Common use of Maintenance Repairs and Alterations Clause in Contracts

Maintenance Repairs and Alterations. 6.01 Tenant's Obligations to Repair ------------------------------ Tenant shall at its sole cost and expense, maintain in clean and safe condition, and make all repairs and replacements to the Premises and every part thereof, structural and non-structural, so as to keep, maintain and preserve the Premises in first class condition and repair, including, without limitation, the roof, the foundation, the heating, ventilation and air conditioning system ("HVAC"), elevators, if any, all plumbing and sewage facilities, fire sprinklers, electrical and lighting facilities, systems, appliances, and equipment within the Premises, fixtures, interior and exterior walls, floors, ceilings, windows, doors, entrances, all interior and exterior glass (including plate glass), and skylights located within the Premises, and all sidewalks, service areas, parking areas and landscaping comprising part of the Premises. All repairs and replacements required to be made by Tenant shall be made promptly with new materials of like kind and quality to those used in the original construction of the Premises. If the repair or replacement work affects the structural parts of the Premises, or if the estimated cost of any item or repair or replacement exceeds $10,000, then Tenant shall first obtain Landlord's written approval of the scope of work, plans therefor, and materials to be used. Any such work shall be performed by Landlord's contractor or by such contractor as Tenant may choose from an approved list to be submitted by Landlord. Landlord shall have the right to make any repairs or replacements which are not promptly made by Tenant and charge Tenant, as Additional Rent, for the cost thereof together with interest thereon at the Agreed Rate from the date of payment thereof by Landlord. Without limiting any of Tenant's obligations hereunder, during the Lease Term Tenant, at its expense, shall obtain and keep in force an HVAC service contract and a roof maintenance program satisfactory to Landlord. Tenant hereby waives the benefit of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises in good condition, order and repair. Tenant specifically waives all rights it may have under Sections 1932(1), 1941 and 1942 of the California Civil Code, and any similar or successor statute or law. Notwithstanding anything to the contrary contained herein, Landlord shall exercise its rights under any guaranties or warranties relating to the original construction of the Premises if the need to make repairs arises due to a defect therein; provided, however, Landlord shall not have any liability or be required to expend any funds if such guaranties or warranties are not honored by the makers hereof.

Maintenance Repairs and Alterations. 6.01 Tenant's Obligations Landlord hereby covenants that the Premises shall be in reasonably good and usable condition as of the effective date of this Agreement. Replacements made by Landlord, if any, shall belong to Repair ------------------------------ it. Landlord shall keep access to the Premises free and clear of any and all obstructions including snow and ice. ** Portions of this agreement have been omitted and filed separately with the SEC pursuant to a confidential treatment request CONFIDENTIAL EXECUTION VERSION In the event of an emergency, Tenant shall have the right to perform any obligation of Landlord under this Agreement and recover from Landlord any reasonable amounts so expended by Tenant within thirty (30) days of the date of demand or, in the alternative, to offset amounts so expended against Rent. Landlord shall, at its sole cost and expense, maintain in clean and safe condition, and make all structural repairs and replacements to the footings, foundation and structural elements of walls and roofs of the Premises and every part thereofalso shall be responsible for maintenance, structural repairs and non-structuralreplacements, so as to keepat its sole expense, maintain and preserve the Premises in first class condition and repair, including, without limitation, the roof, the foundation, the of heating, ventilation and ventilating, air conditioning system ("HVAC"), elevators, if any, all plumbing and sewage facilities, fire sprinklers, electrical and lighting facilities, systems, appliancesplumbing systems, and equipment within the Premiseselectrical systems, fixturesprovided, interior and exterior wallshowever, floors, ceilings, windows, doors, entrances, all interior and exterior glass (including plate glass), and skylights located within the Premises, and all sidewalks, service areas, parking areas and landscaping comprising part of the Premises. All repairs and replacements required to be made by Tenant shall be made promptly with new materials of like kind and quality to those used in the original construction of the Premises. If the repair or replacement work affects the structural parts of the Premises, or if the estimated cost of any item or repair or replacement exceeds $10,000, then Tenant shall first obtain Landlord's written approval of the scope of work, plans therefor, and materials to be used. Any such work shall be performed by Landlord's contractor or by such contractor as Tenant may choose from an approved list to be submitted by Landlord. Landlord shall have the right to make any repairs or replacements which are not promptly made by Tenant and charge Tenant, as Additional Rent, for the cost thereof together with interest thereon at the Agreed Rate from the date of payment thereof by Landlord. Without limiting any of Tenant's obligations hereunder, during the Lease Term that Tenant, at its sole expense, shall obtain be responsible for maintenance, repairs and keep replacements regarding the irrigation system on the Premises as well as Tenant's occupancy costs as described above in force an HVAC service contract Section 4 of this Agreement and a roof maintenance program satisfactory shall also be responsible for maintenance, repairs or replacements necessitated by Tenant's actions. Contact information for the Landlord in case of any maintenance, repair or replacement issues is as follows: [**]1 Additions, improvements and alterations made by Tenant, whether temporary or permanent in nature, shall be subject to the prior approval of Landlord and upon completion shall belong to Tenant, provided that removal may be made without damage to the Premises at the expiration of the Agreement term. If removal of the improvements or alterations would cause damage to the Premises, said improvements and alterations shall automatically become the property of Landlord. Tenant hereby waives the benefit Tenant, at its sole expense, shall be responsible for maintenance, repairs and replacements of any statute now additions, improvements or hereafter alterations made by Tenant on, in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to the Premises. Tenant shall keep the Premises in good conditionorder, order repair and repair. Tenant specifically waives condition at all rights it may have under Sections 1932(1)times during the Agreement term, 1941 except for ordinary wear and 1942 of the California Civil Code, and any similar or successor statute or law. Notwithstanding anything to the contrary contained herein, Landlord shall exercise its rights under any guaranties or warranties relating to the original construction of the Premises if the need to make repairs arises due to a defect therein; provided, however, Landlord shall not have any liability or be required to expend any funds if such guaranties or warranties are not honored by the makers hereoftear.

