth in this Exhibit C, and (5) additional work requested by Tenant pursuant to the procedures set forth in Section 3, Extras below. Prior to submission of the Construction Drawings to the Municipality, Landlord shall provide Tenant with a set of “progress prints” of the Construction Drawings with a one (1) time opportunity to review and approve the Construction Drawings, such approval to be given within two (2) business days of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on delivers the final prints, and if not so approved or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which commented upon then Tenant’s approval right shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafterwaived without further notice. Notwithstanding Tenant acknowledges and agrees that anything to the contrary set forth elsewhere contained herein notwithstanding, Landlord shall have the right to make field changes to the space layout plan represented in this leasethe Construction Drawings which are reasonably required to optimize the Premises layout, Tenant hereby acknowledges flexibility, or usability, or otherwise to comply with rules, regulations, and agrees laws. Notwithstanding the foregoing, provided that it will not cause any delay in the construction and/or installation of Landlord's Work by process, Landlord shall not be deemed in provide Tenant with a reasonable opportunity to review and approve any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)material field changes.

Landlord’s Work. Landlord shall perform or cause to be performed the work (a) For purposes of this lease, "Landlordthe"Landlord's Work" means, collectively, ") necessary to alter and improve the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects Premises substantially in accordance with the approved plans Drawings. Tenant shall be solely responsible for all costs and specifications thereforexpenses of performing all of Landlord's Work in and to the Premises in accordance with the Drawings, if anyincluding without limitation: (i) the costs of all architectural and engineering fees and expenses; (ii) permits and taxes; and (iiiii) a temporary or permanent certificate construction manager costs and fees, to the extent such costs and expenses are in excess of occupancy has been issued by $47,520.00 (the governmental authority having jurisdiction with respect "Tenant Improvement Allowance"). Tenaqt will not be entitled to any credit of any unused portion of the Tenant Improvement Allowance. In any event, except for Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval performance of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation Premises otherwise are in all respects being leased by Landlord to Tenant, and shall be accepted by Tenant, in their current condition and that Landlord shall have no other obligation or duty whatsoever to make any other alterations, repairs or improvements of any kind or nature in or to the Premises in order to prepare same for Tenant's occupancy. Tenant shall be solely responsible to pay Landlord for all costs over and above the Tenant Improvement Allowance incurred or to be incurred in connection with completing Landlord's Work. If at any time Landlord reasonably estimates that the cost of Landlord's Work will exceed the Tenant Improvement Allowance (such excess costs are referred to hereinafter as the "Excess Costs"), then Tenant shall immediately pay Landlord, upon request therefore, the Excess Costs, as additional rent due hereunder. Tenant acknowledges and agrees that the Drawings have not been completed and that it is therefore impossible to accurately estimate the costs of Landlord's Work, and that Landlord intends to use its designated and affiliated contractor (Keystone) or other contractor designated by Landlord to perform Landlord's Work. Tenant acknowledges and agrees that the Premises otherwise are in all respects being leased by Landlord to Tenant, and shall not be deemed accepted by Tenant, in their current condition and that Landlord shall have no other obligation or duty whatsoever to make any way to constitute a condition precedent to the occurrence other alterations, repairs or improvements of the Commencement Date (as such date is set forth any kind or nature in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth Premises in this lease with respect order to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)prepare same for Tenant's occupancy.

Landlord’s Work. LANDLORD has prepared complete working drawings and specifications (athe "Building Plans") For purposes of this lease, "Landlord's Work" means, collectively, the alterations which are attached hereto as Exhibit B. and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leasehereof. Landlord LANDLORD shall use commercially reasonable efforts cause to be done all work set forth in the Building Plans except work specifically designated as work to be done by TENANT ("Substantially Complete" the LandlordLANDLORD's Work not later than ________, 20________ (the "Substantial Completion Target DateWork"). For purposes of this lease, Xxxxxxxx's Work LANDLORD warrants that Building Plans shall be deemed conform to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the applicable governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date requirements (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewithall applicable federal, state and local laws relating to "architectural barriers" affecting the physically handicapped and to all environmental protection and zoning laws); providedand to sound and generally accepted engineering practices as applied to the site conditions. The Building Plans have been submitted to TENANT for its approval, howeverand TENANT has approved the same. Neither TENANT's approval of the Building Plans nor any inspection TENANT may make of LANDLORD's Work shall relieve LANDLORD of its obligations to design and perform LANDLORD's Work in accordance with the requirements stated in this Article, and LANDLORD shall make all changes required to cure LANDLORD's failure to discharge those obligations. LANDLORD shall be solely responsible for both the cost of and any delay resulting from any correction in LANDLORD's Work performed in accordance with the Building Plans, which correction is required by any governmental authority having jurisdiction. TENANT may require changes ("Elective Changes"), in the Building Plans and construction work after TENANT's final approval thereof, other than those which may become necessary. If any Elective Changes made by TENANT shall result in a net increase or decrease in the cost of LANDLORD's Work, then the amount of such eventnet increase or decrease shall result in an increase or decrease in the Minimum Annual Rent payable in accordance with Article 5 hereof. All such Changes, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions whether Elective or aspects of Landlord's Work which otherwise, shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this leasesubmitted by written "change order" signed by TENANT, Tenant hereby acknowledges it being understood and agrees agreed that the construction and/or installation of Landlord's Work by Landlord TENANT shall not be deemed required to accept and/or pay for any work deviating from the Building Plans which is not covered by a proper "change order" or pay more for such work than is stated in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) "change order". Increased or to the effectiveness reduced amounts payable on account of any Elective Change required by TENANT shall be agreed upon between LANDLORD and TENANT in advance before any such change is effectuated. Such increased or decreased costs shall be certified to by LANDLORD's architect or engineer or contractor. On TENANT's written request therefor, LANDLORD shall deliver to TENANT reasonably satisfactory evidence substantiating in detail the changes in the cost of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)LANDLORD's Work resulting from TENANT'S Elective Changes.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, Landlord shall construct at its sole cost and expense the alterations and leasehold improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly Premises that are described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the final approved plans and specifications thereforattached hereto as Exhibit “C” and made a part hereof (the “Approved Plans”), if any; and in accordance with (i) the Approved Plans, (ii) a temporary the terms of this Article 3, (iii) all applicable Codes, and (iv) all covenants, conditions and restrictions that affect or permanent certificate of occupancy has been issued by relating to the governmental authority having jurisdiction with respect to Landlord's Work Premises, the Building, the Lot or the governmental authority having jurisdiction Park. All of the work shall utilize the materials and finishes described or referenced in the Approved Plans and, to the extent not described or referenced in Approved Plans, standard building materials and finishes for the Building, which are consistent with respect industry standard for a Class A building in the Boston northwest suburban area and consistent with the level of materials used in the spaces currently occupied by other tenants in the Building, specifically consistent with Insulet Corporation’s finishes and specifications on the second (2nd) floor of the Building. For the purposes of clarity, finishes and specifications will include items such as, but not limited to, lighting, ceiling tiles, millwork, lobby and restroom upgrades, doors, sidelights, flooring, etc. Lighting fixtures shall be upgraded to LED throughout Premises per the specifications comprising part of the Approved Plans. Prior to commencing Landlord's Work has otherwise evidenced its approval of Landlord's ’s Work. , Landlord shall have no liability whatsoever obtain all federal, state and local licenses, permits and approvals (whether governmental or non- governmental) required to Tenant in perform Landlord’s Work and occupy and use the event that Premises for the Permitted Uses. Promptly after execution and delivery of this Lease, Landlord shall fail commence and exercise all reasonable efforts to complete Landlord’s Work and deliver the Premises Ready for any reason whatsoever to Substantially Complete Landlord's Work Occupancy (as hereinafter defined) on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Scheduled Term Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to Section 1.1 hereof. Attached hereto as Exhibit M is Landlord’s detailed construction schedule letter setting forth the effectiveness of any projected completion dates for each component of the agreements or obligations Landlord’s Work and showing the deadlines for any actions required to be taken by Tenant during such construction, and Landlord’s schedule for the completion of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement all components of the obligation to pay Rent by Xxxxxx as of the Commencement Date).Landlord’s

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with , at Landlord’s expense, shall perform or cause to be performed the approved plans work required to satisfy the Delivery Condition and specifications thereforthe Post Delivery Condition (collectively or individually, if any; and (ii) a temporary or permanent certificate as the context requires, “Landlord’s Work”). The “Delivery Condition” means the condition of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or Premises which satisfies the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval criteria set forth on Exhibit E-1 attached hereto. The portion of Landlord's ’s Work described on Exhibit E-1 attached hereto is referred to as “Landlord’s Turnover Work”. The “Post Delivery Condition” means the condition of the Premises which satisfies the criteria set forth on Exhibit E-2 attached hereto. The portion of Landlord’s Work described on Exhibit E-2 attached hereto is referred to as “Landlord’s Post Turnover Work”. Attached hereto as Exhibit T is a list of the current working drawings for the Base Building Work (the “Base Building Working Drawings”). A copy of the Base Building Working Drawings have been made available to Tenant. The Base Building Working Drawings may be modified by Landlord shall have no liability whatsoever from time to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, time without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith)Tenant’s consent; provided, howeverthat after giving effect to such modifications, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as the portion of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything Base Building Working Drawings that was so modified (A) shall continue to be materially consistent with the original Base Building Working Drawings to the contrary set forth elsewhere in this lease, extent necessary to avoid any materially adverse effect on the Premises or any common areas of the Building which Tenant hereby acknowledges will be entitled to use during the Term and agrees that the construction and/or installation of Landlord's Work by Landlord (B) shall not be deemed in any way to constitute a condition precedent to decrease or increase the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness rentable area of any of the agreements floors comprising the Premises by more than 5% or obligations materially alter the configuration of any of the floors comprising the Premises. Reasonably promptly after Tenant’s written request, Landlord shall make available to Tenant set forth in this lease with respect any updates to the demised premises (includingBase Building Working Drawings. Notwithstanding the foregoing, without limitationLandlord shall have the right to substitute any materials to be used as finishes in the construction of the Building, the commencement Building lobbies, any common areas of the obligation to pay Rent by Xxxxxx as Building, and/or the facade of the Commencement Date)Building which are described in the Base Building Working Drawings for materials of substantially similar quality; provided, that such materials are consistent with the standards of a First Class Office Building. The Base Building Work (as hereinafter defined) shall be performed by Landlord in compliance with all applicable Laws.

Landlord’s Work. Landlord shall, at Landlord’s expense, cause to be performed the work required by Exhibits B and C (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions “Landlord’s Work”). The first portion of this lease, Landlord’s Work is as more particularly described in set forth on Exhibit ________ B attached to and hereby made a part this Lease (the “Initial Landlord’s Work”). The second portion of Landlord’s Work is as set forth on Exhibit C attached to this leaseLease (the “Remaining Landlord’s Work”). Landlord shall use commercially reasonable efforts commence Landlord’s Work following the Date of this Lease with the understanding that Landlord shall diligently attend to "Substantially Complete" those components of the Initial Landlord's ’s Work not later than ________, 20________ as necessary to meet the Initial Landlord’s Work Target Date stated in Section 1.1 above in order for Tenant to commence Xxxxxx’s Work (the "Substantial Completion Target Date"defined below). For purposes of this lease, Xxxxxxxx's Landlord s Work shall be deemed done in a good and workmanlike manner employing good materials and so as to be "Substantially Complete" as conform to all applicable building laws. Xxxxxx agrees that Landlord may make any changes in such work which may become reasonably necessary or advisable without approval of Tenant, provided written notice is promptly given to Tenant. It is the intent of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages parties that Tenant may suffer commence Tenant’s Work (as a result thereof or in connection therewith); provideddefined below) while Landlord is performing the Initial Landlord’s Work, howeverwith the understanding that all portions of Landlord’s Work (both the Initial Landlord’s Work and the Remaining Landlord’s Work) and Tenant’s Work can be performed simultaneously, in such event, it being agreed that Tenant and Landlord shall use commercially reasonable efforts reasonably cooperate with each other to Substantially Complete Landlord's Work as soon as possible thereafterfacilitate such work. Landlord shall use commercially reasonable efforts Tenant wishes to complete any portions or aspects of Landlord's Work which shall be incomplete as move into that portion of the date of Premises that Tenant intends to use as laboratory space (the “Lab Space”) by December 31, 2016. Provided that the same will not delay the Substantial Completion of Landlord's ’s Work as soon as possible thereafter(or any component thereof), Landlord intends to cooperate with Tenant’s efforts to obtain a temporary certificate of occupancy for the Lab Space to enable Tenant to occupy the Lab Space on such date. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and ​ Landlord agrees that Tenant may make changes in Landlord’s Work to request upgrades to certain components with the construction and/or installation approval of Landlord's Work by Landlord (which approval shall not be deemed in any way to constitute a condition precedent to unreasonably withheld, conditioned or delayed taking into account time constraints for the occurrence completion of Landlord’s Work, and otherwise utilizing the Commencement Date (as such date is standards set forth in Paragraph 1.3 Section 6.2.5 regarding Landlord’s approval of this leasealterations) and the execution by ​ Landlord and Tenant of a Work Change Order, in the form attached hereto as Exhibit D. Tenant shall be responsible for all costs associated with such change orders or upgrades, including but not limited to the effectiveness of any of the agreements engineering or obligations of Tenant set forth in this lease other professional fees associated with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date).such items. ​

