Common use of Substantial Completion Clause in Contracts

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection of the Premises and agree on those items, if any, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USE

Substantial Completion. Punch-List. The Tenant Improvements shall be deemed to be "substantially completed" when Lessor: (a) is able to provide Lessee reasonable access to the Premises; (b) has substantially completed the Tenant Improvements in accordance with the Plans, other than decoration and minor "punch-list" type items and adjustments which do not materially interfere with Lessee's access to or use of the Premises; and (c) has obtained a temporary certificate of occupancy or other required equivalent approval from the local governmental authority permitting occupancy of the Premises; provided, however, that if substantial completion of the Tenant Improvements is delayed as a result of any Tenant Delays described in Section 4 below then, notwithstanding anything in the Lease or this Addendum to the contrary and subject to the Abatement Period, Lessee's rental obligations and the time period for calculating the term of the Lease shall commence as of the date the Tenant Improvements would have been substantially completed but for such Tenant Delays, and provided further that if substantial completion of the Tenant Improvements is delayed as a result of any Force Majeure Delays described in Section 5 below, then the substantial completion of the Tenant Improvements shall be subject to extension for such Force Majeure Delays. Within three five (35) business days after Landlord notifies Tenant that the Tenant Improvements are “substantially completed”such substantial completion, Landlord and Tenant (or their respective designated representatives) Lessee shall conduct a walk-through inspection of the Premises with Lessor and agree on provide to Lessor a written punch-list specifying those itemsdecoration and other punch-list items which require completion, if anywhich items Lessor shall thereafter diligently complete; provided, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlisthowever, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements that Lessee shall be deemed to be “substantially completed” responsible, at Lessee's sole cost and expense, for the purposes remediation of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and any items on the Punchlist, and (b) any longpunch-lead time items requested list caused by TenantLessee's acts or omissions. Landlord The term "substantial completion" shall complete all Punchlist items within thirty (30) days after have the date of substantial completion of same meaning as the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEterm "substantially completed."

Substantial Completion. Within three For purposes of this Lease (3) business days after Landlord notifies Tenant that including all provisions of this Work Agreement), the Premises (or any particular floor thereof), and the Tenant Improvements are “Work therein, shall conclusively be deemed to be "substantially completed”complete" as soon as (i) the Tenant Work (specifically excluding any of Tenant's telephone equipment, special office equipment, computer equipment, audio/visual equipment, cabling and wiring, supplemental HVAC equipment, systems furniture, other furniture and personal property, Tenant Special Equipment and any items to be installed or constructed by Tenant or Tenant's contractor or vendor) to be installed in the Premises (or such particular floor thereof) by Landlord pursuant to this Work Agreement has been constructed in accordance with the Tenant Plans approved by Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection any change orders approved by Landlord, as certified by Landlord's construction manager, subject to Landlord's completion of any punch list items of work which do not materially interfere with Tenant's permitted and intended use of the Premises (or such particular floor thereof), (ii) the Building's parking area is available for Tenant's use in accordance with the Lease, (iii) reasonable access to the Premises (or such particular floor thereof) is available for Tenant, (iv) the base Building systems necessary to provide the services required hereunder to be provided by Landlord to the Premises (or such particular floor thereof) are functional and agree on those (v) a temporary or permanent certificate of occupancy has been obtained for the Premises (or such particular floor thereof); provided, however that no such certificate of occupancy shall be required for the Premises (or such particular floor thereof) to be substantially complete if Landlord is unable to obtain such certificate of occupancy as a result of any act or omission of Tenant or Tenant's contractors or vendors, including without limitation, as a result of any systems furniture, Tenant Special Equipment or any work to be installed or constructed by Tenant or Tenant's contractors or vendors not being complete at the time that the Premises would otherwise be substantially complete. Tenant shall cooperate with Landlord in connection with Landlord obtaining certificate(s) of occupancy for the Premises. Notwithstanding the above, (a) the Premises (or such particular floor thereof) shall be considered substantially complete even though there remain to be completed in the Premises punch list items, if anyincluding but not limited to minor or insubstantial details of construction, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlistdecoration or mechanical adjustment, the correction and lack of completion of which will not materially interfere with Tenant’s 's permitted and intended use and occupancy of the PremisesPremises (or such particular floor thereof). The In addition, notwithstanding the foregoing, upon the occupancy by Tenant Improvements of any portion of any floor of the Premises for the purpose of conducting business therein (as opposed to preparing the Premises for Tenant's use) such floor shall be deemed to be “substantially completed” for complete, whether or not any of the purposes of this First Amendment other conditions to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEhave then occurred.