Maintenance Repairs and Alterations. 6.01 Tenant's Obligations A. Except to Repair ------------------------------ the extent such obligations are imposed upon Landlord hereunder, Tenant shall shall, at its sole cost and expense, maintain the Premises (and any laboratory improvements, office improvements and all other improvements therein), in clean good order, condition and safe conditionrepair throughout the entire Lease Term, ordinary wear and make all tear excepted, including but not limited to, interior walls, finish work and floor covering; provided that Tenant shall notify Landlord of any required repairs and replacements to the Premises and every part thereof, structural Landlord shall perform the same at Tenant’s sole cost and non-structural, so as expense. Tenant shall reimburse Landlord for such repair costs within thirty (30) days after receipt of an invoice therefor. Txxxxx agrees to keep, maintain and preserve keep the areas visible from outside the Premises in first class a neat, clean and attractive condition at all times. If Tenant fails to maintain the Premises in good order, condition and repair, including, without limitation, the roof, the foundation, the heating, ventilation and air conditioning system ("HVAC"), elevators, if any, all plumbing and sewage facilities, fire sprinklers, electrical and lighting facilities, systems, appliances, and equipment within the Premises, fixtures, interior and exterior walls, floors, ceilings, windows, doors, entrances, all interior and exterior glass (including plate glass), and skylights located within the Premises, and all sidewalks, service areas, parking areas and landscaping comprising part of the Premises. All repairs and replacements Landlord shall give Tenant notice to perform such acts as are reasonably required to be made by Tenant shall be made promptly with new materials of like kind and quality to those used in the original construction of so maintain the Premises. If Tenant fails to promptly commence such work and diligently pursue it to its completion, then Landlord may, at is option, make such repairs, and Tenant shall pay the repair cost thereof to Landlord on demand as Additional Rent, together with an administration charge in an amount equal to ten percent (10%) of the cost of such repairs. Tenant shall, within thirty (30) days after Landlord’s written demand therefor, reimburse Landlord for the cost of all repairs, replacements and alterations (collectively, “Repairs”) in and to the Premises, Building and Project and the facilities and systems thereof, plus and administration charge of ten percent (10%) of such cost, the need for which Repairs arises out of (1) Tenant’s use or replacement work affects the structural parts occupancy of the Premises, (2) the installation, removal, use or if operation of Tenant’s Property (hereinafter defined) or alterations, or (3) the estimated cost act, omission, misuse or negligence of any item Tenant, its agents, contractors, employees or repair or replacement exceeds $10,000, then Tenant shall first obtain Landlord's written approval invitees. Office of the scope General Counsel Industrial Lease for Energy Research Park (ERP) 5 OGC-S-2017-04 Created 09.30.2016 UNIVERSITY of work, plans therefor, and materials to be used. Any such work shall be performed by Landlord's contractor or by such contractor as Tenant may choose from an approved list to be submitted by Landlord. Landlord shall have the right to make any repairs or replacements which are not promptly made by Tenant and charge Tenant, as Additional Rent, for the cost thereof together with interest thereon at the Agreed Rate from the date of payment thereof by Landlord. Without limiting any of Tenant's obligations hereunder, during the Lease Term Tenant, at its expense, shall obtain and keep in force an HVAC service contract and a roof maintenance program satisfactory to Landlord. Tenant hereby waives the benefit of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises in good condition, order and repair. Tenant specifically waives all rights it may have under Sections 1932(1), 1941 and 1942 of the California Civil Code, and any similar or successor statute or law. Notwithstanding anything to the contrary contained herein, Landlord shall exercise its rights under any guaranties or warranties relating to the original construction of the Premises if the need to make repairs arises due to a defect therein; provided, however, Landlord shall not have any liability or be required to expend any funds if such guaranties or warranties are not honored by the makers hereof.HOUSTON | ENERGY RESEARCH PARK Innovation Labs – Building 5

Maintenance Repairs and Alterations. 6.01 (a) Excluding repairs that occur in the Premises, but to facilities that are actually for the use of all Building Tenants, in which case shall be deemed an Operating Expense, Tenant shall, at Tenant's Obligations to Repair ------------------------------ Tenant shall at its sole cost and expense, maintain in clean and safe condition, and make all repairs and replacements to the Premises and every part thereof, structural and non-structural, so as to keep, maintain and preserve of the Premises in first class good order, condition and repair, including, including without limitation, the roof(i) all interior surfaces, the foundationceilings, the heatingwalls, ventilation door frames, window frames, floors, carpets, draperies, window coverings and air conditioning system fixtures, ("HVAC")ii) all windows, elevatorsdoors, if anylocks and closing devices, entrances, plate glass, and signs, (iii) all plumbing and sewage facilitiespipes, fixtures and fittings, (iv) all phone lines, electrical wiring, equipment, switches, outlets, and light bulbs, (v) any fire detection, fire sprinklerssprinkler or extinguisher equipment, electrical and lighting facilities, systems, appliances, and equipment within the Premises, fixtures, interior and exterior walls, floors, ceilings, windows, doors, entrances, (vi) all interior and exterior glass (including plate glass), and skylights located within the Premises, and all sidewalks, service areas, parking areas and landscaping comprising part of the Premises. All repairs and replacements required to be made by Tenant shall be made promptly with new materials of like kind and quality to those used in the original construction of the Premises. If the repair or replacement work affects the structural parts of the Premises, or if the estimated cost of any item or repair or replacement exceeds $10,000, then Tenant shall first obtain Landlord's written approval of the scope of work, plans therefor, and materials to be used. Any such work shall be performed by Landlord's contractor or by such contractor as Tenant may choose from an approved list to be submitted by Landlord. Landlord shall have the right to make any repairs or replacements which are not promptly made by Tenant and charge Tenant, as Additional Rent, for the cost thereof together with interest thereon at the Agreed Rate from the date of payment thereof by Landlord. Without limiting any of Tenant's obligations hereunderpersonal property, during improvements and alterations, and (vii) all other fixtures and special items installed by or for the Lease Term benefit of, or at the expense of Tenant. Tenant shall, at its expense, cause to be maintained in good operating condition and repair, all heating, ventilating, and air conditioning equipment installed in, or on the roof of the Premises. Tenant shall obtain and keep in force an HVAC service a preventive maintenance contract with a qualified maintenance company covering all heating, ventilating and air conditioning equipment and shall annually provide Landlord with a roof maintenance program satisfactory to Landlordcopy of this contract. Tenant hereby waives shall not enter onto the benefit roof area of the Building, except for the purpose of maintaining the heating, ventilating, and air conditioning equipment and provided that Tenant shall repair any damage to the roof area caused by its entry. Tenant shall be responsible for its own janitorial service. Landlord shall incur no expense (nor have any obligation) of any statute now kind whatsoever in connection with the maintenance of the Premises. (b) Landlord shall keep in good condition and repair the foundation, roof structure, exterior walls and other structural parts of the Building, and all other portions of the Building not the obligation of Tenant or hereafter any other tenant in effect which would otherwise afford the Building. Tenant expressly waives the right to make repairs at Landlord's expense or to terminate this Lease because of due to the Landlord's failure to keep the Building in good order, condition and repair. Landlord shall have no liability to Tenant for any damage, inconvenience, or interference with the use of the Premises by Tenant as the result of Landlord performing any such maintenance and repair work. (c) In the event Tenant fails to perform Tenant's obligations under this Paraxxxxx 0, Xxxxxxxx xxx, but shall not be required to, give Tenant notice to do such acts as are reasonably required to so maintain the Premises. If Tenant shall fail to commence such work and diligently prosecute it to completion, then Landlord shall have the right (but not the obligation) to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Any amounts so expended by Landlord will be additional rent due under this Lease, and such amounts will become due and payable on demand by Landlord. Landlord shall have no liability to Tenant for any such damages, inconvenience, or interference with the use of the Premises by Tenant as a result of performing such work. (d) Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises in good condition, order condition and repair, only ordinary wear and tear excepted. Tenant, at its sole cost and expense, agrees to repair any damages to the Premises caused by or in connection with the removal of any articles of personal property, business or trade fixtures, signs, machinery, equipment, cabinetwork, furniture, moveable partitions, or permanent improvements or additions, including without limitation thereto, repairing the floor and patching -7- 8 and painting the walls where required by Landlord, to Landlord's reasonable satisfaction. Tenant specifically waives all rights it may have under Sections 1932(1)shall indemnify Landlord against any loss or liability resulting from delay by Tenant in so surrendering the Premises, 1941 and 1942 including without limitation, any claims made by any succeeding tenant resulting from such delay. (e) Upon commencement of the California Civil CodeLease, Tenant shall not make any alterations, improvements, or additions in, on, or about the Premises without Landlord's prior written consent, said consent will not be unreasonably withheld by Landlord, except that Tenant may make alterations, improvements, or additions without Landlord's prior written consent where (i) the reasonably estimated cost does not exceed $2,500, and any similar (ii) such alterations, improvements, or successor statute additions do not affect or lawinvolve the structural integrity, roof membrane, exterior areas, building systems, or water-tight nature of the Premises, the Building or the