Landlord’s Work. Landlord shall substantially complete the work shown on Exhibit B attached hereto (a) For purposes of this leasethe “Landlord’s Work”). Landlord’s Work shall be completed using building standard materials and finishes, "Landlord's Work" meanswhere applicable, collectively, in a good and workmanlike manner and in compliance with all legal requirements. Landlord shall pay the alterations costs and improvements expenses relating to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions completion of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseLandlord’s Work. Landlord shall use commercially reasonable good faith efforts to "Substantially Complete" mitigate interference caused by the completion of Landlord's ’s Work with Tenant’s use and occupancy of the Premises, but entry into or about the Premises or performance of work necessary to complete Landlord’s Work shall not later than ________give rise to any claim for a rent abatement, 20________ constructive eviction, or any other damage or remedy. Landlord’s Work shall be deemed “substantially” completed and finally approved and accepted by the parties when Landlord’s Work has been completed except for minor items, adjustments or defects that can be completed or remedied after Tenant occupies the Expansion Space without causing substantial interference with Tenant’s use thereof. Landlord shall provide to Tenant a fully signed-off building permit and/or a permanent (or temporary) certificate of occupancy, to the "Substantial Completion Target Date"extent required by the Town of Lexington, with respect to Landlord’s Work. If either the substantial completion of Landlord’s Work or the Expansion Space Effective Date shall be delayed due to Tenant Delays (as defined below), the Expansion Space Effective Date shall be deemed to have occurred on the date such substantial completion would have occurred but for such Tenant Delays. Landlord shall not be liable to Tenant if the substantial completion of Landlord’s Work is delayed as a result of any Tenant Delays. For purposes of this leaseSection, Xxxxxxxx's Work Tenant Delays shall be deemed to be "Substantially Complete" as mean delays from any of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord thatfollowing causes: (i) Tenant’s failure to respond to any requests or submissions relating to Landlord's ’s Work has been substantially completed in all material respects substantially in accordance with and/or any of the approved plans and specifications therefor, if anyconstruction documents relating thereto within five (5) business days of request; and (ii) a temporary or permanent certificate of occupancy has been issued any material change in the construction documents caused by Tenant once finally approved and accepted by the governmental authority having jurisdiction with respect to Landlord's Work parties, even though Landlord may approve such change; (iii) any request by Tenant for a delay in the commencement or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval completion of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail ’s Work for any reason whatsoever to Substantially Complete Landlord's Work on reason; or before the Substantial Completion Target Date (including, without limitation, for iv) any damages that Tenant may suffer as a result thereof or other material delay in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects substantial completion of Landlord's ’s Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything directly attributable to the contrary set forth elsewhere in this leaseacts or omissions of, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 or breach of this lease) Lease by, Tenant, its employees, agents, or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)contractors.

Landlord’s Work. Commencing at any time on or after January 1, 2018, Landlord, at Landlord’s sole expense, shall (a) For purposes of this lease, "Landlord's Work" means, remove the internal staircase connecting the second (2nd) and third (3rd) floors and (b) replace the slab between the second (2nd) and third (3rd) floors (collectively, “Landlord’s Work”). Landlord’s Work shall be performed in a good and workmanlike manner. Landlord shall use reasonable efforts to complete Landlord’s Work no later than January 31, 2018. Any request from Landlord to commence Landlord’s Work prior to January 1, 2018, shall be submitted in writing to Tenant; provided, however, Tenant reserves the alterations right, in its sole and improvements absolute discretion to approve or deny such request. Tenant acknowledges that, except as set forth in Subsection III,D.(iii) below, Landlord’s Work will be performed exclusively after Normal Business Hours, but otherwise during the demised premises to be constructed and/or installed by Landlord in accordance with current period of Tenant’s occupancy of the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseRemaining Premises. Landlord shall use commercially reasonable efforts to "Substantially Complete" the coordinate Landlord's ’s Work not later than ________with Tenant’s schedule to minimize disruption to Tenant’s business operations, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work but there shall be deemed no diminution or abatement of Annual Basic Rent or Additional Rent or other compensation due from Landlord to Tenant hereunder, nor shall the Lease or this Third Amendment be "Substantially Complete" as affected or any of the date on which the general contractor Tenant’s obligations thereunder reduced, and Landlord shall have no responsibility or the architect employed by Landlord with respect liability for any inconvenience or disruption to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: Tenant’s business operations unless such inconvenience or disruption (i) is the result of negligence on the part of Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; its agents, employees or contractors, and (ii) a temporary or permanent certificate substantially deprives Tenant of occupancy has been issued by its use and enjoyment of the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's WorkRemaining Premises. Landlord shall have no agrees to cause the general contractor performing the Landlord’s Work to name Tenant as an additional insured on such contractor’s liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or insurance policy maintained in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete with Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)’s Work.

Landlord’s Work. Landlord, at its sole cost and expense, shall one-time reslurry and restripe the parking lot to provide 206 parking spaces as set forth on Exhibit A --------- attached hereto and incorporated herein (a) For purposes of "LANDLORD'S WORK"). Since Tenant may be occupying the Property pursuant to this lease, "Lease while Xxxxxxxx is performing Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord agrees that it shall use commercially reasonable efforts to "Substantially Complete" the perform Landlord's Work in a manner so as to minimize interference with Xxxxxx's business. Tenant hereby acknowledges that, notwithstanding Tenant's occupancy of the Property during the performance of Landlord's Work, Landlord shall be permitted to perform Landlord's Work during normal business hours, and Tenant shall provide a clear working area for Landlord's Work (including, but not later than ________limited to, 20________ (the "Substantial Completion Target Date"moving of furniture, fixtures, automobiles and Tenant's property away from the area Landlord is conducting Landlord's Work). For purposes Tenant hereby agrees that the performance of this lease, Xxxxxxxx's Work shall be deemed in no way constitute a constructive eviction of Tenant nor entitle Tenant to be "Substantially Complete" as any abatement of the date on which the general contractor or the architect employed by Landlord with respect rent payable pursuant to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workthis Lease. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail responsibility or for any reason whatsoever be liable to Substantially Complete Tenant for any direct or indirect injury to or interference with Xxxxxx's business arising from Landlord's Work, nor shall Tenant be entitled to any compensation or damages from Landlord (i) for loss of the use of whole or any part of the Property or of Tenant's personal property or improvements resulting from Xxxxxxxx's Work or Landlord's actions in connection with Landlord's Work, or (ii) for any inconvenience or annoyance occasioned by Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or Landlord's actions in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlordwith Xxxxxxxx's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Work.

Landlord’s Work. (a) For purposes Landlord, at Landlord’s sole cost and expense, shall perform and complete the internal demolition of this leasethe space formerly occupied by Aphton Corporation (the “Aphton Space”) so that all features of the buildout of the Aphton Space will be removed, "including the high bay lighting fixtures (the “Landlord's ’s Work" means, collectively”) and in accordance with Applicable Laws and in a good and workmanlike manner in accordance with sound architectural practices and procedures, the alterations and improvements intent being that the Landlord’s Work shall restore the Aphton Space to a condition substantially similar to the demised premises condition of such space prior to the tenant fit-out work which was performed by or on behalf of Aphton Corporation. Landlord shall give Tenant notice upon the completion of Landlord’s Work and Landlord and Tenant promptly thereafter shall jointly inspect the Aphton Space and mutually agree upon a list of items, if any, that remain to be constructed and/or installed completed in connection with Landlord’s Work. Landlord thereafter shall promptly complete such items, at Landlord’s sole cost and expense, to the reasonable satisfaction of Tenant. Landlord’s Work shall be performed by Landlord in accordance compliance with the terms Applicable Laws, and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of completed on or before the date on which is fourteen (14) days after the general contractor or the architect employed by Commencement Date. If Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been not substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's ’s Work on or before the Substantial Completion Target Date date which is fourteen (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease14) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of days after the Commencement Date), time being of the essence, Tenant shall have the right to prosecute such Landlord’s Work to completion, and Landlord shall reimburse Tenant for its costs in completing such work within thirty (30) days after Tenant delivers to Landlord an invoice setting forth in reasonable detail the sums expended on account of such work.

Landlord’s Work. Landlord shall obtain all necessary governmental approvals and permits to cause Landlord’s contractor to complete, with reasonable diligence in a good and workmanlike manner, the improvements listed on Exhibit A attached hereto and any necessary work ancillary thereto (the “Landlord’s Work”) to be constructed and Substantially Completed (as hereinafter defined), no later than the Intended Commencement Date, subject to Tenant Delays (as hereinafter defined) or delays caused by Force Majeure, or advancement due to Landlord Delays (as hereinafter defined). “Substantial Completion”, “Substantially Completed” or other derivations shall mean (a) For purposes the completion of this leaseconstruction of the Landlord’s Work, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions exception of this lease, as more particularly described in Exhibit ________ attached any punch list items that do not materially interfere with Tenant’s ability to and hereby made access or operate within the Leased Premises or Tenant’s ability to obtain a part certificate of this leaseoccupancy for the Building. Landlord shall use commercially reasonable efforts to "Substantially Complete" cause correction of any punch list items within sixty (60) days of Substantial Completion of the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's ’s Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete enforce any portions or aspects of and all warranties provided by the general contractor and its subcontractors for the Landlord's ’s Work (including any Building Systems which shall be incomplete as are components of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to ’s Work); provided, however, that at any time after the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as first anniversary of the Commencement Date), rather than enforce such warranties, Landlord may elect to assign such warranties to Tenant for enforcement by Tenant. The parties agree to coordinate and reasonably cooperate to perform, and cause their contractors to perform, all work within the Leased Premises during the Early Access Period, as more specifically provided in Paragraph 2.4 of the Lease.

Landlord’s Work. TENANT'S WORK. Landlord, at its sole option, may perform the entire work necessary to restore both the shell of the Building and the Tenant Improvements and Original Improvements, or may require Tenant to perform the construction necessary to restore the Tenant Improvements and Original Improvements, if the same were constructed by Tenant and not by Landlord and comprise a substantial portion of the improvements in the Premises. Provided Landlord performs the entirety of the work, Tenant shall assign to Landlord (aor any party designated by Landlord) For purposes all insurance proceeds payable to Tenant under Tenant's insurance required under SECTION 10.3 of this leaseLease. If Tenant's insurance proceeds are insufficient to cover the costs of restoring the Tenant Improvements and Original Improvements in the Premises, "Landlord's Work" means, collectively, Tenant shall deposit the alterations and improvements difference with Landlord prior to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions commencement of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafterconstruction. Notwithstanding anything to the contrary set forth elsewhere in contained herein, if Landlord elects to restore and Tenant fails to perform any of its obligations hereunder, or an event of Default has occurred, Landlord may cease performing the restoration work and Landlord's obligations under this lease, Section 11 shall be forgiven until such time as such Default is cured pursuant to the terms of this Lease. Tenant hereby acknowledges may reasonably reconfigure the Premises during restoration provided (a) reconfiguration will not delay restoration and (b) Tenant's insurance proceeds and/or separate contribution from Tenant will be sufficient to pay for the costs of reconfiguration. Tenant understands and agrees that changes in building codes/ADA may require reconfiguration of the construction and/or installation of Landlord's Work by Premises even where Tenant desires to retain the existing configuration. If Landlord requires Tenant to restore the Premises, rental abatement shall end on the date that Landlord reasonably determines that Tenant, through diligent efforts, should have substantially completed restoration. Landlord shall not be deemed in liable for any way to constitute a condition precedent to the occurrence loss of business inconvenience or annoyance arising from any repair or restoration of the Commencement Date (Premises, Building or Project as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness a result of any of the agreements damage from fire or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)other casualty.

Landlord’s Work. Landlord, at its sole cost and expense shall perform all commercially reasonable improvements including without limitation the finishes to prepare the Demised Premises for Tenant (a“Landlord’s Work”) For purposes other than the acquisition and installation of this leaseTenant’s fixtures, "furniture and equipment (“FF&E”). Tenant shall only be responsible for its FF&E. Landlord estimates substantial completion of Landlord's ’s Work within twelve (12) months from issuance of a building permit for Landlord’s Work" means, collectively, the alterations and improvements subject to the demised premises to be constructed and/or installed by force majeure. Landlord shall perform Landlord’s Work in accordance with laws and in accordance with specifications reasonably approved by Tenant. The architectural, mechanical and electrical plans and specifications for the terms layout, improvements and conditions of this lease, fixtures for Landlord’s Work shall be prepared by the architecture and engineering team mutually agreed upon by Landlord and Tenant and all hard and soft costs shall be paid by Landlord as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseLandlord’s Work. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work Within not later more than ________, 20________ thirty (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as 30) days following execution of the date on which Lease, Tenant will meet with Landlord and the general contractor or design and construction team for the architect employed by Landlord with respect Building, to the construction and/or installation of Landlord's Work shall certify in writing provide to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with and the approved plans design and construction team, Tenant’s specific uses and specifications thereforfor the Demised Premises, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to in sufficient detail for preliminary plans for Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's ’s Work. Landlord shall have no liability whatsoever cause preliminary plans for Landlord’s Work based on Tenant’s specifications to be prepared and forwarded to Tenant in within forty-five (45) days following Landlord’s receipt of Tenant’s specifications as provided above. Tenant shall approve the event that Landlord shall fail preliminary plans for Landlord’s Work along with any reason whatsoever comments within fifteen (15) days after Landlord’s delivery of the same to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventTenant. Thereafter, Landlord shall use commercially reasonable efforts cause the final plans for Landlord’s Work to Substantially Complete Landlord's Work as soon as possible thereafterbe prepared, sufficient for submission for permits, within one hundred twenty (120) days following approval of the preliminary plans. Landlord and Tenant agree that the selected general contractor shall use commercially reasonable efforts be approved by Tenant. Landlord’s obligations to complete any portions or aspects commence construction of Landlord's ’s Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, conditioned upon reasonable confirmation that Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)its parent has received adequate commitments for its capital structure including grant funding.