Substantial Completion. Within three The terms “substantial completion,” “Substantial Completion,” “Substantially Complete,” “Substantially complete” and words of similar import (3whether or not spelled with initial capitals) business days after Landlord notifies Tenant that as used in the Amendment shall mean the date of substantial completion of the Expansion Space Tenant Improvements are “substantially completed”, Landlord pursuant to the Working Plans (as amended by any Change Orders) such that Tenant may commence the installation of any of Tenant’s equipment and Tenant occupy the Expansion Space for the conduct of its business (or their respective designated representatives) shall conduct a walk-through inspection subject to the completion of the Premises and agree on those items, if any, any additional construction to be included on a punchlist (the “Punchlist”performed by Tenant). Punchlist items The Expansion Space Tenant Improvements shall only be those items deemed substantially complete notwithstanding the fact that minor details of a type customarily found on an architectural punchlistconstruction, the correction and completion of mechanical adjustments or decorations which will do not materially interfere with Tenant’s use and occupancy enjoyment of the PremisesExpansion Space remain to be performed (items normally referred to as “punch list” items). The Certification by the Architect as to the substantial completion of the Expansion Space Tenant Improvements shall be conclusive and binding upon Landlord and Tenant. By taking occupancy of the Expansion Space, Tenant shall be deemed to be “substantially completed” for have accepted the purposes of this First Amendment to Lease at such time as the Expansion Space Tenant Improvements have been completedas substantially complete, except for (a) mechanical adjustments any latent defects in the Expansion Space Tenant Improvements and except that Tenant shall, within five business days after entering into possession of the Expansion Space, provide Landlord with a list of incomplete and/or corrective items on present in the Punchlist, Expansion Space Tenant Improvements and (b) any long-lead time items requested subject to reasonable discovery by Tenant. Tenant shall give written notice to Landlord shall complete all Punchlist items of discovery of any latent defects in the construction of the Expansion Space Tenant Improvements within thirty (30) five business days after of discovery of any such defect and in no event later than one year following the date of substantial completion of the Expansion Space Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Landlord shall diligently complete, as soon as reasonably possible, all punch list items and adjustments that are not completed upon substantial completion of the Expansion Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXTenant Improvements. Landlord shall diligently complete, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxas soon as reasonably possible following Tenant’s notice thereof, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEthe repair of any latent defects in the Expansion Space Tenant Improvements if Tenant gives notice of such defects to Landlord within one year following the date of substantial completion of the Expansion Space Tenant Improvements. The Expansion Space Commencement Date shall not be delayed because of the existence of uncorrected punch list items.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that shall cause the Tenant Improvements are Work to be “substantially completed”” on or before (i) the 3rd Floor North Scheduled Completion Date, and (ii) the 3rd Floor South Scheduled Completion Date, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work or any other matter beyond the control of Landlord and Tenant (or their respective designated representativesbeyond the control of Landlord’s contractors or subcontractors performing the Work) shall conduct a walk-through inspection and also subject to “Tenant Delays” (as defined and described in Paragraph 6 of the Premises and agree on those items, if any, to be included on a punchlist (the “Punchlist”this Work Letter). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements Work shall be deemed to be “substantially completed” for all purposes under this Work Letter and the purposes Lease if and when Landlord’s architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for “punchlist” items listed in such architect’s certificate) and reasonably approved by Tenant in substantial compliance with the Working Drawings and Landlord has obtained a certificate of this First Amendment occupancy or “signed off” job cards with respect to the respective portion of the Work. If the applicable portion of the Work is not deemed to be substantially completed on or before the scheduled date of the 3rd Floor North Commencement Date or the Third Floor South Scheduled Completion Date(a) Landlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease at such time as the Tenant Improvements have been completedshall remain in full force and effect, except as otherwise provide in the Lease, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Work Letter as a result thereof and except as and to the extent expressly provided in the Lease, Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for (a) mechanical adjustments and items on the Punchlistdamages, abatement of Rent or otherwise), and (bd) any long-lead time items requested by Tenantexcept to the extent of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the 3rd Floor North Commencement Date of the Lease Term as specified in Section 1.5 of the Lease shall be extended to the date on which the Work is deemed to be substantially completed. Landlord shall agrees to use reasonable diligence to complete all Punchlist items within thirty (30) days punchlist work listed in the aforesaid architect’s certificate promptly after the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEcompletion.