Project. Notwithstanding anything In requesting Landlord's consent, Tenant shall, at Tenant's sole cost, submit to Landlord complete drawings and specifications describing such work and the identity of the proposed contractor at least ten (10) business days prior to the contrary contained hereincommencement of any work. With respect to any alterations, improvements or additions made to the Premises by Tenant: (1) Before commencing any work relating to alterations, additions, or improvements affecting the Premises, Tenant shall notify Landlord of the expected date of commencement thereof and of the anticipated cost thereof. Landlord shall then have the right at any time and from time to time to post and maintain on the Premises such notices as Landlord reasonably deems necessary to protect the Premises and Landlord from mechanics' liens or any other liens. (2) Tenant shall pay when due all claims for labor or materials furnished to Tenant for use in the Premises. Tenant shall not permit any mechanics' liens or any other liens to be levied against the Premises for any labor or materials furnished to Tenant in connection with work performed on the Premises by or at the direction of Tenant. Tenant shall indemnify, hold harmless and defend Landlord (by counsel reasonably satisfactory to Landlord) from any liens and encumbrances arising out of any work performed or materials furnished by, or at the direction of Tenant. In the event that Tenant shall not, within twenty (20) days following the imposition of any such lien, cause such lien to be released of record by payment or posting of a proper bond, Landlord shall exercise its rights under have, in addition to all other remedies provided herein by law, the right, but not the obligation, to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection therewith, including attorneys' fees and costs, shall be payable to Landlord by Tenant on demand with interest at the rate of ten percent (10%) per annum. (3) All alterations, improvements or additions in or about the Premises performed by or on behalf of Tenant shall be done in a first-class, workmanlike manner, shall not unreasonably lessen the value of leasehold improvements in the Premises, and shall be completed in compliance with all applicable laws, ordinances, regulations and orders of any guaranties or warranties relating to governmental authority having jurisdiction thereover, as well as the original construction requirements of insurers of the Premises and the Building. (4) Upon Landlord's request, Tenant shall remove any contractor, subcontractor or material supplier from the Premises and the Building if the need work or presence of such person or entity results in labor disputes in or about the Building or Project or damage to make repairs arises due the Premises, Building or Project. (5) Landlord, at Landlord's sole discretion, may refuse to a defect thereingrant Tenant permission for alterations, improvements or additions which require, because of application of Americans with Disabilities Act or other laws, substantial improvements or alterations to be made to the Common Areas. (6) Landlord may, up to sixty (60) days prior to the expiration of the Term, require that Tenant, at Tenant's expense, remove any such alterations, improvements or additions prior to or upon the expiration of this Lease, and restore the Premises to their condition prior to such alterations, improvements or additions. (7) Unless Landlord requires their removal, as set forth above, all alterations, improvements, or additions made to the Premises shall become the property of Landlord and remain upon and be surrendered with the Premises upon the expiration of this Lease; provided, however, Landlord that Tenant's -8- 9 machinery, equipment, and trade fixtures, other than any which may be affixed to the Premises so that they cannot be removed without material damage to the Premises, shall not have any liability or remain the property of Tenant and may be required removed by Tenant subject to expend any funds if such guaranties or warranties are not honored by the makers hereofprovisions of Paragraph 8(d) above. 9.

Maintenance Repairs and Alterations. 6.01 Tenant's Obligations As of the Effective Date, paragraph 7.1 of the Lease shall be deleted and replaced with the following: Subject to Repair ------------------------------ Tenant the obligations of Lessor as hereinafter set forth, Lessee shall at all times and at its sole cost and expense, maintain in clean and safe condition, and make all repairs and replacements to the Premises and every part thereof, structural and non-structural, so as to keep, own expense maintain and preserve repair all parts of the Premises in first class good, order, condition and repair, includingincluding all plumbing, without limitation, the roof, the foundation, the heating, ventilation and air conditioning system ("HVAC")conditioning, elevatorsventilating, if anyelectrical, all plumbing and sewage facilities, fire sprinklers, electrical and lighting facilities, systems, appliances, facilities and equipment within or serving the Premises, ; fixtures, interior and walls, interior surfaces of exterior walls, ceilings, floors, ceilings, windows, doors, entrances, plateglass and skylights; and all interior landscaping, driveways, parking lots, sidewalks, fences, signs and exterior glass (including plate glass), and skylights lighting located within the Premises, and all sidewalks, service areas, parking areas and landscaping comprising part of on the Premises. All repairs Lessee shall obtain preventive maintenance contracts for the heating, air conditioning and replacements ventilating ("HVAC") system with monthly service in accordance with manufacturer recommendations, which shall provide for and include replacement of filters, oiling and lubricating of machinery, parts replacement, adjustment of drive belts, oil changes and other preventive maintenance, including annual maintenance of duct work, interior unit drains and caulking at sheet metal, and recaulking of jacks and vents on an annual basis. Lessee shall have the benefit of all warranties available to Lessor regarding the equipment in the HVAC system. Lessor may, at Lessor's election, have the HVAC system inspected by a licensed HVAC contractor at the expiration of the term to confirm whether Lessee has maintained the HVAC system as required to be made by Tenant herein. The cost of such inspection shall be made promptly paid by Lessee within thirty (30) days after Lessor's written request therefor. Additionally, if any repairs and/or replacements to the HVAC system are recommended by the contractor, Lessee shall perform such repairs and/or replacements and shall provide Lessor with new materials evidence that such repairs and/or replacements have been completed in accordance with the contractor's recommendations. The first sentence of like kind paragraph 7.2 shall be deleted and quality to those used in replaced with the original construction following: On the last day of the Premises. If the repair or replacement work affects the structural parts of the Premisesterm hereof, or if on any sooner termination, Lessee shall surrender the estimated cost of any item Premises to Lessor in good condition and repair, ordinary wear and tear and damage by fire or repair or replacement exceeds $10,000, then Tenant shall first obtain Landlord's written approval of the scope of work, plans therefor, and materials to be usedother casualty excepted. Any such work shall be performed by Landlord's contractor or by such contractor as Tenant may choose from an approved list to be submitted by Landlord. Landlord Lessee shall have the right to make remove Lessee's trade fixtures, furnishings, equipment and other personal property from the Premises at any time prior to the expiration or sooner termination of this Lease. The following language is added to paragraph 7.3: If Lessor fails to perform any of its repair and maintenance obligations under this paragraph 7, and such failure continues for more than thirty (30) days after written notice from Lessee, Lessee shall have the right, but not the obligation, to perform such repairs and/or maintenance. If any repairs or replacements which are not promptly made by Tenant and charge Tenantrequired to the roof of the Building, as Additional RentLessee shall have the right to perform such repairs if Lessor fails to do so within ten (10) days after written notice from Lessee. In either case, Lessor shall reimburse Lessee for the cost thereof reasonable costs incurred by Lessee to complete such repairs and/or maintenance within thirty (30) days after receipt of Lessee's written demand therefor, together with copies of paid invoices evidencing the costs incurred by Lessee. If Lessor fails to reimburse Lessee for such costs within such thirty (30) day period, such amount shall accrue interest thereon at the Agreed Rate maximum rate permitted by law from the date of payment thereof expenditure by LandlordLessee until reimbursed by Lessor. Without limiting Any repairs and/or maintenance permitted herein shall be performed in a good and workmanlike manner by licensed and insured contractors. If Lessor objects to the repairs and/or maintenance performed by Lessee or the expenses incurred by Lessee in performing such work, Lessor shall deliver written notice of Lessor's objection to Lessee within thirty (30) days after Lessor's receipt of Lessee's invoice evidencing the expenses incurred by Lessee. Lessor's notice shall set forth in reasonable detail Lessor's reasons for its claim that such repairs and/or maintenance were not required or were not Lessor's obligation under the terms of this Lease, and/or the reasons for Lessor's dispute of the expenses incurred by Lessee in performing such work. If Lessor and Lessee fail to resolve any such dispute within thirty (30) days after Lessor has notified Lessee of TenantLessor's obligations hereunderobjections, during the Lease Term Tenantmatter shall be resolved by binding arbitration in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. As of the Effective Date, paragraph 7.4 shall be deleted and replaced with the following: Lessor shall at its expenseall times maintain the roof, shall obtain foundation, exterior walls of the Building (excluding interior surfaces of exterior walls), and keep in force an HVAC service contract and a roof maintenance program satisfactory to Landlord. Tenant hereby waives the benefit structural condition of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises interior loadbearing walls, in good conditionorder, order condition and repair. Tenant specifically waives all rights it may Lessor shall have under Sections 1932(1), 1941 and 1942 no obligation to maintain or repair any other portion of the California Civil Code, and any similar Building or successor statute or law. Notwithstanding anything to the contrary contained herein, Landlord shall exercise its rights under any guaranties or warranties relating to the original construction of the Premises if the need to make repairs arises due to a defect therein; provided, however, Landlord shall not have any liability or be required to expend any funds if such guaranties or warranties are not honored by the makers hereofOutside Area.