Landlord’s Work. Subject to Unavoidable Delay, Landlord will promptly and at its sole cost and expense, complete the work, if any, to be performed by Landlord which is described in the plans referenced in Exhibit "B", together with all other items designated or described in Exhibit B (a) For purposes of this lease, collectively "Landlord's Work" means"), collectively, whether necessary to permit Tenant to commence the alterations and improvements to the demised premises work to be constructed and/or installed performed by Landlord in accordance with the terms and conditions of this leaseTenant ("Tenant's Work") under Exhibit "C" or otherwise. Subject to Section 18.12, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the cause Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be Substantially Complete before the Scheduled Delivery Date specified in Section 1.1 in accordance herewith and Exhibit "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of B". If Landlord's Work is not Substantially Complete before the Scheduled Delivery Date, Tenant shall certify in writing be entitled to Landlord that: a credit against Rental two (i2) days for each day that Landlord's Work has been substantially completed is not Substantially Complete beyond the Scheduled Delivery Date. In the event of any conflict between Exhibit "B" and the Lease, Exhibit "B" shall control. Landlord hereby warrants and guarantees Landlord's Work to be free from defects in workmanship and materials for a period of one (1) year from the Premises Delivery Date. Upon the expiration of said one (1) year period, Landlord shall assign to Tenant all material respects substantially in accordance with the approved plans warranties and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction guarantees with respect to Landlord's Work or and, to the governmental authority having jurisdiction extent of any such warranties and guarantees are not assignable, Landlord agrees to enforce the same for the benefit of Tenant. Landlord shall promptly (i) repair any latent defects in Landlord's Work no matter when appearing and (ii) repair any so-called punch-list items about which Tenant notifies Landlord within sixty (60) days of the Premises Delivery Date. Landlord's Work shall be performed in a good and workmanlike manner, using new materials, and the Premises shall be delivered free of all liens and encumbrances and not in violation of any applicable Laws. In the event a mechanic's lien is recorded with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete indemnify, defend and hold Tenant harmless from all costs, losses, damages or causes of action arising from any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)lien.

Landlord’s Work. Landlord shall perform the construction work (athe "Landlord Work") For purposes of this lease, "Landlord's Work" means, collectively, the alterations described in Exhibit LW attached hereto in a good and improvements to the demised premises to be constructed and/or installed by Landlord workmanlike manner and in accordance with all Government Regulations and shall substantially complete the terms and conditions Landlord Work (that is, complete the Landlord Work, except for normal "punch list" items which shall be completed within thirty (30) days after substantial completion of the Landlord Work) on or before May 1, 2000. Subject to the provisions of the following paragraph, if substantial completion of the Landlord Work is delayed beyond May 1, 2000, payment of Base Rent pursuant to Section 3.1 of this leaseLease shall cease until the date the Landlord Work is substantially complete. In the event the Landlord Work is not substantially completed on or before June 1, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ 2000 (the "Substantial Completion Target DateOutside Date for Completion"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord Tenant shall have no liability whatsoever the right to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith)terminate its obligations under this Lease; provided, however, that (1) the Outside Date for Completion shall be extended for a period equal to the duration of any delays in construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the control of Landlord, and (2) in the event any delays in completing the Landlord Work are as a result of change orders or other delays caused by Tenant, the Outside Date for Completion shall be extended day for day for each such eventdelay caused by Tenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant caused delays. Except for latent defects and deficiencies in the Landlord Work of which Tenant has given written notice to Landlord not later than thirty (30) days following the Commencement Date or, if longer, not later than the term of any warranty Landlord has obtained from its contractors respecting any such defect or deficiency, Landlord shall use commercially reasonable efforts be deemed to Substantially Complete Landlord's Work have satisfactorily completed the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies with respect to deficiencies (other than latent defects) in the Landlord Work. If Tenant does give timely notice of deficiencies, Landlord shall remedy as soon as possible thereafter. Landlord reasonably practicable any deficiencies specified in such notice and shall use commercially reasonable efforts to complete any portions or aspects of Landlordbegin such remediation within thirty (30) days after Tenant's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)notice.

Landlord’s Work. (ai) For purposes of this leaseLandlord, "at Landlord's Work" means’s sole cost and expense, collectivelyagrees to construct, or cause to be constructed, the alterations core and improvements to shell of the demised premises to be constructed and/or installed by Landlord Building (“BASE BUILDING” or “BASE BUILDING WORK”) substantially in accordance with the terms plan development drawings and conditions of core and shell description (“PLAN DEVELOPMENT DRAWINGS AND DESCRIPTION”) attached to this leaseLease as EXHIBIT J, as more particularly such Plan Development Drawings and Description have been or are hereafter developed into the Design Documents, and as modified from time to time, all subject to the limitations on Scope Changes described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date")hereinbelow. For purposes of this leaseSection, Xxxxxxxx's Work “DESIGN DOCUMENTS” shall mean the Plan Development Drawings and Description as further developed into final plans and specifications. In addition to Landlord’s obligations to provide Tenant with copies of all construction drawings and plans and specifications, as hereinafter described, Landlord shall notify Tenant of any material changes to the Design Documents which are not within the scope of the Plan Development Drawings and Description (collectively, “SCOPE CHANGES”). No material Scope Changes affecting Tenant rights hereunder in any material respect shall be made unless Landlord obtains Tenant’s consent thereto (which consent shall not be unreasonably withheld, conditioned or delayed, and which consent shall be given or withheld within five (5) business days following such request by Landlord; provided that if Tenant fails to respond within the five (5) business day period, Landlord shall give Tenant an additional notice requesting Tenant’s consent, and if Tenant fails to respond within two (2) business days following the second request, Tenant’s consent shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workgiven). Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventIn addition, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work provide Tenant with copies of any construction drawings and plans and specifications, including the Design Documents and progress and construction administration documents, for the Base Building Work, as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete they are developed; provided further, that following completion of the construction drawings for the Base Building Work, any portions or aspects of Landlord's Work which changes made thereafter shall be incomplete highlighted on the copies delivered to Tenant. In addition, Tenant may from time to time request changes in the Design Documents, which changes shall be subject to Landlord’s approval, not to be unreasonably withheld or delayed, so long as of the date of changes do not delay Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease’s Work, Tenant hereby acknowledges and agrees that the construction and/or installation pays all increased costs of Landlord's ’s Work by resulting from the changes, and the changes do not otherwise adversely affect the costs of operating, insuring or maintaining the Building or affect the ability of Landlord shall not be deemed in any way to constitute a condition precedent to lease the occurrence balance of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) Building not leased to Tenant or to reduce the effectiveness of any Rentable Square Feet of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Building.

Landlord’s Work. (a) For purposes of this leaseExcept as otherwise agreed upon in writing, "Landlord's Work" means, collectively, the alterations and Landlord shall perform improvements to the demised premises Premises in accordance with the worklist attached to this Work Letter as Schedule 1 to this Exhibit (the ”Worklist”). The improvements to be constructed and/or installed performed by Landlord in accordance with the terms and conditions Worklist are referred to as “Landlord’s Work”. Landlord’s Work shall be done with such minor variations as Landlord may deem advisable, so long as such variations will not substantially vary from Worklist or materially interfere with the permitted use of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leasethe Premises. Landlord shall use commercially reasonable efforts enter into a direct contract for Landlord’s Work with a general contractor selected by Landlord and approved by Tenant, which approval shall not be unreasonably withheld, conditioned, or delayed. Upon request, Xxxxxxx may request one or more general contractors to "Substantially Complete" bid on the Landlord's ’s Work not later than ________and the Landlord shall reasonably consider such general contractor candidates so long as the same comply with Landlord’s insurance and standard contractor guidelines. In addition, 20________ (Landlord shall have the "Substantial Completion Target Date")right to select and approve of any subcontractors used in connection with Landlord’s Work. For purposes of this leaseTenant acknowledges and agrees that, Xxxxxxxx's except as expressly set forth on the Worklist or as otherwise agreed upon in writing, Landlord’s Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed constructed using Building-standard materials designated by Landlord for the Building. In no event shall Landlord’s Work include any costs or expenses of any consultants retained by Tenant with respect to design, procurement, installation or construction of improvements or installations, whether real or personal property, for the construction and/or installation Premises. Landlord will not require Tenant to remove the Landlord’s Work upon the expiration or earlier termination of the Lease. Landlord will reasonably cooperate with Tenant in order to perform Landlord's Work shall certify in writing work with a minimum of disruption to Landlord that: (i) LandlordTenant's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith)business; provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall will not be deemed obligated to incur any additional costs in any way to constitute a condition precedent to connection with the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)same.

Landlord’s Work. (a) For purposes of this leaseTenant shall lease the Premises, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts deliver the Premises to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, howeverTenant, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work their “as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete is” condition as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything the Lease and Landlord shall have no obligation to perform any work or to make any improvements to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises Premises (including, without limitation, the commencement mechanical equipment and other equipment serving the Premises) or any other part of the obligation Building, except that Landlord shall perform or pay the cost of (as elected by Landlord) the following work (“Landlord’s Work”): (i) construct new building standard restrooms serving the Premises, which shall include any work in such restrooms that is required to pay Rent by Xxxxxx as comply with the Americans With Disabilities Act; and (ii) any work in the Common Areas of the Commencement DateBuilding (and expressly excluding any work on any Floor of the Premises) that is required to provide a Title 24 compliant path of travel to the Premises. Notwithstanding the foregoing, Landlord shall not be required to perform or pay the cost of any work (whether required by applicable Laws, physical site conditions, engineering requirement or otherwise) required as a result of Tenant’s installing internal stairways or performing work to any existing stairway (if such work is a part of the approved Working Drawings), and Tenant shall be responsible for the cost of all such work (subject to the Construction Allowance) and shall perform such work with contractors approved by Landlord, which approval shall not be unreasonably withheld. The preceding sentence shall not be construed as Landlord’s consent to the installation of internal stairways or any work to any existing stairway; such work shall be subject to Landlord’s review and approval of the Preliminary Plans and Working Drawings pursuant to Section 5 below and the other applicable terms of the Lease and this Agreement. Landlord may perform Landlord’s Work concurrently with Tenant’s performance of Tenant’s Work or (where feasible) after the completion of Tenant’s Work, and Landlord is not required to complete Landlord’s Work prior to delivery of the Premises to Tenant; provided, however, that any time after the exercise or lapse of the Early Contraction Right contained in Section 1.5 of the Lease, if Landlord shall not already have commenced Landlord’s Work, Tenant shall have the right to send Landlord a written notice requiring Landlord to commence Landlord’s Work, in which case Landlord shall commence Landlord’s Work no later than thirty (30) Business Days after Landlord’s receipt of such notice.

Landlord’s Work. (a) For purposes A. A complex of this leasebuilding shells and common area improvements of exterior and interior design and materials as determined by Landlord substantially as shown in Exhibit A. B If any partitions are required to separate the leased premises from adjacent spaces, "Landlord's Work" meansLandlord shall install metal stud framing only, collectively, after Tenant has performed any demolition necessary to accommodate installation of said framing. Such stud framing shall extend from the alterations and improvements floor slab of the leased premises to the demised underside of the floor or roof structure Tenant shall reimburse Landlord as Tenant's share of the cost of such work, $20.00 per lineal foot of said stud framing. Tenant shall install gypsum board on Tenant's side of stud framing to underside of structure as required for a one-hour fire resistant separation. C In the event that the leased premises are located in a retail development, or in an expansion wing of a retail development, which development or expansion wing shall not yet have opened for business to the public, and Tenant shall be constructed and/or installed by able to complete its construction within the leased premises prior to such opening, Landlord shall not provide a temporary barricade at the storefront lease line, except to the extent that Landlord shall determine that such barricade is necessary or desirable. If the leased premises are not located in accordance with such a development or in such an expansion wing, or if Tenant shall be unable to complete the terms construction of the leased premises and conditions of this leaseto open for business at the time that such development or expansion wing, as more particularly described in Exhibit ________ attached applicable, first opens for business to the public, Landlord shall provide, for Tenant's use during construction and hereby made demolition, a part temporary barricade at the storefront lease line. Tenant shall reimburse Landlord $45.00 per lineal foot of this leasestorefront lease line for any such temporary barricade provided by Landlord. Landlord shall use commercially reasonable efforts to "Substantially Complete" remove the Landlordstorefront barricade upon completion of Tenant's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed and when Tenant is prepared to be "Substantially Complete" open for business as of the date on which the general contractor or the architect employed determined by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever the option, by written notice to Tenant, to require Tenant in to remove the storefront barricade and to store the same at a location specified by Landlord within the regional retail development. In the event that of such removal by Tenant, Tenant shall be responsible for any damage caused to the barricade by such removal and storage. In either case, Tenant shall immediately repair any damage caused to the leased premises by the removal of the barricade. D If the entire leased premises shall not have been previously occupied by another tenant or occupant, the provision of utility connections by Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on be as set forth under Section II of Exhibit B-i. If the entire leased premises shall have been previously occupied, and the following utilities or before utility stubs are not contained within the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventpremises, Landlord shall use commercially reasonable efforts cause said utilities to Substantially Complete be extended to within the leased premises at a point which is closest to Landlord's Work as soon as possible thereafterpickup point. Landlord Such utilities shall use commercially reasonable efforts include: sanitary, domestic cold water, plumbing vent (where applicable), fire protection, and air conditioning supply duct stub (where applicable) Refer to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything Exhibit B-i (and/or to the contrary set forth elsewhere in other construction exhibits, if any, attached to this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this leaseLease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date).for additional information on certain utilities