Maintenance Repairs and Alterations. 6.01 Tenant's Obligations to Repair ------------------------------ Tenant Except as otherwise expressly provided in this Lease, Lessor shall at its sole cost maintain and expense, maintain in clean and safe condition, and make rnake all repairs and replacements with respect to the building in which the Leased Premises and every part thereofare located, structural and non-structural, so as to keep, maintain and preserve the Premises in first class condition and repair, including, without limitation, including the roof, the foundationfoundations, the heating, ventilation and air conditioning system ("HVAC"), elevators, if any, all plumbing and sewage facilities, fire sprinklers, electrical and lighting facilities, systems, appliances, and equipment within the Premises, fixtures, interior and exterior walls, floors, ceilings, windows, doors, entrancesinterior structural walls, all interior and exterior glass (including plate glass), and skylights located within the Premises, structural components and all sidewalksbuilding systems, service areassuch as mechanical, parking areas electrical, HVAC and landscaping comprising part plumbing, except to the extent caused by the negligent acts or omissions of the PremisesLessee. All repairs and Repairs or replacements required to be made by Tenant shall be made promptly with new materials within a reasonable time (depending on the nature of like kind and quality to those used in the original construction of the Premises. If the repair or replacement work affects the structural parts needed) after receiving notice from Lessee or upon Lessor having actual knowledge of the Premises, or if the estimated cost of any item or need for a repair or replacement exceeds $10,000replacement. Lessee shall, then Tenant throughout the Term of this Lease, keep and maintain the Leased Premises in good, clean and presentable condition and repair and shall commit no waste with respect thereto. Upon the expiration or sooner termination of this Lease, Lessee shall surrender the Leased Premises in as good condition as existed on the Cornmencernent Date of this Lease, failing which, Lessor may restore the same to their required condition and Lessee shall pay the cost thereof upon demand. All of Lessee’s personal property, furniture, trade fixtures, shelves, bins and machinery not removed from the Leased Premises when Lessee vacates the Leased Premises on termination of this Lease shall thereupon be conclusively presumed to have been abandoned by Lessee and forthwith become Lessor’s property; provided, however, that Lessor may require lessee to remove such personal property, furniture, trade fixtures, shelves, bins and machinery or may have such property removed at Lessee’s expense. Lessee shall make no alterations, additions or physical improvements to the Leased Premises (including, but not limited to the installation of permanent or semi-permanent partitions, walls, panels, shelving, floor coverings, cabinets and similar items) without first obtain Landlord's obtaining the prior written approval consent of the scope lessor, which consent shall not be unreasonably withheld in the case of workminor alterations to the Leased Premises to accommodate Lessee’s proposed use thereof. All costs and expense of such alterations, plans additions or improvements shall be borne solely by Lessee, and, if and to the extent that a building or alteration permit is required therefor, and materials to be used. Any all such work shall be performed by Landlord's contractor or a licensed, bonded contractor, approved, in advance, by Lessor (such contractor as Tenant may choose from an approved list to be submitted by Landlordapproval not being unreasonably withheld). Landlord shall have the right to make any repairs or replacements which are not promptly Upon completion all additions, alterations and improvements made by Tenant Lessee (excepting only movable office furniture, detached bookshelves and charge Tenantsimilar equipment) shall become the property of the Lessor and shall remain upon and be surrendered with the Leased Premises upon the expiration or sooner termination of this Lease, as Additional Rent, unless otherwise agreed or directed by Lessor. Lessee agrees that it will make full and prompt payment of all sums necessary to pay for the cost of repairs, alterations, improvements, changes or other work done by Lessee to the Leased Premises and further agrees to indemnify and hold harmless Lessor from and against any and all mechanic’s, materialmen’s or laborer’s liens arising out of or from such work or the cost thereof together with interest thereon at which may be asserted, claimed or charged against the Agreed Rate from the date of payment thereof by Landlord. Without limiting any of Tenant's obligations hereunder, during the Lease Term Tenant, at its expense, shall obtain and keep in force an HVAC service contract and a roof maintenance program satisfactory to Landlord. Tenant hereby waives the benefit of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises in good condition, order and repair. Tenant specifically waives all rights it may have under Sections 1932(1), 1941 and 1942 of the California Civil Code, and any similar or successor statute or lawLeased Premises. Notwithstanding anything to the contrary contained hereinin this Lease. IT IS AGREED THAT LESSOR’S INTEREST IN THE LXXXXX PREMISES SHALL NOT BE SUBJECT TO ANY LIENS UNDER CHAPTER 713, Landlord shall exercise its rights under any guaranties or warranties relating to the original construction FLORIDA STATUTES AND NOTICE IS HEREBY GIVEN THAT LESSOR SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE LEASED PREMISES OR ANY PART THEREOF THROUGH OR UNDER LESSEE, AND THAT NO MECHANIC’S OR OTHER LIENS FOR ANY SUCH LABOR. SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE LEASED PREMISES. All persons dealing with Lessee are hereupon placed upon notice of the foregoing prohibition provision. In the event any notice or claim of lien shall be asserted of record against the interest of Lessor in the Leased Premises if on account of or in connection with any improvement or work done by or for Lessee, or any person claiming by, through or under Lessee, or for improvements or work the need cost of which is the responsibility of Lessee. Lessee agrees to make repairs arises due have such notice or claim of lien canceled and discharged of record as a claim against the interest of Lessor in the Leased Premises, either by payment and satisfaction or by removal by transfer to a defect therein; providedbond or deposit as permitted by law, howeverwithin thirty (30) days after notice to Lessee by Lessor, Landlord and in the event Lessec shall not have any liability or fail to do so Lessee shall be required to expend any funds if such guaranties or warranties are not honored by the makers hereofconsidered in default under this Lease.

Maintenance Repairs and Alterations. 6.01 Tenant's Obligations Maintenance by Landlord - Landlord shall maintain the Common Area in good condition, shall maintain the plumbing, heating, ventilating, air-conditioning, elevator, electrical and other mechanical systems of the Building in good working order. Landlord shall maintain and replace overhead lights and fixtures and provide all required bulbs within the Premises at its sole cost. Landlord shall make necessary repairs to Repair ------------------------------ the roof, structural components and the exterior of the Building, and shall repair promptly any damage to the Premises and the Building to the extent provided in Section 10 (Damage of Destruction), keep the Real Property reasonably clean, and free of snow, ice, dirt and rubbish, and provide the services herein described, all in a manner and to the same extent as are provided in other first-class, high rise office buildings located in downtown Baltimore City. Landlord shall have reasonable access to the Life Safety Fire Alarm Control Panel (“Panel”) located in the lower level parking area leased to Tenant for the servicing and monitoring of the Panel. Maintenance by Tenant - Tenant shall take good care of the Premises and fixtures and appurtenances therein and maintain them in good order, condition, and repair in a quality and class equal to the original work, ordinary and reasonable wear and tear excepted. Tenant shall at its sole cost and expense, maintain in clean and safe condition, and make all repairs and replacements to the Premises and every part thereof, structural and non-structural, so as to keep, maintain and preserve the Premises in first class condition and repair, including, without limitation, the roof, the foundation, the heating, ventilation and air conditioning system ("HVAC"), elevators, if any, all plumbing fixtures and sewage facilities, fire sprinklers, electrical and lighting facilities, systems, appliances, and equipment within the Premises, fixtures, interior and exterior walls, floors, ceilings, windows, doors, entrances, all interior and exterior glass (including plate glass), and skylights area in which such plumbing fixtures are located within the Premises, and all sidewalks, service areas, parking areas and landscaping comprising part except the restrooms located in the core of the PremisesBuilding, in good order, condition, and repair to the reasonable satisfaction of Landlord. On the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean, in as good order, condition, and repair as they are on the Commencement Date, ordinary and reasonable wear and tear and damage by casualty excepted. Without limiting the foregoing, Landlord may require that any such maintenance or repairs be performed by Landlord at Tenant’s expense. All repairs and replacements required to be made done by Tenant shall will be made promptly with new materials of done in a good and xxxxxxx like kind and quality to those used in the original construction of the Premisesfashion. If the repair or replacement work affects the structural parts of the Premises, or if the estimated cost of any item or repair or replacement exceeds $10,000, then Tenant shall first obtain Landlord's written approval of the scope of work, plans therefor, and materials to be used. Any such work shall be performed by Landlord's contractor or by such contractor as Alterations - General - Tenant may choose from an approved list time to be submitted by Landlord. Landlord shall have the right to make any repairs or replacements which are not promptly made by Tenant and charge Tenant, as Additional Rent, for the cost thereof together with interest thereon at the Agreed Rate from the date of payment thereof by Landlord. Without limiting any of Tenant's obligations hereunder, during the Lease Term Tenanttime, at its expenseown expense make changes, shall obtain and keep additions, or improvements (collectively, the “Alterations”) in force an HVAC service contract and a roof maintenance program satisfactory to Landlord. Tenant hereby waives the benefit of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises with Landlord’s prior written consent, which shall not be unreasonably withheld or delayed. Notwithstanding the above, no consent from Landlord will be required with respect to alterations in good condition, order and repair. Tenant specifically waives all rights it may have under Sections 1932(1), 1941 and 1942 or to the Premises which do not exceed $100,000.00 or are being made as presently contemplated on the second floor or to the space described in Section 21 hereof (a) unless same are of a structural nature or adversely impact the use of the California Civil Codemechanical or electrical systems and (b) provided Tenant shall comply with all applicable Laws. All alterations paid for by Tenant will be and remain Tenant’s property during the term and will, and any similar without compensation to Tenant automatically become Landlord’s property upon the expiration or successor statute or law. Notwithstanding anything to the contrary contained herein, Landlord shall exercise its rights under any guaranties or warranties relating to the original construction earlier termination of the Premises if Term, unless Tenant in its sole discretion elects to remove the need to make repairs arises due to a defect therein; providedsame, however, Landlord in which event Tenant shall not have remove the same at its sole cost and expense and repair any liability or be required to expend any funds if such guaranties or warranties are not honored by the makers hereofdamage caused thereby.

Maintenance Repairs and Alterations. 6.01 Tenant's Obligations A. Except to Repair ------------------------------ the extent such obligations are imposed upon Landlord hereunder, Tenant shall shall, at its sole cost and expense, maintain the Premises in good order, condition and repair throughout the entire Lease Term, ordinary wear and tear and loss by casualty and condemnation excepted, including but not limited to, windows, glass, plate glass doors, any special office entry, interior walls and finish work, floors and floor covering, heating and air conditioning systems, lighting, electrical systems, dock boards, truck doors, and door bumpers. Tenant agrees to keep the areas visible from outside the Premises in a neat, clean and safe conditionattractive condition at all times. Tenant shall be responsible for repair, maintenance and replacement, if necessary, of the HVAC system and equipment serving the Premises; however, provided Tenant has maintained the preventive maintenance/service contract as required below, and make further provided that Tenant is not otherwise in default under the terms of this Lease beyond applicable notice and cure periods, (i) in the event any HVAC unit serving the approximately 8,395 rentable square feet of the Premises identified as “Additional Space #3” on Exhibit A-2 attached hereto and listed on Schedule A-2-1 attached hereto requires repairs during the Lease Term and any Renewal Term, if applicable, Tenant shall not be responsible for any repair or replacement costs exceeding $2,500.00 per such unit(s) per repair, and (ii) in the event any HVAC unit serving the approximately 26,768 rentable square feet of the Premises identified as “Additional Space #4” on Exhibit A-2 attached hereto and listed on Schedule A-2-1 attached hereto requires repairs during the Lease Term and any Renewal Term, if applicable, Tenant shall not be responsible for any repair costs exceeding $1,000.00 per such unit(s) per repair or replacement. All such repairs, replacements or alterations shall be performed in accordance with Section 8.C below and the rules, policies and procedures reasonably enacted by Landlord from time to time for the performance of work in the Building. Tenant shall, at its own cost and expense, enter into a regularly scheduled preventive maintenance/service contract with a maintenance contractor or an in-house engineer for servicing all repairs heating and replacements air conditioning systems and equipment within or exclusively serving the Premises. For purposes of Tenant performing its HVAC maintenance obligations under this Section 8.A, Landlord agrees to allow Tenant access to the roof of the Building upon at least 24 hours prior notice to Landlord (which notice may be oral), except in the case of an emergency, in which event Tenant shall be allowed access to the roof concurrently with notification to Landlord by use of a key located in a lockbox. Tenant agrees that it will ensure that any Tenant employees or contractors performing services on its behalf carry the insurance required under the terms of this Lease and take precautions not to damage the roof or the Building. Tenant shall be solely liable, and will indemnify and hold Landlord harmless for its employees or contractors actions that result in any damage or injury while accessing or working on the roof of the Building. The maintenance contractor and the contract or the in-house engineer and the scope of services to be performed by such person must be approved by Landlord, which approval shall not be unreasonably withheld. The service