Landlord’s Work. (a) For purposes 33.1. Landlord, at Landlord’s expense and as Landlord’s Work, will complete in a good and workmanlike manner and according to all applicable laws all of this leasethe work that is described on Exhibit E, "as applicable depending upon which Scheme Tenant elects under Section 2.5. Subject to delay due to Tenant Delay and/or Force Majeure, Landlord shall cause Landlord's Work" means, collectively, the alterations and improvements to the demised premises ’s Work to be constructed and/or installed by Landlord in accordance with Substantially Completed on or before the terms and conditions of this lease, as more particularly described scheduled dates therefor set forth in Exhibit ________ attached E. Landlord shall pay for all costs associated with Landlord’s Work, except as set forth in this Lease (for example, costs arising from Tenant Delay). Landlord shall be permitted to perform Landlord’s Work during Tenant’s occupancy and use of the Premises; provided, that both Landlord and Tenant hereby made agree to reasonably cooperate with each other in the coordination of such Landlord’s Work (so as not to cause a part of this lease. Tenant Delay or otherwise) and Landlord shall use commercially reasonable efforts to "Substantially Complete" minimize interference with the conduct of Tenant’s business in the Premises in connection with Landlord's ’s Work (subject to Tenant’s obligation to pay the incremental cost arising from such efforts); and provided further that, subject to the terms and conditions of Section 19, Tenant shall not later than ________be obligated to surrender the Swing Space to Landlord prior to the Swing Space Return Dates set forth therefor on Exhibit E. If Tenant requests that Landlord perform Landlord’s Work after-hours despite Landlord’s commercially reasonable efforts to minimize interference with the conduct of Tenant’s business in the Premises, 20________ (then Landlord shall do so Tenant shall pay the "Substantial Completion Target Date")incremental cost arising therefrom. For purposes Any delay of this lease, Xxxxxxxx's Landlord’s Work arising from Landlord using efforts to minimize interference with the conduct of Tenant’s business in the Premises or from Landlord performing Landlord’s Work after-hours shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Delay.

Landlord’s Work. (a) For purposes Landlord agrees to (i) disassemble certain work stations which are in the location of this leasethe new demising wall referenced in (ii) below and necessary to be removed in order to construct the demising wall (ii) install a demising wall for the Expansion Space where noted on Exhibit A attached hereto (iii) remove work stations in the Expansion Space not being utilized by Tenant and of which Tenant gives Landlord written notice on or before February 15, 2004 and (iv) remove one (1) conference room table (collectively (i), (ii), (iii) and (iv) being "Landlord's Work" means") at Landlord's sole cost and expense on or before the Commencement Date, collectively, the alterations utilizing quality material and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseconstruction practices. Landlord shall use commercially reasonable efforts to "Substantially Complete" the The Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall will be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed performed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workgeneral contractor. Landlord shall have no liability whatsoever agrees to Tenant in use good faith diligent efforts to complete the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Commencement Date. With the exception only of Landlord's Work, the Premises shall be leased to Tenant in its "as is, where is" condition as of the date hereof and on the Commencement Date (including, without limitation, and Landlord shall not be required to make nor to pay for any damages that Tenant may suffer as a result thereof alterations or improvements necessary or required in connection therewith); provided, however, in such event, Landlord shall with Tenant's use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafterand/or occupancy of the Premises. Landlord shall use commercially reasonable good faith efforts to complete the Landlord's Work and deliver the Expansion Space to Tenant broom-clean and free of all occupants on or before March 1, 2004. The Commencement Date of this Lease shall be the first to occur of (i) the date of substantial completion of the Landlord's Work and the Approved Tenant's TI Work (as defined in Section 3.2(b) and delivery of the Expansion Space broom-clean and free of all occupants or (ii) the date upon which Tenant commences use or occupancy of all or any portions part of the Expansion Space for the Permitted Uses as opposed to mere entry for the limited purposes allowed in connection with an Early Entry (as hereafter defined). At such time and to the extent that Landlord shall reasonably determine that Landlord's Work (as said term is hereafter defined) has progressed to the point that entry by Tenant or aspects Tenant's contractors will not materially interfere with the performance and completion of Landlord's Work, Landlord shall permit Tenant, Tenant's employees and Tenant's contractors and vendors to enter the Premises prior to the Commencement Date ("Early Entry") in order to perform Tenant's TI Work which and installations of telecommunications, voice and data systems, furniture and other equipment. Such Early Entry shall be incomplete as upon and subject to all of the date terms, covenants and provisions of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees Lease notwithstanding that the construction and/or installation of Landlord's Work by Landlord Commencement Date shall not then have occurred except that Tenant shall not be deemed in any way responsible for the payment of Basic Rent and Additional Charges pursuant to constitute a condition precedent to Sections 5 and 6 hereof until the occurrence of the Commencement Date Date. Tenant shall have the right, but not the obligation, to, within thirty (30) days after the Commencement Date, have the rentable square footage of the Expansion Space measured by an architect or engineer selected by Tenant and approved by Landlord which approval will not be unreasonably withheld. If Tenant fails to complete such measurement and deliver a copy thereof to Landlord together with a notice (a "Measurement Notice") claiming a right to remeasurement hereunder within thirty (30) days after the Commencement Date, such failure shall constitute a waiver on the part of the Tenant to thereafter measure or challenge the rentable square footage of the Expansion Space. If such Measurement Notice and related measurement of the rentable square footage of the Expansion Space is delivered to Landlord within such thirty (30) day period, then Landlord and Tenant shall promptly meet in an attempt to resolve their differences as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any rentable square footage of the agreements or obligations Expansion Space and pending resolution of Tenant such differences, the Expansion Space shall be deemed to continue to have rentable square footage set forth in this lease with respect Lease. Upon agreement or final resolution by a court of competent jurisdiction as to the demised premises (including, without limitationrentable square footage of the Expansion Space, the commencement Annual Fixed Rent and Tenant's Proportionate Share shall be adjusted to take into account any increase or decrease of the obligation to pay Rent by Xxxxxx as rentable square footage resulting from such measurement. Tenant's architect or engineer shall use Landlord's measurement method for the calculation of rentable square footage in the Building in determining rentable square footage of the Premises. Upon request of Landlord, Tenant shall promptly execute a declaration setting forth the actual Commencement Date)Date of this Lease as well as any adjustment to the rentable square footage of the Premises and Tenant's Proportionate Share resulting from remeasurement of the Expansion Space by Tenant.

Landlord’s Work. (a) For purposes of this leaseLandlord shall, "at its sole cost and expense, substantially perform Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord work with respect to the construction and/or installation of Landlord's Work shall certify Office Park, the Premises, and the Building in writing such manner as to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance comply with the approved plans and specifications therefor, if any; and requirements of Exhibit B (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval entitled "Description of Landlord's Work"). The location of such building within the Office Park and the Premises are described on Exhibit A (entitled "Premises"). Notwithstanding the foregoing, the location, type, shape, height and number of stories of such building and the nature and identity of the occupants of adjoining premises shall each be subject to such changes (whether ordinary or extraordinary, foreseen or unforeseen) as Landlord shall, at any time and from time to time, deem in its sole judgment to be desirable for the benefit of the Office Park or Building. No such changes, or any of them, shall have no liability whatsoever to invalidate or affect this Lease. Landlord's work shall be conclusively deemed approved by Tenant in all respects when Tenant opens for business in the event that Landlord shall fail Premises except only for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects items of Landlord's Work work which are not contemplated or do not conform to Exhibit B and as to which Tenant shall have given specific, written notice to Landlord within thirty (30) days after Tenant opens for business. If any other disputed interpretation or difference between Landlord and Tenant arises out of any matter concerning Landlord's work the same shall be incomplete submitted in writing a mutually agreeable third party architect (hereinbefore and hereinafter in this Exhibit C referred to as the "Arbitrator") who shall in good faith determine the dispute or difference. In the absence of fraud, bad faith or collusion, said Arbitrator's determination or award shall be final and binding and conclusive upon both Tenant and Landlord. Any award or determination rendered in accordance with this provision shall be controlling and decisive of any question, matter of dispute thereafter arising under this Lease, if and to the extent that, such question, matter or dispute thereafter arising involves the same issues(s). Each arbitration under this provision shall be governed by the laws of the date State of Substantial Completion Florida, and shall be held in Palm Beach County, State of Landlord's Work Florida, or at such other place as soon as possible thereafterthe Arbitrator may reasonably designate. Notwithstanding anything to The change or cost of the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that Arbitration regardless of the construction and/or installation of Landlord's Work award or determination shall be borne equally by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)and Tenant.

Landlord’s Work. Except as otherwise specifically provided, Landlord, at its expense, shall furnish, install and perform in the Premises, using Building Standard materials and quantities, all of the work (a“Landlord’s Work”) For purposes of this lease, "Landlord's Work" means, collectively, shown on the alterations and improvements to working drawings (the demised premises “Plans”) hereafter to be constructed and/or installed prepared by Tenant (with the cooperation of Tenant’s architect) and approved by Landlord, which approval shall not be unreasonably withheld or delayed if the Plans are consistent with the work shown on the layout plan annexed to this Work Agreement as Exhibit C-1. Tenant shall submit the Plans to Landlord on or before April 16, 2010, time being of the essence. If Landlord shall object to any part of the Plans, such objections shall be made in a writing given by Landlord to Tenant within five (5) Business Days after Landlord’s receipt of the Plans, which objections shall be set forth in accordance with such notice in sufficient detail to enable Tenant to modify such Plans in order to make them acceptable to Landlord. Tenant shall cause the terms and conditions of this lease, as more particularly described in Exhibit ________ attached Plan to and hereby made a part of this leasebe modified within three (3) Business Days after Landlord shall have given its comments to Tenant. Landlord shall use commercially reasonable efforts respond to "Substantially Complete" the such revised plans within three (3) Business Days after Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date")’s receipt thereof. For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect Notwithstanding anything contained herein to the construction and/or installation of contrary, Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans ’s costs and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction expenses incurred with respect to Landlord's ’s Work, Additional Work or (as hereinafter defined) and the governmental authority having jurisdiction with respect to cost of permits, filing fees and Landlord's ’s expediter, shall not exceed the amount of the Tenant Improvement Allowance defined in this Lease (“Landlord’s Maximum Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewithCost”); provided, however, Landlord’s Maximum Work Cost will not include Landlord’s costs with respect to the review, comments to and approval of the Plans. Tenant shall pay all costs and expenses in excess of Landlord’s Maximum Work Cost upon demand and as otherwise directed by Landlord. Landlord’s bidding, pricing and change orders shall be on an open-book basis. Landlord and Tenant agree that Landlord shall bid out Landlord’s Work to at least the following General Contractors: TriStar, Xxxxx X. Xxxxxxxxxx, StructureTone, Xxxxx & Xxxxxxx and ACC Construction, and each such eventGeneral Contractor will bid all major trades to at least three (3) subcontractors who are pre-qualified to perform work in the Building and who have been provided with a copy of the project schedule. The General Contractors shall provide their fee (as a percentage of the work), general conditions and general requirements separately, with the balance of the subcontractor work provided as a lump sum. After the bids are received, Landlord shall use commercially reasonable efforts recommend the selection of a General Contractor, subject to Substantially Complete Tenant’s approval (which shall not be unreasonably withheld). (Tenant shall approve or reject such recommendation within two (2) Business Days, and if Tenant shall fail to respond within such period of time, Tenant shall be deemed to have approved Landlord's ’s recommendation.) After a General Contractor has been selected, such General Contractor shall provide the subcontractors’ bids, including line item scopes, for Tenant’s review. Tenant shall respond to Landlord’s submission of any change orders within two (2) Business Days. In the event that Tenant shall fail to so respond, any change in Landlord’s Work as soon as possible thereafter. or the Additional Work requested by Tenant shall be deemed to have been disapproved and withdrawn by Tenant, and any change in Landlord’s Work or the Additional Work requested by Landlord shall use commercially reasonable efforts be deemed to complete have been approved by Tenant. Notwithstanding the foregoing, any portions changes as may be required by any Government Authority or aspects of Landlord's Work which shall be incomplete as department thereof affecting the construction of the date of Substantial Completion of Building and/or the Premises or any Landlord's ’s Work as soon as possible thereafter. Notwithstanding anything or any Additional Work to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work be performed therein may be complied with by Landlord in completing the same and shall not be deemed in any way to constitute a condition precedent to the occurrence violation of the Commencement Date (as such date is set forth in Paragraph 1.3 Plans or any provision of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent Schedule C and shall be accepted and approved by Xxxxxx as of the Commencement Date)Tenant.