contract must include all services suggested by the equipment manufacturer within the operation/maintenance manual and must become effective (and a copy thereof delivered to Landlord) within thirty (30) days of the date Tenant takes possession of the Premises and provide for service not less than a quarterly basis. Additionally, the service contract must provide that a copy of all service reports shall be delivered to Landlord promptly after Landlord’s request therefor. Landlord and Tenant acknowledge and agree that Tenant currently has an approved maintenance contract in place with respect to the heating and air conditioning systems and equipment within or exclusively serving the Premises and upon the execution of this Lease, Tenant will provide Landlord with a copy of such contract and the most recent quarterly inspection report. At least 14 days before the end of the Lease Term, Tenant shall deliver to Landlord a certificate from an engineer reasonably acceptable to Landlord certifying that the HVAC system is then in good repair and working order. Tenant shall, at Tenant’s sole cost and expense, provide janitorial service to the Premises and every part thereof, structural contract for trash removal and non-structural, so as pest control for the Premises. If Tenant fails to keep, maintain and preserve the Premises in first class good order, condition and repair, including, without limitation, the roof, the foundation, the heating, ventilation and air conditioning system ("HVAC"), elevators, if any, all plumbing and sewage facilities, fire sprinklers, electrical and lighting facilities, systems, appliances, and equipment within the Premises, fixtures, interior and exterior walls, floors, ceilings, windows, doors, entrances, all interior and exterior glass (including plate glass), and skylights located within the Premises, and all sidewalks, service areas, parking areas and landscaping comprising part of the Premises. All repairs and replacements Landlord shall give Tenant notice to perform such acts as are reasonably required to be made by Tenant shall be made promptly with new materials of like kind and quality to those used in the original construction of so maintain the Premises. If Tenant fails to promptly commence such work and diligently pursue it to its completion, then Landlord may, at is option, make such repairs, and Tenant shall pay the repair reasonable cost thereof to Landlord on demand as Additional Rent. Tenant shall, within thirty (30) days after Landlord’s written demand therefor, reimburse Landlord for the cost of all repairs, replacements and alterations (collectively, “Repairs”) in and to the Premises, Building and Project and the facilities and systems thereof; plus and administration charge of ten percent of such cost, the need for which Repairs arises out of (1) Tenant’s use or replacement work affects the structural parts occupancy of the Premises, (2) the installation, removal, use or if operation of Tenant’s Property (hereinafter defined) or Alterations (hereinafter defined), or (3) the estimated cost act, omission, misuse or negligence of any item or repair or replacement exceeds $10,000, then Tenant shall first obtain Landlord's written approval of the scope of work, plans therefor, and materials to be used. Any such work shall be performed by Landlord's contractor or by such contractor as Tenant may choose from an approved list to be submitted by Landlord. Landlord shall have the right to make any repairs or replacements which are not promptly made by Tenant and charge Tenant, as Additional Rentits agents, for the cost thereof together with interest thereon at the Agreed Rate from the date of payment thereof by Landlord. Without limiting any of Tenant's obligations hereundercontractors, during the Lease Term Tenant, at its expense, shall obtain and keep in force an HVAC service contract and a roof maintenance program satisfactory to Landlord. Tenant hereby waives the benefit of any statute now employees or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises in good condition, order and repair. Tenant specifically waives all rights it may have under Sections 1932(1), 1941 and 1942 of the California Civil Code, and any similar or successor statute or law. Notwithstanding anything to the contrary contained herein, Landlord shall exercise its rights under any guaranties or warranties relating to the original construction of the Premises if the need to make repairs arises due to a defect therein; provided, however, Landlord shall not have any liability or be required to expend any funds if such guaranties or warranties are not honored by the makers hereofinvitees.

Maintenance Repairs and Alterations. 6.01 A. Landlord shall reasonably maintain the foundations, exterior walls, masonry, structural floors and roof, the heating, ventilating and air conditioning systems serving the common areas of the Building, and elevators of the Building insofar as such elements affect the Premises, and the exterior walkways, sidewalks, and driveways; but in no event shall Landlord be obligated to repair interior glass, windows or doors of the Premises (which responsibility shall be Tenant's Obligations ’s). Except to Repair ------------------------------ the extent such obligations are imposed upon Landlord hereunder, Tenant shall shall, at its sole cost and expense, maintain in clean and safe condition, and make all repairs and replacements to the Premises and every part thereof, structural and non-structural, so as to keep, maintain and preserve the Premises in first class condition and repair, (including, without limitation, the roof, the foundation, the heating, ventilation and air conditioning system ("HVAC"), elevators, if any, all plumbing and sewage any supplemental electrical or HVAC systems serving Tenant's computer facilities, fire sprinklersaudio/visual, electrical and lighting facilitiescomputer, data or telecommunications systems, special security systems, interior bathrooms, kitchens and kitchen appliances) in good order, condition and equipment repair throughout the entire Lease Term, ordinary wear and tear excepted. Tenant agrees to keep the areas visible from outside the Premises in a neat, clean and attractive condition at all times. Tenant shall, within thirty (30) days after Landlord's written demand therefor, reimburse Landlord for the cost of all repairs, replacements and alterations (collectively, “Repairs”) in and to the Premises, fixturesBuilding and Property and the facilities and systems thereof, interior and exterior wallsplus an administrative charge of ten percent (10%) of such cost, floors, ceilings, windows, doors, entrances, all interior and exterior glass the need for which Repairs arises out of (including plate glass), and skylights located within the Premises, and all sidewalks, service areas, parking areas and landscaping comprising part of the Premises. All repairs and replacements required to be made by Tenant shall be made promptly with new materials of like kind and quality to those used in the original construction of the Premises. If the repair 1) Tenant's use or replacement work affects the structural parts occupancy of the Premises, (2) the installation, removal, use or if operation of Tenant's Property or Required Removables, (3) the estimated cost moving of Tenant's Property and Required Removables into or out of the Building, (4) any item Alterations (hereinafter defined) or repair other work performed by Landlord pursuant to the Work Letter (subject to any construction allowance), or replacement exceeds $10,000(5) the act, then omission, misuse or negligence of Tenant or any Tenant Parties. B. Tenant shall not make or allow to be made any alterations, additions or improvements to the Premises (collectively, “Alterations”), without first obtain obtaining the written consent of Landlord. Prior to commencing any Alterations and as a condition to obtaining Landlord's written approval consent, Tenant shall deliver to Landlord plans and specifications acceptable to Landlord; names and addresses of contractors reasonably acceptable to Landlord; copies of contracts; necessary permits and approvals; evidence of contractor's and subcontractor's insurance in accordance with Section 13 hereof; and a payment bond or other security, all in form and amount satisfactory to Landlord. Tenant shall be responsible for insuring that all such persons procure and maintain insurance coverage against such risks, in such amounts and with such companies as Landlord may reasonably require. All Alterations shall be constructed in a good and workmanlike manner using Building standard materials or other new materials of equal or greater quality. Landlord, to the extent reasonably necessary to avoid any disruption to the tenants and occupants of the scope of workBuilding, plans therefor, and materials to be used. Any such work shall be performed by Landlord's contractor or by such contractor as Tenant may choose from an approved list to be submitted by Landlord. Landlord shall have the right to make designate the time when any repairs or replacements which are not promptly made by Tenant Alterations may be performed and charge Tenantto otherwise designate reasonable rules, as Additional Rent, regulations and procedures for the cost thereof together with interest thereon at performance of work in the Agreed Rate from the date of payment thereof by LandlordBuilding. Without limiting any of Tenant's obligations hereunder, during the Lease Term Tenant, at its expense, shall obtain and keep in force an HVAC service contract and a roof maintenance program satisfactory to Landlord. Tenant hereby waives the benefit of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises in good condition, order and repair. Tenant specifically waives all rights it may have under Sections 1932(1), 1941 and 1942 Upon completion of the California Civil CodeAlterations, Tenant shall deliver to Landlord “as-built” plans, contractor's affidavits and any similar or successor statute or law. Notwithstanding anything to the contrary contained herein, Landlord shall exercise its rights under any guaranties or warranties relating to the original construction full and final waivers of the Premises if the need to make repairs arises due to a defect therein; provided, however, Landlord shall not have any liability or be required to expend any funds if such guaranties or warranties are not honored by the makers hereof.lien and receipted bills covering all