Landlord’s Work. (a) For purposes of this leaseLandlord, "Landlord's Work" meansat its sole cost and expense, collectively, will deliver each floor comprising the alterations and improvements Premises to the demised premises to be constructed and/or installed by Landlord in accordance Tenant with the terms and conditions of this lease, as more particularly work described in Exhibit ________ B-1 attached hereto Substantially Complete (defined below) (the work to be performed by Landlord pursuant to Exhibit B-1 being referred to herein as “Landlord Work”), except to the extent that the parties have agreed that any component of the Landlord Work need not be Substantially Complete prior to such delivery. The Landlord Work on any floor comprising the Premises will be “Substantially Complete” upon the completion of the Landlord Work, as reasonably determined by Landlord or Landlord’s architect), with the sole exception of any punch list items the non-completion of which will not impair, preclude or delay Tenant from commencing, and hereby made a part carrying out the work of this leasecompleting, the Tenant Improvements. Landlord shall use commercially reasonable efforts to "Substantially Complete" cause the Landlord's Landlord Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord carried out in compliance with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Workapplicable Laws. Landlord shall have no liability whatsoever to Tenant be responsible for correction of any defects in the event Landlord Work, including repair of any Tenant Improvements damaged in the process of such corrective work. Promptly following Landlord’s determination that the Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before any floor comprising the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such eventPremises is Substantially Complete, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work will notify Tenant as soon as reasonably possible thereafter. Representatives of Landlord shall use commercially reasonable efforts and Tenant will jointly tour the floor(s) to complete confirm that the Landlord Work therein is Substantially Complete (or to catalog any portions items which are not Substantially Complete) and to compile a list of punch list items. If an item or aspects of Landlord's Work which shall be incomplete as items of the date of Substantial Completion of Landlord's Landlord Work as soon as possible thereafter. Notwithstanding anything are determined not to be Substantially Complete, the contrary set forth elsewhere parties will note such item(s) in this lease, Tenant hereby acknowledges writing and agrees that the construction and/or installation of Landlord's Landlord Work by Landlord shall on the applicable floor(s) will not be deemed in any way to constitute a condition precedent Substantially Complete until such items are completed to the occurrence reasonable satisfaction of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)both parties.

Landlord’s Work. Landlord, in a good and workmanlike manner and using Building standard materials and finishes, shall construct and do such other work in the Fifth Amendment Additional Premises (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord “Landlord’s Work”) in accordance substantial conformity with the terms plans and conditions outline specifications of this leasethe plan, prepared by dated , attached hereto as more particularly described in Exhibit ________ attached “A”. If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work supplements shall be deemed submitted to Tenant for approval, which approval shall not be "unreasonably withheld or delayed. If Landlord’s Work is delayed in being Substantially Complete" Completed (as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord thathereinafter defined) as a result of: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved Tenant’s failure to furnish plans and specifications therefor, if anyor provide any other reasonably requested information or approvals related to the furtherance of Landlord’s Work within five (5) business days following Landlord’s written request to Tenant for the same; and (ii) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (iii) Tenant’s changes in said plans, including but not limited to any Change Order (as hereinafter defined); (iv) the performance or completion of any work, labor or services by Tenant or any party employed or engaged by or on behalf of Tenant; or (v) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within five (5) business days following Landlord’s written request to Tenant for the same (each, a temporary or permanent certificate “Tenant’s Delay”); then the Fifth Amendment Additional Premises Commencement Date and the payment of occupancy has been issued Fixed Rent hereunder shall be accelerated by the governmental authority having jurisdiction number of days by which such Tenant Delay caused Landlord’s Work to be delayed in being Substantially Completed. If any change, revision or supplement to the scope of the Landlord’s Work is requested by Tenant (“Change Order”) then all such increased costs associated with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which Change Order shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, paid by Tenant hereby acknowledges upfront and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Change Order shall not change the Fifth Amendment Additional Premises Commencement Date (as such date is set forth in Paragraph 1.3 and shall not alter Tenant’s obligations under the Lease. After receipt of this lease) or to the effectiveness of any notification from Landlord, Landlord and Tenant shall schedule a pre-occupancy inspection of the agreements or obligations Fifth Amendment Additional Premises at which time a punchlist of outstanding items, if any, shall be generated. Within a reasonable time thereafter, Landlord shall complete the punchlist items to Tenant’s reasonable satisfaction. Except for Landlord’s obligation to complete the Landlord’s Work, Tenant set forth shall lease the Fifth Amendment Additional Premises in this lease with respect to the demised premises (including“AS IS” condition, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)representation or warranty.

Landlord’s Work. (aA) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements Subject to the demised premises provisions of Section 2.1(A) hereof, Landlord, at Landlord’s sole cost and expense, subject to Section 4.3(C)(4) shall perform the Base Building Work, as defined in Section 4.3(C). The Base Building Work shall be constructed and/or installed by Landlord performed in accordance with the terms Approved Base Building Plans and conditions Specifications (as defined in Section 4.3(C) hereof). In addition, Landlord shall perform the work for the preparation of this lease, the Premises for Tenant’s occupancy (“Tenant Improvement Work”) in conformity with the Final Tenant Plans under Section 4.3. Attached hereto as more particularly described in Exhibit ________ attached to and hereby made B-5 is a matrix showing those items which are provided by Landlord as part of the Base Building Work and those items which will be part of the Tenant Improvement Work. Tenant shall enter into agreements with Sasaki Associates, Inc., which is pre-approved by Landlord, or another similarly reputable, licensed and insured architectural firm selected by Tenant and reasonably acceptable to Landlord (“Tenant’s Architect”) and engineers selected by Xxxxxx and approved by Landlord (which approval shall not be unreasonably withheld, conditioned, or delayed) who will be preparing the Tenant Plans (as hereinafter defined) (“Tenant Design Work”). If Landlord fails to respond to a request for approval of an architect within five (5) business days, Tenant may re-send such request to Landlord via registered or certified mail, return receipt requested, or recognized overnight delivery service, with the following statement in bold at the beginning of such request, “WARNING: POSSIBLE DEEMED APPROVAL NOTICE. Failure to respond to this leaserequest within three (3) business days may lead to deemed approval of such request”. Should Landlord fail to respond to such second request within three (3) business days after receipt thereof, such failure shall be deemed to be approval of the architect in question. Notwithstanding the foregoing, Landlord shall have no liability to Tenant, and Tenant waives all claims against Landlord in respect to, the failure of the Tenant Design Work as shown on the Final Tenant Plans to comply with applicable Legal Requirements, but the foregoing shall not in any way impair or waive claims of either party against the architects and/or engineers with respect to the Tenant Design Work. The cost of the Tenant Improvement Work and the Tenant Design Work shall be paid in accordance with Section 4.5. The Base Building Work and the Tenant Improvement Work are sometimes referred to collectively as “Landlord’s Work.” Subject to delays due to Force Majeure or attributable to a Tenant Delay Landlord shall use commercially reasonable best efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to in the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor’s Work, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord but Tenant shall have no liability whatsoever to Tenant in the event that claim against Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts failure so to complete any portions or aspects construction of Landlord's Work which shall be incomplete ’s Work, except as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is expressly set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Section 4.2.

Landlord’s Work. (a) For purposes of this leaseLandlord will provide, "Landlord's Work" meansconstruct and install, collectivelyat no cost to Tenant, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, “Landlord’s Work” as more particularly described in Exhibit ________ set forth on Schedule 1 attached to and hereby made a part of this leasehereto. Landlord shall use commercially reasonable efforts to "Substantially Complete" substantially complete Landlord’s Work to enable the commencement of construction of Tenant’s Work (as hereinafter defined) by April 1, 2008. Within ten (10) days after notice from Landlord that Landlord's ’s Work not later than ________is substantially complete, 20________ Tenant shall have the right to inspect the Premises and notify Landlord of punchlist items of Landlord’s Work which need to be corrected, repaired or completed. Landlord shall correct, repair or complete such punchlist items as expeditiously as possible, and in any event within thirty (30) days (subject to Section 25H of the "Substantial Completion Target Date"Lease). For purposes Failure of this lease, Xxxxxxxx's Work Tenant to notify Landlord of any punchlist items within such 10-day period shall be deemed to be "Substantially Complete" Tenant’s acceptance of Landlord’s Work, subject to latent defects as described in Section 4A of the Lease. If Landlord fails to substantially complete Landlord’s Work by April 1, 2008 (the “Outside Completion Date”), and such failure delays the performance of Tenant’s Work, then Base Rent first accruing under the Lease shall axxxx for a number of days equal to (x) two (2) multiplied by (y) the number of days in the period commencing on the day following the Outside Completion Date and expiring on the date on which Landlord substantially completes Landlord’s Work. Notwithstanding the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforforegoing, if any; and (ii) a temporary or permanent certificate Landlord is delayed in substantially completing Landlord’s Work due to an event of occupancy has been issued force majeure as described in Section 25H of the Lease, the Outside Completion Date shall be extended by the governmental authority having jurisdiction with respect number of days of such force majeure delay, to a maximum of sixty (60) additional days. The remedy set forth above in this Paragraph 1 is Tenant’s sole remedy, and Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation’s sole liability, for any damages that Tenant may suffer as a result thereof or delays in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects substantial completion of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)’s Work.

Landlord’s Work. Landlord shall be required to perform the items described on Exhibit A-2 (a“Landlord’s Work”) For purposes of this lease, "Landlord's Work" means, collectively, the alterations in a good and improvements to the demised premises to be constructed and/or installed by Landlord workmanlike manner and in accordance with the terms and conditions applicable Laws as soon as practicable following execution of this leaseLease recognizing that portions thereof may be completed following the Delivery Date and that such portions may be completed while Tenant is performing the Tenant’s Work. Landlord reserves the right to amend, eliminate or add design elements and/or re-engineer or re-design any element(s) of the Landlord Work as the project progresses and becomes more particularly described defined recognizing that absent Tenant’s express prior written approval, no such change shall result in Exhibit ________ attached a lesser grade or quality as to and hereby made what was previously designated or approved by Tenant. Tenant shall have a period of three hundred sixty (360) days following the date the temporary or final certificate of occupancy shall be issued to Tenant for its initial occupancy for at least 30% of the Building, to reasonably identify any latent defects in the systems or equipment serving the Building that have been provided by Landlord as part of this leasethe Landlord Work included, but not limited to, the elevators, electrical, mechanical and plumbing systems. Landlord shall use commercially reasonable efforts agrees to "Substantially Complete" promptly repair or replace as necessary any of such latent defects identified to Landlord within such time period. Tenant has advised Landlord of Tenant’s desire to modify the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as penthouse area of the date on which Building and possibly construct a pilot lab therein. Subject to Tenant’s compliance with applicable Laws and Landlord’s prior approval of the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications thereforand the contractor performing the same, if any; and (ii) a temporary Tenant shall be entitled to convert all or permanent certificate any portion of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail penthouse area for any reason whatsoever to Substantially Complete Landlord's Work on one or before more such purposes at Tenant’s sole cost and expense. For the Substantial Completion Target Date (avoidance of doubt, any consequences resulting from, including, without limitation. any changes to permits or plans and/or any additional or revised code compliance matters, for together with any damages that Tenant may suffer as a result thereof costs or expenses incurred by Landlord, arising in connection therewith); providedwith the conversion of all or any portion of the penthouse area of the Building desired by Tenant or installation of any pilot lab at the Premises, howeverwill be at Tenant’s sole cost and expense (subject to application of the Allowance) and reimbursable to Landlord within 15-days after billing by Landlord to Tenant, and any delay in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which the Delivery Date by reason thereof shall be incomplete as disregarded under this Lease. Landlord’s Work at the penthouse area shall be expressly confined solely to the demolition of the date presently existing HVAC system therein irrespective of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence modification of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Building.

Landlord’s Work. (a) For purposes a. Upon the request of Tenant and in consideration of Tenant's agreement to enter into this leaseLease of the Premises, "Landlord's Work" meansLandlord has entered into the Construction Contract and will use commercially reasonable efforts to cause the General Contractor to complete the construction and performance of work thereunder in accordance with the Approved Plans. Tenant will lease the Improvements, collectivelyonce constructed, the alterations and improvements to the demised premises to be constructed and/or installed by from Landlord in accordance with the terms and conditions of this leaseLease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord and Tenant therefore agree that Tenant should have certain rights and obligations with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval performance of Landlord's Work. Landlord shall have no liability whatsoever to and Tenant in acknowledge that the event that Landlord shall fail Approved Plans for any reason whatsoever to Substantially Complete Landlord's Work are not yet complete. Landlord and Tenant agree that any proposed plan or specification of a portion of Landlord's Work or a proposed revision of an Approved Plan shall be submitted from time to time by General Contractor simultaneously to both Landlord and Tenant. Landlord agrees to promptly give commercially reasonable consideration to all proposed plans and changes to plans. Landlord agrees that it will not withhold, delay or condition its approval of a plan or specification which is approved by Tenant provided the work depicted on such plan or before described in such specification, when considered together with the Substantial Completion Target Date work depicted or described in the existing Approved Plans: (includingi) will not increase the total cost of the Improvements set forth in the Construction Contract, without limitationand (ii) does not materially adversely affect the anticipated soundness, for any damages that Tenant may suffer as a result thereof structural integrity, value, utility, operation or in connection therewith)useful life of the Improvements; provided, however, in such event, that Landlord may not withhold its approval of a plan pursuant to clause (i) above if Tenant shall use commercially reasonable efforts agree to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as reimburse the cost of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence affected element(s) of the Commencement Date (as such date is Improvements in the manner set forth in Paragraph 1.3 section 30(j) below. If Tenant shall seek Landlord's consent to a plan which contains element(s) which materially adversely affect the value, utility, operation or useful life of the Improvements, Landlord may require, as a condition to such consent, that upon expiration or termination of this lease) or Lease, Tenant shall restore the Premises to the effectiveness of any of physical construction and condition they would have been in if such element(s) included in the agreements or obligations of plan had not been approved. Upon approval by Landlord and Tenant set forth as provided in this lease with respect to the demised premises (including, without limitationparagraph, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)proposed plan or specification shall be an Approved Plan.