Maintenance Repairs and Alterations. 6.01 Tenant's Obligations A. Except to Repair ------------------------------ the extent such obligations are imposed upon Landlord hereunder, Tenant shall shall, at its sole cost and expense, maintain the Premises in good order, condition and repair throughout the entire Lease Term, ordinary wear and tear and casualty excepted, including but not limited to, windows (except as otherwise expressly provided in Section 8B below), glass, plate glass doors, any special office entry, interior walls and finish work, floors and floor covering, heating and air conditioning systems, lighting, electrical systems in the Premises from the main suite panel, dock boards, truck doors, and door bumpers. Tenant agrees to keep the areas visible from outside the Premises in a neat, clean and safe conditionattractive condition at all times. Except as otherwise expressly provided below, Tenant shall be responsible for repair, maintenance and replacement, if necessary, of the HVAC system and equipment serving the Premises. All such repairs, replacements or alterations shall be performed in accordance with Section 8C below and the rules, policies and procedures reasonably enacted by Landlord from time to time for the performance of work in the Building. Landlord and Tenant acknowledge that prior to the Commencement Date Landlord, at its sole cost and expense, will replace one of the four (4) existing rooftop HVAC units serving the Premises (the remaining three (3) existing rooftop HVAC units currently serving the Premises are referred to herein as the "3 Existing HVAC Units"). Notwithstanding the foregoing, provided that Tenant maintains the required maintenance service contract for the HVAC units serving the Premises as required herein, and make except for any repairs or replacements necessitated by any negligent action or inaction of Tenant or its agents, employees, invitees, licensees, or visitors, in the event any of the 3 Existing HVAC Units require repairs (or replacement) exceeding $1,500.00 per unit per year, excluding the cost of the annual maintenance contract, Landlord shall, at its reasonable discretion, elect to repair or replace such unit(s), and Tenant's responsibility for such repair or replacement cost shall be limited to that portion of the amortized cost thereof (amortized over a fifteen (15) year period at an interest rate of ten percent (10%) per annum) that is allocable to the Lease Term, including any renewal term, if applicable, and such amortized cost shall be paid by Tenant in equal monthly installments on a monthly basis (including during any renewal term) as Additional Rent. If Tenant fails to maintain the required maintenance service contract in effect at any time during the Lease Term, Landlord's obligation to pay for any repair or replacement of any of the 3 Existing HVAC Units shall terminate and be of no force or effect. Tenant shall, at its own costs and expense, enter into a regularly scheduled preventive maintenance/service contract with a maintenance contractor for servicing all repairs hot water, heating and replacements air conditioning systems and equipment within or exclusively serving the Premises. The maintenance contractor and the contract must be approved by Landlord, which approval shall not be unreasonably withheld. The service contract must include all services suggested by the equipment manufacturer within the operation/maintenance manual and must become effective (and a copy thereof delivered to Landlord) within thirty (30) days of the date Tenant takes possession of the Premises and provide for service on not less than a quarterly basis. Additionally, the service contract must provide that a copy of all service reports shall be delivered to Landlord promptly after Landlord's request therefor. At least 14 days before the end of the Lease Term, Tenant shall deliver to Landlord a certificate from an engineer reasonably acceptable to Landlord certifying that the hot water equipment and the HVAC system are then in good repair and working order for their intended use and age of the units and systems. Tenant shall, at Tenant's sole cost and expense, provide janitorial service to the Premises and every part thereof, structural contract for trash removal and non-structural, so as pest control for the Premises. If Tenant fails to keep, maintain and preserve the Premises in first class good order, condition and repair, including, without limitation, the roof, the foundation, the heating, ventilation and air conditioning system ("HVAC"), elevators, if any, all plumbing and sewage facilities, fire sprinklers, electrical and lighting facilities, systems, appliances, and equipment within the Premises, fixtures, interior and exterior walls, floors, ceilings, windows, doors, entrances, all interior and exterior glass (including plate glass), and skylights located within the Premises, and all sidewalks, service areas, parking areas and landscaping comprising part of the Premises. All repairs and replacements Landlord shall give Tenant notice to perform such acts as are reasonably required to be made by Tenant shall be made promptly with new materials of like kind and quality to those used in the original construction of so maintain the Premises. If Tenant fails to promptly commence such work and diligently pursue it to its completion within thirty (30) days after written notice from Landlord (or as soon as is reasonably possible in the repair event of an emergency), then Landlord may, at is option, make such repairs, and Tenant shall pay the cost thereof to Landlord on demand as Additional Rent, together with an administration charge in an amount equal to ten percent (10%) of the cost of such repairs. Tenant shall, within thirty (30) days after Landlord's written demand therefor, reimburse Landlord for the cost of all repairs, replacements and alterations (collectively, "Repairs") in and to the Premises, Building and Project and the facilities and systems thereof, plus and administration charge of ten percent of such cost, the need for which Repairs arises out of (1) Tenant's use or replacement work affects the structural parts occupancy of the Premises, (2) the installation, removal, use or if the estimated cost of any item or repair or replacement exceeds $10,000, then Tenant shall first obtain Landlord's written approval of the scope of work, plans therefor, and materials to be used. Any such work shall be performed by Landlord's contractor or by such contractor as Tenant may choose from an approved list to be submitted by Landlord. Landlord shall have the right to make any repairs or replacements which are not promptly made by Tenant and charge Tenant, as Additional Rent, for the cost thereof together with interest thereon at the Agreed Rate from the date of payment thereof by Landlord. Without limiting any operation of Tenant's obligations hereunderProperty (hereinafter defined) or Alterations (hereinafter defined), during or (3) the Lease Term act, omission, misuse or negligence of Tenant, at its expenseagents, shall obtain and keep in force an HVAC service contract and a roof maintenance program satisfactory to Landlord. Tenant hereby waives the benefit of any statute now contractors, employees or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises in good condition, order and repair. Tenant specifically waives all rights it may have under Sections 1932(1), 1941 and 1942 of the California Civil Code, and any similar or successor statute or law. Notwithstanding anything to the contrary contained herein, Landlord shall exercise its rights under any guaranties or warranties relating to the original construction of the Premises if the need to make repairs arises due to a defect therein; provided, however, Landlord shall not have any liability or be required to expend any funds if such guaranties or warranties are not honored by the makers hereofinvitees.