Landlord’s Work. Tenant hereby acknowledges that (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability obligation whatsoever to Tenant perform any work to the Premises in connection with this Amendment or the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (Extension Term except as specifically set forth in this Amendment, including, without limitation, for Exhibit A, (b) Tenant is familiar with and has inspected the Premises, and (c) except as otherwise set forth in this Amendment, Tenant shall accept the Premises on an "AS-IS," "WHERE-IS" basis. Landlord shall, at Landlord's sole cost and expense and without charging the same to Tenant in any damages that Tenant may suffer manner, including, without limitation as a result thereof Shared Expense (except with respect to a Tenant Delay and as set forth in Exhibit A with respect to the Dock Work), using building-standard materials, furnish or in connection therewithperform the improvements to the Premises set forth on Exhibit A attached hereto and made a part hereof (collectively, the "Landlord's Work"); provided, however, in such event, . Landlord shall use commercially reasonable efforts to Substantially Complete commence the Landlord's Work as soon as possible thereafter. Landlord promptly after the date hereof and shall use commercially reasonable efforts to complete the Landlord's Work within ninety (90) days after the date hereof. Landlord and Tenant acknowledge and agree that (i) Landlord shall not be liable to Tenant for any portions inconveniences Tenant may experience during the performance, construction or aspects installation of the Landlord's Work which shall be incomplete are beyond Landlord's control or, except as expressly set forth in this Section 5, for any delays in Landlord's completion of the date Landlord's Work (regardless of Substantial Completion the length of any such delays); (ii) Landlord shall not be obligated to perform, construct or install (or cause to be performed, constructed or installed) the Landlord's Work at any time other than during normal business hours on regular business days; (iii) Tenant shall ensure that neither Tenant, nor any of Tenant's agents, sublessees, employees, representatives, contractors, subcontractors, suppliers, customers and invitees (collectively, the "Tenant Parties"), interfere with or impede the performance and completion of the Landlord's Work (regardless of whether such Landlord's Work is performed by Landlord or any of Landlord's Work as soon as possible thereafteragents, employees, contractors, or subcontractors); (iv) Landlord shall ensure that Landlord, and all of Landlord's agents, employees, representatives, contractors, subcontractors, and suppliers shall use commercially reasonable efforts to minimize disruptions to Tenant's business that may be caused by the performance of Landlord's Work; (v) Landlord shall have access to the Premises at reasonable times and upon reasonable notice for the purpose of performing, installing and completing the Landlord's Work; and (vi) Tenant and Landlord shall use good faith efforts to cooperate with each other during the performance, construction and installation of the Landlord's Work, and Tenant shall be responsible, at no cost to Landlord, for the moving of any and all furniture, trade fixtures, equipment and/or personal property that is reasonably necessary for Landlord to complete (or cause the completion of) the Landlord's Work. Notwithstanding anything to the contrary contained herein, in the event the Landlord's Work is not Substantially Completed on or before the date that is one hundred twenty (120) days after the date hereof (the "Outside Completion Date"), Tenant shall be entitled to a $500 credit against Annual Rent for each day the Substantial Completion of the Landlord's Work is delayed beyond such Outside Completion Date (such credit to be in addition to the abatement of Monthly Installments of Annual Rent set forth elsewhere in Section 3 above). Notwithstanding the foregoing, if Substantial Completion of the Landlord's Work is delayed beyond such Outside Completion Date as a result of (x) matters beyond the reasonable control of Landlord (such as delays in receiving permits), and/or (y) Tenant Delays (as hereinafter defined), such delays shall be excused for all relevant purposes and the Outside Completion Date shall be extended by one (1) day for every one (1) day of such delays. Landlord shall perform the Landlord's Work in a good and workmanlike manner and in compliance with all applicable laws, rules, ordinances or requirements of any governing authority having jurisdiction over the Premises (but not matters arising due to Tenant's specific use of the Premises). Nothing contained in this leaseamendment shall eliminate, limit or modify Landlord's or Tenant's repair and maintenance obligations set forth in the Lease. In the event any accrued Tenant Delays cause Landlord to pay or incur costs or expenses in connection with the design, construction and substantial completion of the Landlord's Work in excess of the costs or expenses that would otherwise have been paid or incurred by Landlord, Tenant hereby acknowledges shall pay any such reasonable out-of-pocket excess costs and agrees that expenses to Landlord, as Additional Rent, within ten (10) days after Landlord submits invoices for any such excess costs or expenses. For purposes herein, "Tenant Delays" shall mean delays in the design, construction and/or installation or substantial completion of the Landlord's Work by or on behalf of Landlord shall not be deemed in any way caused or contributed to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) by Tenant or to the effectiveness of any of the agreements Tenant Parties. For purposes herein, "Substantially Completed" or obligations "Substantial Completion" means the Landlord's Work has been completed except for minor or insubstantial details of Tenant set forth construction, repair, mechanical adjustment, or finishing touches, which items shall not adversely affect Tenant's conduct of its ordinary business activities in this lease with respect to the demised premises (includingPremises, without limitation, the commencement of the obligation to pay Rent as reasonably determined by Xxxxxx as of the Commencement Date)Landlord's contractor or architect.

Landlord’s Work. (a) For purposes Subject to the provisions of this leaseSection 2 below, "Landlord's Work" means, collectively, the alterations and Landlord shall perform improvements to the demised premises Premises substantially in accordance with the plans and preliminary project budget prepared by On Commercial Construction (“OCC”), dated April 28, 2016, attached hereto as Exhibit A-I and Exhibit A-2 (as such plans may be modified in Landlord and Tenant’s mutual and reasonable discretion, the “Plans”). The improvements to be constructed and/or installed performed by Landlord in accordance with the Plans are hereinafter referred to as the “Landlord Work.” It is agreed that construction of the Landlord Work is intended to be “turn-key” and will be completed at Landlord’s sole cost and expense (subject to the Maximum Amount and further subject to the terms of Paragraphs 4 and conditions 5 below) using Building Standard methods, materials and finishes, on a phased schedule, on or before January 1, 2017. Landlord and Tenant agree that Landlord’s obligation to pay for the cost of this leaseLandlord Work (inclusive of the cost of preparing Plans, as more particularly described in Exhibit ________ attached obtaining permits, Landlord’s construction management fee, and other related costs) shall be limited to $557,685.00 (i.e. $17.00 per rentable square foot of the Premises) (the “Maximum Amount”) and hereby made a part that Tenant shall be responsible for the cost of this leaseLandlord Work, plus any applicable state sales or use tax, if any, to the extent that it exceeds the Maximum Amount. Landlord shall use commercially reasonable efforts enter into a direct contract for the Landlord Work with OCC or another contractor selected by Landlord. In addition, Landlord shall have the right to "Substantially Complete" select and/or approve of any subcontractors used in connection with the Landlord Work. Landlord's Work ’s supervision or performance of any work for or on behalf of Tenant shall not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor a representation by Landlord that such Plans or the architect employed by Landlord revisions thereto comply with respect to applicable insurance requirements, building codes, ordinances, laws or regulations, or that the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially improvements constructed in accordance with the approved Plans and any revisions thereto will be adequate for Tenant’s use, it being agreed that Tenant shall be responsible for all elements of the design of Tenant’s plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); providedcompliance with law, howeverfunctionality of design, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as the structural integrity of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to design, the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence configuration of the Commencement Date (as such date is set forth in Paragraph 1.3 premises and the placement of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (includingTenant’s furniture, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Dateappliances and equipment).

Landlord’s Work. Landlord agrees to perform the following work either prior to, or within a reasonable period of time following, the commencement of the Extended Term: (i) install new wall covering within the 7th floor men’s and women’s restrooms; (ii) install additional wet wall areas within the 7th floor men’s restroom (as necessary in Landlord’s discretion); (iii) install new light lenses within the 1st, 7th and 11th floor men’s and women’s restrooms; (iv) install additional incandescent lighting within the 7th and 11th floor men’s and women’s restrooms (as necessary in Landlord’s discretion); and (v) install metal partitions within the 7th floor men’s restroom (collectively, “Landlord’s Work”). Tenant acknowledges that Landlord’s Work will be performed (a) For purposes of this leaseusing Building standard materials and finishes selected by Landlord, "Landlord's Work" means, collectively, the alterations and improvements (b) in or adjacent to the demised premises Existing Premises while Tenant is in occupancy thereof and paying Rent pursuant to the Amended Lease. Tenant also acknowledges that the performance of Landlord’s Work may interrupt Tenant’s business, or be constructed and/or installed by inconvenient to Tenant, and Tenant agrees that Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached shall have no responsibility or liability to and hereby made a part of this leaseTenant therefor. Landlord shall agrees to use commercially reasonable efforts to "Substantially Complete" minimize any such interruptions and inconveniences and to use its commercially reasonable efforts to coordinate the performance of any portion of the Landlord Work located upon the 7th and 11th floors of the Building with Tenant’s performance of its Tenant Improvements within the portion of the Premises located on the 7th and 11th floors of the Building. Tenant agrees to make the Existing Premises reasonably available to Landlord and its contractors for the performance of Landlord's Work not later than ________, 20________ (’s Work. Tenant agrees that the "Substantial Completion Target Date"). For purposes performance of this lease, Xxxxxxxx's Landlord’s Work shall not constitute an eviction of Tenant from the Existing Premises, whether constructive or otherwise, and Tenant shall in all events be deemed required to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect pay Rent pursuant to the construction and/or installation Amended Lease during the performance of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance ’s Work. In connection with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval performance of Landlord's ’s Work. Landlord , it shall have no liability whatsoever be the responsibility of Tenant at its cost to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date secure all loose personal property, and disconnect and reconnect, as required, all electrical equipment (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewithcomputer equipment); provided, howevermovable partitions, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of workstations and the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)like.

Landlord’s Work. Landlord will make certain improvements to the Expansion Premises (athe “Landlord’s Work”) For as set forth on the “Plan” (as hereinafter defined). Tenant shall have the right to designate the architect/space planner and engineers or consultants for the Landlord’s Work, subject to Landlord’s reasonable approval, which costs may be paid for as part of the Landlord’s Cap. Tenant agrees to meet with Landlord’s architect and/or space planner for the purpose of promptly preparing more detailed plans for the layout of the Expansion Premises (“Space Plan”). Tenant shall have five (5) business days from Landlord’s submission of such Space Plan to Tenant to approve or disapprove the same. Tenant’s failure to so approve or disapprove within such five (5) business day period shall constitute a Tenant Delay (as defined herein) and, at Landlord’s election, be deemed Tenant’s approval thereof. Tenant’s disapproval of such Space Plan shall specifically identify the nature of such disapproval. Landlord shall then have the Space Plan amended to incorporate those items specified in Tenant’s disapproval to which Landlord agrees. Tenant’s approval of the Space Plan shall not be unreasonably withheld, conditioned or delayed. Landlord and Tenant shall diligently work together in good faith to agree upon the Space Plan, it being agreed that Tenant shall have no right to request that the Space Plan be revised except pursuant to Section 4 below. Upon approval, or deemed approval, of the Space Plan the same shall be deemed the “Plan” for the purposes of this leaseWork Letter. Following the parties' approval of the Plan, "Landlord shall submit the Plan for competitive bidding to at least three (3) contractors from a list of contractors mutually approved by Landlord and Tenant. All bids will be opened together with Landlord selecting the general contractor to construct the Landlord's Work" means’s Work (the “General Contractor”), collectively, the alterations and improvements subject to the demised premises reasonable approval of Tenant. The amount of the General Contractor’s bid, with such changes as may be approved in writing between Landlord and Tenant prior to be constructed and/or installed by Landlord in accordance with final selection of the terms and conditions of this leaseGeneral Contractor, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" the “Budget” for the Landlord’s Work. Except as may be otherwise shown on the Plans, Landlord shall perform Landlord’s Work using building standard materials, quantities and procedures then in use by Landlord. In no event shall Landlord be obligated to spend more than One Million Five Hundred Forty-Three Thousand Two Hundred Ninety-Five and 00/100 Dollars ($1,543,295) (the “Landlord’s Cap”) in performing Landlord’s Work. Any costs in performing Landlord’s Work in excess of Landlord’s Cap which are approved in conformity with this Work Letter (the date on which “Excess”), shall be paid by Tenant within five (5) business days of receipt of written invoice by Landlord. In the general contractor or event Tenant fails to timely pay any such Excess, Landlord shall be entitled to suspend the architect employed performance of Landlord’s Work until such time as such payment is received by Landlord with respect and said suspension shall be deemed a Tenant Delay. The cost of Landlord’s Work for calculations relative to the construction and/or installation Landlord’s Cap shall include all costs incurred by Landlord to plan, design and perform Landlord’s Work, including without limitation, the fees and charges of Landlord's Work shall certify in writing ’s architect, Landlord’s engineer and the General Contractor, all permit and inspection fees and charges, and any costs incurred by or charged to Landlord that: for (i) Landlord's Work has been substantially completed substitution of materials or finishes due to the unavailability of materials or finishes specified in all material respects substantially in accordance with the approved plans and specifications thereforTenant’s request, if any; and (ii) a temporary necessary modification of any portions of the Building or permanent certificate its systems to accommodate Landlord’s Work, except as otherwise set forth herein, and (iii) any change to comply with applicable laws, regulations, codes or ordinances and/or the requirements of occupancy has been issued by the governmental authority having any building inspector with jurisdiction with respect to over Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's ’s Work. Landlord shall have no liability whatsoever may deduct from the Landlord’s Cap a project management fee equal to Tenant in two percent (2%) of the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects total cost of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter’s Work. Notwithstanding anything to the contrary set forth elsewhere in this leaseherein, Tenant hereby acknowledges and agrees that if the construction and/or installation aggregate total cost of Landlord's ’s Work performed pursuant to this Work Letter is less than the Landlord’s Cap, any unused portion of Landlord’s Cap up to $77,165.00 shall be applied to offset the Base Rent next due under the Lease, once the exact amount of such unused portion of the Landlord’s Cap is determined by Landlord (“Base Rent Credit”). Except as otherwise provided herein, any unused portion of EXHIBIT B the Landlord’s Cap after application of the Base Rent Credit shall be available to Tenant for a period of up to twenty-four (24) months following the Expansion Date to use for the cost of subsequent Alterations (the “Remainder”). Provided Tenant (i) has completed all of such subsequent Alterations in accordance with the terms of the Lease, has paid for all of such subsequent Alterations in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work in recordable form, (ii) has delivered to Landlord its certificate specifying the total cost of such subsequent Alterations and all contractors involved with such subsequent Alterations, together with evidence of such cost in the form of paid invoices, receipts and the like, (iii) has made written request for such payment on or before that date which is twenty-four (24) months following the Expansion Date, (iv) is not otherwise in default under the Lease beyond applicable notice and cure periods, and (v) there are no liens against Tenant’s interest in the Lease or arising out of such subsequent Alterations, then within thirty (30) days after the satisfaction of the foregoing conditions, Landlord shall pay to Tenant the lesser of the amount of such costs so certified or the Remainder. For the purposes hereof, the cost to be so reimbursed by Landlord shall include the hard costs of such subsequent Alterations, together with Tenant’s actual out-of-pocket engineering, architectural and permitting costs, but not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness cost of any of Tenant’s personal property, trade fixtures, trade equipment, or wiring. Landlord shall be under no obligation to apply any portion of the agreements Remainder for any purposes other than as provided herein, nor shall Landlord be deemed to have assumed any obligations, in whole or obligations in part, of Tenant set forth to any contractors, subcontractors, suppliers, workers or materialmen. Further, in this lease no event shall Landlord be required to pay any portion of the Remainder on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. Any portion of the Remainder which not requested or applied in compliance with respect the terms and conditions hereof on or before that date which is twenty-four (24) months following the Expansion Date shall be retained by Landlord and forfeited by Tenant. The costs of the Landlord’s Work shall not include (and Landlord shall be solely responsible for and the Landlord’s Cap shall not be used for) the following: (a) costs which are expressly made Landlord’s responsibility hereunder; (b) costs incurred due to the demised premises presence of Hazardous Materials in the Premises or the surrounding areas; (includingc) attorneys’ fees incurred in connection with negotiation of construction contracts, without limitationand attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (d) interest and other costs of financing construction costs; (e) costs incurred as a consequence of delay (unless the commencement delay is caused by Tenant), construction defects or default by a contractor; (f) costs recoverable by Landlord upon account of warranties and insurance; (g) restoration costs in excess of insurance proceeds as a consequence of casualties; (h) penalties and late charges attributable to Landlord’s failure to pay construction costs; (i) costs to bring the Common Areas of the obligation to pay Rent by Xxxxxx Project into compliance with Applicable Laws as of the Commencement Expansion Date), except to the extent required because of Tenant’s use of all or a portion of the Premises for other than the permitted use; (j) wages, labor and overhead for overtime and premium time; and (k) construction management, profit and overhead charges in excess of 2% of the total costs of the Landlord’s Work.

Landlord’s Work. Promptly following full execution of this Lease, Landlord, in a good and workmanlike manner and at Landlord's expense, (a) For purposes shall undertake demolition of this leasethose portions of the Premises identified on and in accordance with Tenant's demolition plans and specifications, prepared by Xxxxx Xxxxxx Xxxxxx Architects, dated 2/1/94, consisting of five (5) sheets numbered D1 through D5 and labelled "PMARE @ MELLON BANK CENTER", a true and correct copy of which has been delivered to and approved by Landlord (excluding any demolition of areas on the 30th floor of the Building shown on such plans and specifications but not contained in the Premises on the 30th floor of the Building), and (b) shall remove and dispose of the debris resulting from such demolition ("Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease"). Landlord shall use commercially reasonable efforts to "Substantially Complete" complete the Landlord's Work not later than ________, 20________ within twenty-one (21) days from the "Substantial Completion Target Date"). For purposes date of full execution of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord Lease except with respect to the construction and/or installation removal of the stairs between the floors of the Premises and redecking of the floors, which Landlord shall complete within forty-two (42) days from the date of full execution of this Lease; provided, however, that the aforesaid periods for completion of Landlord's Work shall certify be extended one day for each day that Landlord is delayed in writing to Landlord that: (i) the performance of such work by reason of interference by Tenant's contractors or subcontractors performing work in the Premises. During the period of Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval performance of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlordcontrol the hours and locations at which Tenant's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of contractors and subcontractors may perform work within the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this leasePremises, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by but Landlord shall not be deemed in responsible for any way to constitute a condition precedent to the occurrence aspect of the Commencement Date (as work performed by Tenant's contractors and subcontractors by reason of such date is set forth control. Landlord shall leave in Paragraph 1.3 of this lease) or to the effectiveness of any Premises those salvageable materials listed on Exhibit "J" attached hereto, in reasonably good and serviceable condition, for use by Tenant in performance of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Work.

Landlord’s Work. Landlord shall construct the Core and Shell of the Center in accordance with Exhibit C attached hereto and made a part hereof. Xxxxxx acknowledges and agrees that the Core and Shell may be modified by Landlord during the planning and construction of the Center, it being understood and agreed that Landlord shall have the right to modify the plans and specifications for the Center (aincluding the Core and Shell) For purposes without Xxxxxx’s consent provided that such modifications are consistent with the character of this lease, "a first-class transit and retail center. Landlord shall Notify Tenant of any modification to the Core and Shell. Landlord shall diligently and in good faith pursue to substantial completion Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this leasehereof, Xxxxxxxx's Work the term "substantial completion" or "substantially complete" shall be deemed to be "Substantially Complete" as of mean the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation completion of Landlord's Work in the condition required by Exhibit C attached hereto and made a part hereof, but for certain minor punch list items, all of which shall certify in writing be certified as such by Xxxxxxxx's Representative. Landlord shall provide at least thirty (30) days prior Notice to Landlord that: Tenant as to the date of such substantial completion and Tenant shall have ten (i10) days after the date of substantial completion to inspect the Premises to confirm the punch list items based on a joint inspection of the Premises. The punch list items shall have no material adverse effect upon Landlord's Work has been substantially delivery of the Premises, and, in any event, shall be reasonably promptly completed in all material respects substantially in accordance with by, or on behalf of, Landlord. If Xxxxxx fails to timely inspect and Notify Landlord of any dispute as to the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate substantial completion of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction punch list items with respect to the Premises, then Tenant shall be deemed to have waived same, and substantial completion with respect to the Premises shall be on the date so designated by Landlord in Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever Notice to Tenant in as to same. In the event that Landlord shall fail for of any reason whatsoever dispute between Xxxxxxxx and Xxxxxx as to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects substantial completion of Landlord's Work which or any punch list items in connection therewith, then same shall be incomplete as resolved by Arbitration. Such Arbitration shall be the parties' sole and absolute remedy with respect to resolution of any disputes brought under this Section 3.2. The Arbitration shall be governed by all applicable expedited or fast track procedures, and a decision shall be rendered by the arbitrator within thirty (30) days after the Arbitration is complete. The parties shall be entitled to seek, and the arbitrator shall have the authority to grant or deny, emergency interim relief, including injunctive and other equitable relief. The Arbitration shall be overseen by one arbitrator who shall be jointly agreed upon by the parties. Judgment may be entered on the arbitrator's award in a court having jurisdiction, and the parties irrevocably consent to the jurisdiction of any court competent of the date subject matter and sitting in the City and County of Substantial Completion of Landlord's Work as soon as possible thereafterSan Francisco, California (including federal courts) for that purpose. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of Following the Commencement Date and Xxxxxxxx's Work . In order to accommodate certain functions of the Transit Agencies and Rail Operators and to facilitate the safety and security of the Center, Landlord reserves the right from time to time: (as a) to install, use, maintain, repair, replace, remove and relocate shafts, pipes, ducts, conduits, wires, risers and other facilities and appurtenant fixtures in the Premises, the ceiling above the Premises, the walls adjacent to the Premises, and in other parts of the Center, and (b) to alter or relocate any facility, whether located in the Premises or in other parts of the Center; provided, that same does not materially interfere with any Permitted Use hereunder. In performing such date is set forth in Paragraph 1.3 work, Landlord shall exercise reasonable efforts to minimize interference with Xxxxxx's use of this lease) the Premises. Landlord reserves the right from time to time to designate the days and hours during which any areas of the Center shall be open to the public; to close temporarily or permanently all or any portion of such areas for any purpose; to erect any gate, chain or other obstruction or to the effectiveness of close off any portion of the agreements or obligations of Tenant set forth in this lease with respect Center to the demised premises (includingpublic at any time to prevent injury to persons or property, without limitationor as may be required in connection with any Center operations, and, in connection therewith, to seal off all entrances to the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Center, or any portion thereof.

Landlord’s Work. Landlord shall, at Landlord's sole cost and expense, complete the improvements to the Expansion Premises as shown on the plans and specifications attached hereto as Exhibit B and made a part hereof (a) For purposes of this lease, the "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord ") in accordance with the terms good workmanship and conditions of this lease, as more particularly described in Exhibit ________ attached to materials and hereby made a part of this leaseall applicable building codes and regulations. Landlord shall use commercially reasonable efforts also, at its sole cost and expense (and such expense shall not be included in Operating Expenses), perform maintenance and repairs to the HVAC systems, dock equipment (doors, levelers and dock locks), and facility lighting of the Expansion Premises (the "Substantially Complete" Repair Work") to insure that all are in good working order as of the First Expansion Date for the First Expansion Premises and the Second Expansion Date for the Second Expansion Premises. Tenant acknowledges and agrees that (i) Landlord shall not be liable to Tenant for any inconveniences Tenant may experience during the performance, construction or installation of the Landlord's Work not later than ________, 20________ (and the "Substantial Completion Target Date"). For purposes Repair Work which are beyond Landlord's control or for any delays in Landlord's completion of this lease, Xxxxxxxxthe Landlord's Work shall be deemed to be "Substantially Complete" as and the Repair Work (regardless of the date length of any such delays); (ii) Landlord shall not be obligated to perform the Landlord's Work and the Repair Work at any time other than during normal business hours on which regular business days; (iii) Tenant shall ensure that neither Tenant, nor any of Tenant's agents, sublessees, employees, representatives, contractors, subcontractors, suppliers, customers and invitees, interfere with or impede the general contractor or performance and completion of the architect employed Landlord's Work and the Repair Work (regardless of whether such Landlord's Work and Repair Work is performed by Landlord with respect to the construction and/or installation or any of Landlord's Work agents, employees, contractors, or subcontractors); (iv) Landlord shall certify in writing have access to Landlord that: the Expansion Premises (iand the Existing Premises with reasonable notice during normal business hours) for the purpose of performing the Landlord's Work has been substantially completed in all material respects substantially in accordance with and the approved plans and specifications therefor, if anyRepair Work; and (iiv) a temporary or permanent certificate Tenant shall reasonably cooperate with Landlord during the performance, construction and installation of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work and the Repair Work and Tenant shall be responsible, at no cost to Landlord, for the moving of any and all furniture, trade fixtures, equipment and/or personal property that is reasonably necessary for Landlord to complete (or cause the governmental authority having jurisdiction with respect to completion of) the Landlord's Work has otherwise evidenced and the Repair Work. Notwithstanding the foregoing, Landlord and Tenant shall cooperate to schedule a mutually agreeable time for Landlord to perform the Landlord's Work and the Repair Work in order to minimize disruption to Lessee. Landlord hereby warrants and that the HY AC system serving the Expansion Premises shall be in good working condition for a period of three (3) months following the First Expansion Date. Landlord shall perform any and all maintenance, repairs and replacement of such HY AC system serving the Expansion Premises during such three (3) month period, at Landlord's sole cost and expense, and such expense shall not be included in Operating Expenses. Upon termination of the Primary Term of the Existing Premises, Landlord shall, at its approval sole cost and expense (and such expense shall not be included in Operating Expenses), remove and seal the doors included in the description of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord but shall not be deemed in required to perform any way additional demising work to constitute a condition precedent to separately demise the occurrence of Expansion Premises from the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Existing Premises. 8.