Maintenance Repairs and Alterations. 6.01 Tenant's Obligations /Buyer agrees that the Premises are in good working order and repair as of the date of this Agreement. Tenant/Buyer expressly acknowledges that possession of the Premises is taken in its present “as is” condition, with all faults, including, but not limited to Repair ------------------------------ Tenant lead-based paint and lead-based paint hazards and damage from termites or any other wood-destroying organism. Tenant/Buyer agrees that they have had adequate opportunity to inspect the condition of the property and Landlord/Seller makes no warranties or representations about the condition of the property, the improvements, utilities, electrical, plumbing, appliances or the neighborhood. At the time the Tenant/Buyer assumes possession of the Premises, the Tenant/Buyer shall at its sole cost and expense, all times maintain in clean and safe condition, and make all repairs and replacements to the Premises and every part thereof, structural and non-structural, so as to keep, maintain and preserve the Premises in first class a clean and sanitary manner, and upon termination of this agreement shall surrender the Premises in the same condition in which it was received, absent normal wear and repairtear. Tenant/Buyer shall not make, nor allow to be made any material alterations to the Property without Landlord/Seller’s written consent. Notwithstanding the foregoing, Tenant/Buyer shall be responsible for the everyday maintenance and upkeep of the Property, and shall be solely responsible for any and all repairs to the Property; provided, that Landlord/Seller shall be responsible for any single repair in excess of $500. Tenant/Buyer agrees to pay up to this amount directly to any repair person or supplier at the time of repair or purchase. As the future purchasers of the Property, Tenant/Buyer(s) further waive any and all rights they may have under repair provisions under applicable MO STATE LAW law regarding the landlord being responsible for all repairs. Any repairs done by Tenant/Buyer shall be reported to Landlord/Seller in writing prior to any work being done. Its is also further agreed that all alterations or repairs performed or completed including, without limitation, any items affixed to the roof, the foundation, the heating, ventilation and air conditioning system ("HVAC"), elevators, if any, all plumbing and sewage facilities, fire sprinklers, electrical and lighting facilities, systems, appliances, and equipment within the Premises, fixtures, interior and exterior walls, floors, ceilings, windows, doors, entrances, all interior and exterior glass (including plate glass), and skylights located within the Premises, and all sidewalks, service areas, parking areas and landscaping comprising part of the Premises. All repairs and replacements required to be made by Tenant shall be made promptly with new materials of like kind and quality to those used in the original construction of the Premises. If the repair or replacement work affects the structural parts of the Premises, or if the estimated cost of any item or repair or replacement exceeds $10,000, then Tenant shall first obtain Landlord's written approval of the scope of work, plans therefor, and materials to be used. Any such work shall be performed by Landlord's contractor or by such contractor as Tenant may choose from an approved list to be submitted by Landlord. Landlord shall have the right to make any repairs or replacements which are not promptly made by Tenant and charge Tenant, as Additional Rent, for the cost thereof together with interest thereon at the Agreed Rate from the date of payment thereof by Landlord. Without limiting any of Tenant's obligations hereunder, during the Lease Term Tenant, at its expenseproperty, shall obtain and keep in force an HVAC service contract and a roof maintenance program satisfactory to Landlord. Tenant hereby waives become the benefit of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because property of Landlord's failure to keep the Premises in good condition, order and repair. Tenant specifically waives all rights it may have under Sections 1932(1), 1941 and 1942 /Seller upon termination of the California Civil Code, and any similar or successor statute or law. Notwithstanding anything to the contrary contained herein, Landlord shall exercise its rights under any guaranties or warranties relating to the original construction of the Premises if the need to make repairs arises due to a defect therein; provided, however, Landlord shall not have any liability or be required to expend any funds if such guaranties or warranties are not honored by the makers hereofthis agreement.

Maintenance Repairs and Alterations. 6.01 Tenant's Obligations to Repair ------------------------------ Tenant Except as otherwise expressly provided in this Lease, Lessor shall at its sole cost and expense, maintain in clean and safe condition, and make all repairs and replacements with respect to the building in which the Leased Premises and every part thereofare located, structural and non-structuralincluding the food, so as to keep, maintain and preserve the Premises in first class condition and repair, including, without limitation, the roof, the foundation, the heating, ventilation and air conditioning system ("HVAC"), elevators, if any, all plumbing and sewage facilities, fire sprinklers, electrical and lighting facilities, systems, appliances, and equipment within the Premises, fixtures, interior and exterior walls, floors, ceilings, windows, doors, entrancesinterior structural walls, all interior and exterior glass (including plate glass), and skylights located within the Premisesstructural components, and all sidewalksbuilding systems, service areassuch as mechanical, parking areas electrical, HVAC, and landscaping comprising part plumbing, except in the extent caused by the negligent acts or omissions of the PremisesLessee. All repairs and Repairs or replacements required to be made by Tenant shall be made promptly with new materials within a reasonable time (depending on the nature of like kind and quality to those used in the original construction of the Premises. If the repair or replacement work affects the structural parts needed) after receiving notice from Lessee or upon Lessor having actual knowledge of the Premisesneed for a repair or replacement. Lessee shall, throughout the Term of the Lease, keep and maintain the Leased Premises in good, clean, presentable condition and repair and shall commit no waste with respect thereto. Upon the expiration or sooner termination of this Lease, Lessee shall surrender the Leased Premises in as good condition and Lessee shall pay the cost thereof upon demand. All of Lessee’s personal property, furniture, trade fixtures, shelves, bins and machinery not removed from the Leased Premises when Lessee vacates the Leased Premises on termination of this Lease shall thereupon he conclusively presumed to have been abandoned by Lessee and forthwith become Lessor’s property; provided, however, that Lessor may require lessee to remove such personal property, furniture, trade fixtures, shelves, bins and machinery or may have such property removed at Lessee’s expense. Lessee shall make no alterations, additional, or if physical improvements to the estimated cost Leased Premises (including, but not limited to the installation of any item permanent or repair or replacement exceeds $10,000semi-permanent partitions, then Tenant shall walls, panels, shelving, floor covering, cabinets, and similar items) without first obtain Landlord's obtaining the prior written approval consent of the scope Lessor, which consent shall not be unreasonably withheld in the case of workminor alterations to the Leased Premises to accommodate Lessee’s proposed use thereof. All costs and expense of such alternations, plans additions, or improvements shall be borne solely by Lessee, and if and to the extent that a building or alteration permit is required therefor, and materials to be used. Any all such work shall be performed by Landlord's contractor or a licensed, bonded contractor, approved, in advance, by Lessor (such contractor as Tenant may choose from an approved list to be submitted by Landlordapproval not being unreasonable withheld). Landlord shall have the right to make any repairs or replacements which are not promptly Upon completion, all additions, alterations, and improvements made by Tenant Lessee (excepting only movable office furniture, detached bookshelves and charge Tenantsimilar equipment) shall become the property of the Lessor and shall remain upon and be surrendered with the Leased Premises upon the expiration or sooner termination of this Lease, as Additional Rent, unless otherwise agreed or directed by Lessor. Lessee agrees that it will make full and prompt payment of all sums necessary to pay for the cost thereof together with interest thereon at of repairs, alterations, improvements, changes or other work done by lessee to the Agreed Rate Leased Premises and further agrees to indemnify and hold harmless Lessor from and against any and all mechanic’s material or laborer’s liens arising out of or from such work or the date of payment thereof by Landlord. Without limiting any of Tenant's obligations hereundercost therefore which may be asserted, during claimed or charged against the Lease Term Tenant, at its expense, shall obtain and keep in force an HVAC service contract and a roof maintenance program satisfactory to Landlord. Tenant hereby waives the benefit of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises in good condition, order and repair. Tenant specifically waives all rights it may have under Sections 1932(1), 1941 and 1942 of the California Civil Code, and any similar or successor statute or lawLeased Premises. Notwithstanding anything to the contrary contained hereinin this Lease. IT IS AGREED THAT LESSOR’S INTEREST IN THE LEASED PREMISES SHALL NOT BE SUBJECT TO ANY LIENS UNDER CHAPTER 713, Landlord shall exercise its rights under any guaranties or warranties relating to the original construction FLORIDA STATUTES AND NOTICE IS HEREBY GIVEN THAT LESSOR SHALL NOT BE LIABLE FOR ANY LABOR SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE LEASED PREMISES OR ANY PART THEREOF THROUGH OR UNDER LESSEE, AND THAT NO MECHANIC’S OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFCT THE INTEREST OF LESSOR IN AND TO THE LEASED PREMISES. All persons dealing with Lessee are hereupon placed upon notice of the Premises if the need to make repairs arises due to a defect therein; provided, however, Landlord shall not have any liability or be required to expend any funds if such guaranties or warranties are not honored by the makers hereofforegoing prohibition provision.