Landlord’s Work. (a) For purposes of this lease, "Landlord's Work" means, collectively, the alterations and improvements to the demised premises The work to be constructed performed as shown on the Approved Working Drawings is herein called “Landlord’s Work”, and shall be performed by MDC, as Landlord’s general contractor and construction manager, and/or installed by Landlord its agents, employees or subcontractors using existing materials or new materials of good quality (as respectively identified in the Design Intent Guidelines and the Approved Working Drawings) and structurally sound and free from any defects or deficiencies and in accordance with all applicable codes, ordinances and Laws (as that term is defined in the terms Lease), and conditions of this lease, as more particularly described in Exhibit ________ attached to a good and hereby made a part of this leaseworkmanlike manner. Landlord will indicate on the Approved Working Drawings the portions of Landlord’s Work, if any, which Tenant is to remove by expiration or termination of the Lease; and Tenant will timely comply with such requirements and repair any damage to the Demised Premises, Building, Common Areas or Land caused thereby at its own expense. Contractors will be selected by MDC on the basis of several factors, including but not limited to cost, quality of work, ability to staff the job, schedule and reputation. All materials and finishes used in Landlord’s Work shall use commercially reasonable efforts be as specified on the Design Intent Guidelines and the Approved Working Drawings, or, if unspecified, shall be Landlord’s Building standard materials and finishes, from which Tenant shall make its selection of floor covering materials and paint colors. MDC reserves the right (i) to "Substantially Complete" make substitutions of materials of equivalent grade and quality when and if any specified material shall not be readily and reasonably available, and (ii) to make changes necessitated by conditions met in the course of construction, provided that Tenant’s approval is first obtained prior to any substantial change from the Approved Working Drawings (which approval shall not be unreasonably withheld, conditioned or delayed so long the proposed changes are in general conformity with the Design Intent Guidelines and the Approved Working Drawings; and which approval shall be deemed given if not refused in writing with full proper reasons stated by Tenant within three (3) business days after Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"’s written request). For purposes All of this lease, Xxxxxxxx's Landlord’s Work shall be considered leasehold improvements (except as may otherwise be specified herein) and shall be deemed to be "Substantially Complete" as the property of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to removed from the occurrence Demised Premises without the express prior written consent of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)Landlord.

Landlord’s Work. Landlord hereby agrees, at Landlord's --------------- sole cost and expense, in a good and workmanlike manner, to perform the work described in Exhibit "D", which is attached hereto and made a part hereof, to ----------- the Premises (a) For purposes of this lease, hereinafter collectively referred to as "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease"). Landlord shall use commercially reasonable efforts to "Substantially Complete" the When Landlord's Work not later than ________is "substantially complete" (as hereinafter defined), 20________ (then Landlord shall so notify Tenant. It is acknowledged between the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxxparties that Landlord's Work shall be deemed substantially complete at such time as Landlord has substantially completed Landlord's Work, notwithstanding Landlord may not have completed any extra work requested by Tenant or that minor or insubstantial portions of the construction, decoration, mechanical adjustments or other customary "punch list" items remain to be done. Upon such notification, Tenant shall promptly (and not later than two (2) business days after the date of Landlord's said notice) inspect Landlord's Work and furnish to Landlord a written statement that, with the exception of certain specified and enumerated items (hereinafter referred to as the "Substantially Complete" as Punch List"), Landlord's Work is substantially complete. At the request of Landlord, from time to time thereafter, Tenant shall, upon completion of items previously listed on a Punch List, promptly furnish to Landlord a revised Punch List acknowledging completion of said item. Landlord hereby agrees to use reasonable efforts to complete all Punch List items within thirty (30) days of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work is substantially complete, subject to extension due to delays caused by Tenant, its agents or employees or customary "force majeure" conditions. Landlord shall certify in writing use its best efforts to Landlord that: (i) Landlordminimize interference with Tenant's Work has been substantially completed in all material respects substantially in accordance with use and occupancy of the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by Premises during the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval pendency of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date).

Landlord’s Work. (a) For purposes of this lease, The work shown on the Approved Plans shall be deemed "Landlord's Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this leaseunless otherwise noted thereon. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________shall also include any and all mechanical, 20________ (electrical, plumbing, sprinkler, or life safety system work indicated on the "Substantial Completion Target Date"). For purposes of this lease, XxxxxxxxApproved Plans or otherwise necessary for Tenant's Work shall be deemed to be "Substantially Complete" as use and occupancy of the date on Premises, together with any work which may be reasonably necessary to install additional components of or to otherwise increase the general contractor or capacity of the architect employed by Landlord Building Systems (as defined in Section 7.1 of the Lease) to accommodate Tenant's requirements with respect to the construction and/or installation Premises to extent that such requirements exceed Tenant's Share of the capacity of any Building Systems, as such capacity may be reduced by the requirements of Common Areas and other Building Systems. Following final approval of the Approved Plans and completion of the bidding process described herein, Landlord agrees to apply for a building permit and upon issuance thereof, to cause Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially be completed, installed or performed, as the case may be, in accordance with the approved plans and specifications therefortherewith, if any; and (ii) a temporary or permanent certificate of occupancy has been issued subject only to minor variations and/or variations necessitated by the governmental authority having jurisdiction unavailability of specified materials and equipment. Except as above provided, no deviation from the Approved Plans shall be made by either party except by written change order approved by the other party, which approval shall not be unreasonably withheld or delayed and will be given or denied within three (3) days of receiving a written request for approval describing the proposed change order in reasonable detail and including drawings or contract documents depicting any such changes, to the extent applicable. In the event Tenant requests or causes the need for any change orders with respect to Landlord's Work or Work, the governmental authority having jurisdiction with respect to Landlordnet cost of such change orders shall be at Tenant's Work has otherwise evidenced its approval sole cost and any delays resulting therefrom shall constitute "Tenant Delays" hereunder. In the event any change orders increase the cost of Landlord's Work, Tenant shall pay Landlord the incremental additional cost associated with any such change orders within thirty (30) days after Landlord's delivery of an invoice therefor. Within five (5) days after the execution of the Lease, Tenant shall, by written notice to Landlord, designate a single individual (who may be changed by Tenant at any time upon giving Landlord prior written notice thereof) who Tenant agrees shall be available to meet and consult with Landlord at the Premises as Tenant's representative ("Tenant's Representative") respecting the matters which are the subject of this Exhibit C and who shall have no liability whatsoever the power to legally bind Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (includingnotices from Tenant to Landlord making requests for and approving changes, without limitationgiving approval of plans or work, the commencement of the obligation or giving directions to pay Rent by Xxxxxx as of the Commencement Date).Landlord under this Exhibit C.

Landlord’s Work. 3.1 Landlord shall perform the work and improvements in and to the premises as set forth in the Workletter attached to this Lease (a) For purposes of this lease, "Landlord's ’s Work" means, collectively, the alterations and improvements to the demised premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts to "Substantially Complete" the Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"”). For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's ’s Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions on or aspects of Landlord's Work which shall be incomplete as of before sixty (60) days after the date of this Lease (subject to any Excusable Delay and any delays caused by Tenant; the “Estimated Completion Date”); provided, however, Landlord shall have no liability to Tenant and there shall be no postponement of the Commencement Date for any delay in the Substantial Completion of Landlord's ’s Work except as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere otherwise provided in this lease, Section 3.1. Tenant hereby acknowledges that Tenant may be inconvenienced and disturbed during the performance of Landlord’s Work and Tenant agrees that the construction and/or installation of Landlord's Work by Landlord shall not have no liability to Tenant, nor shall Tenant be deemed in entitled to any way to constitute a condition precedent to the occurrence diminution or abatement of the Commencement Date (as such date is set forth in Paragraph 1.3 rent or other compensation or allowance for diminution of rental value, nor shall this lease) Lease or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect hereunder be affected or reduced by reason of the performance of Landlord’s Work. Notwithstanding any provision hereof to the demised premises contrary, if Landlord’s Work is not Substantially Completed on or before the date occurring five (5) months after the date of this Lease (the “Outside Completion Date”), for any reason other than Excusable Delay or any Tenant Delay, (including, without limitationbut not limited to, Tenant’s failure to complete, and obtain all required approvals and inspections for, any work being performed by Tenant which must be so completed in order for Landlord to obtain a certificate of occupancy for the commencement Premises) Tenant shall be entitled to an abatement of one (1) day’s Base Rent for each day after the obligation to pay Rent by Xxxxxx as Outside Completion Date that Substantial Completion of the Commencement Date)Landlord’s Work is so delayed.

Landlord’s Work. In addition to Landlord’s Allowance, Landlord shall cause its contractor to perform all work necessary within the finished walls of the existing core area restrooms on the 26th floor of the Building to cause such restrooms to comply with Legal Requirements regarding handicap access and use (a) For purposes of this leaseusing Building standard plans, "Landlord's Work" meansmaterials, collectivelyequipment, the alterations and improvements finishes), to the demised premises extent such compliance work is required as of the Additional Premises Commencement Date under Legal Requirements that are applicable as of the Additional Premises Commencement Date (“Landlord’s Work”). Landlord’s Work shall be performed prior to be constructed and/or installed by Landlord in accordance with during and/or after Tenant’s completion of construction of the terms and conditions of this leaseInitial Alterations, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts elect, but Landlord shall in any event Substantially Complete Landlord’s Work prior to "Substantially Complete" the later of (i) Tenant’s completion of the Initial Alterations, (ii) one hundred twenty (120) days after the Additional Premises Commencement Date, or (iii) Tenant’s commencement of the conduct of business in the Additional Premises. Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's ’s Work shall be deemed “Substantially Completed” when it has been completed in a good and workmanlike manner, subject only to Punch List Items, and the restrooms that are the subject of Landlord’s Work may be "Substantially Complete" lawfully used for their intended purposes. “Punch List Items” mean shall mean incomplete or defective work or materials in Landlord’s Work which do not materially impair Tenant’s use of the subject restrooms for their intended purposes. Following Substantial Completion of Landlord’s Work, Landlord and Tenant shall jointly inspect Landlord’s Work and prepare a list of Punch List Items with respect thereto. Landlord shall diligently correct or complete any Punch List Items with respect to Landlord’s Work. Further, Landlord shall, at Landlord’s sole cost and expense, repair any defect in the construction of Landlord’s Work that exists as of the date on Landlord Substantially Completes Landlord’s Work and is of a nature which the general contractor or the architect employed would not normally be discoverable by Landlord with respect to the construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or permanent certificate of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for any reason whatsoever to Substantially Complete Landlord's Work on or before exercise of reasonable diligence in inspecting the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete subject restrooms as of the date Tenant commences use of Substantial Completion the subject restrooms, provided Tenant gives prompt notice of such matter to Landlord promptly upon discovery and no later than thirty (30) days after the date Tenant commences use of the subject restrooms. In no event shall Landlord be liable for any delay in completion of Landlord's ’s Work caused by Force Majeure, or any interference or by Tenant or its contractors in the performance of Landlord’s Work (including any failure by Tenant or its contractors to cooperate with the construction of Landlord’s Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere below). To the extent Landlord’s Work is performed during the period of construction of the Initial Alterations, Landlord and Tenant shall cause their respective contractors to cooperate with each other in this lease, Tenant hereby acknowledges and agrees that the coordination of the construction and/or installation of Landlord's ’s Work by Landlord shall not be deemed in any way to constitute a condition precedent to and the occurrence construction of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to Initial Alterations, and the effectiveness of any utilization of the agreements or obligations Building’s freight elevator(s), loading dock(s), and other Building systems and facilities, so as to ensure the efficient and timely progress to completion of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date)all such work.

Landlord’s Work. After having obtained the Permits, Landlord shall construct the Premises and related improvements on the Premises Site on a turnkey basis at no cost to Tenant, in accordance with the Plans and Specifications attached hereto as Exhibit "C" and in accordance with the zoning, building, environmental, health and safety codes of the governmental units in which the Premises are situated (a) For purposes of this lease, "Landlord's Work" means, collectively, "). Landlord's Work shall also include the alterations construction of the Shared Driveway and improvements the Cross Access Areas as set forth more fully in the Deed Restrictions. One-half (1/2) of all costs related to the demised premises initial construction of the Shared Driveway and a proportionate share of the cost related to that portion of the Cross Access Areas located on the Premises shall be included in the Premises Cost for purposes of this Lease and, as such, included in the determination of Fixed Monthly Rent. Landlord shall be responsible for obtaining reimbursement for any other costs for constructing the Shared Driveway and the Cross Access Areas from the adjacent landowner as .more specifically provided in the Deed Restrictions. Landlord shall complete all foundations for the principal building improvements to be constructed and/or installed by Landlord in accordance with on the terms and conditions of this lease, as more particularly described in Exhibit ________ attached to and hereby made a part of this lease. Landlord shall use commercially reasonable efforts Premises (to "Substantially CompleteCommence Construction" as defined in the Colorado Mills " Purchxxx xnd Sale Agreement) on "or before three (3) months after the recording of the Deed. Restrictions. Landlord's Work not later than ________, 20________ (the "Substantial Completion Target Date"). For purposes of this lease, Xxxxxxxx's Work shall be substantially completed, excepting Punchlist Items (as hereinafter defined), and possession of the completed Premises shall be delivered to Tenant for the commencement of Tenant's Work within the Construction Period, delays due to Force Majure. eventx xxxxpted. Tenant shall be deemed to be "Substantially Complete" as of have accepted the date on which the general contractor or the architect employed by Landlord with respect to the construction and/or installation of Premises provided Landlord's Work is substantially complete, excepting punchlist Items which Landlord shall certify be obligated to complete as set forth in writing Section 15.4, and provided further that Tenant is able to Landlord that: (i) Landlordperform Tenant's Work has been substantially completed in all material respects substantially without unreasonable interference by Landlord. Conditioned upon Tenant's providing Landlord reasonable assurance that Tenant's placement ofa satellite dish on the roof of the Premises will not void applicable roof warranties, Tenant shall have the right to install on the roof of the Premises a satellite dish in accordance with the approved plans and specifications thereforset forth on Exhibit "C". Upon expiration or earlier termination of this Lease, if any; Tenant shall remove any satellite dish and (ii) a temporary or permanent certificate related equipment installed on the roof of occupancy has been issued by the governmental authority having jurisdiction with respect to Landlord's Work or the governmental authority having jurisdiction with respect to Landlord's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall have no liability whatsoever to Tenant in the event that Landlord shall fail for Premises and repair any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or damage caused in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of Landlord's Work which shall be incomplete as of the date of Substantial Completion of Landlord's Work as soon as possible thereafter. Notwithstanding anything to the contrary set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date).