Substantial Completion. Within three (3) business days after Landlord notifies For purposes of the Third Amendment and this Tenant that Work Letter: "Substantial Completion of the Expansion Space Tenant Improvements" shall occur upon the completion of construction of the Expansion Space Tenant Improvements are “substantially completed”pursuant to the Challenger Approved Working drawings which relate specifically to the Expansion Space Tenant Improvements, Landlord with the exception of (A) any punch list items (i.e., minor defects or conditions in the Expansion Space Tenant Improvements that do not materially and Tenant (or their respective designated representatives) shall conduct a walk-through inspection adversely interfere with Tenant's use and occupancy of the Premises Expansion Space for the permitted use set forth in the Lease, (which punchlist items shall be completed by Landlord as provided in Section 3.3 below); and agree on those items(B) any tenant fixtures, if anywork-stations, built-in furniture, or equipment to be included on a punchlist installed by Tenant or under the supervision of Contractorin the Expansion Space and (ii) “Substantial Completion of the “Punchlist”). Punchlist items Challenger Building” shall only be those items of a type customarily found on an architectural punchlist, the correction and occur upon completion of which will construction of the entire Challenger Tenant Improvements pursuant to the Challenger Approved Working Drawings, with the exception of (1) any punch list items (i.e., minor defects or conditions in the Challenger Tenant Improvements that do not materially and adversely interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements Challenger Building for the permitted use set forth in the Lease (which punchlist items shall be deemed completed by Landlord as provided in Section 3.3 below), (2) any tenant fixtures, work-stations, built-in furniture, or equipment to be “substantially completed” for installed by Tenant or under the purposes supervision of this First Amendment to Lease at such time as Contractor in the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, Challenger Building and (b3) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion fire suppression system to be installed in the Challenger Building as part of the Challenger Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USE.

Substantial Completion. Within three The work shall be deemed substantially completed (3“Substantial Completion”) business days after Landlord notifies Tenant for the purposes of this Paragraph 5, notwithstanding the fact that minor or insubstantial details of construction, mechanical adjustment or decoration remain to be performed, when (i) the Tenant Improvements have been substantially completed in accordance with the Final Drawings and all mechanical systems installed by Landlord therein are “substantially completed”in good working condition, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection of the Premises and agree on those items, if any, subject only to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of minor punch list items which will do not materially interfere with Tenant’s use of the Premises as contemplated and permitted under the Lease, and (ii) a Certificate of Occupancy for the Premises has, to the extent required for Tenant’s occupancy of the Premises, been issued by the City of Frisco, Texas, and obtained by Landlord. The Tenant Delays. Tenant will be responsible for any delay in completion of Landlord’s work and construction of the Tenant Improvements resulting from: any request by Tenant that Landlord delay the completion of any of such work; Tenant’s failure to supply timely any information necessary to complete the Final Drawings; any breach or default by Tenant in the performance of Tenant’s obligations under this Lease; any modifications, revisions and changes to the Final Drawings requested by Tenant; Tenant’s request for any Non-Building Standard work or delays resulting from revision of the Approved Bid (to the extent such delays are caused by Tenant’s acts or omissions to act) after the Final Drawings are approved; and any other delay of any kind or nature caused by Tenant, its employees, agents or independent contractors. Any such delay (individually, a “Tenant Delay,” and collectively, the “Tenant Delays”) shall extend the time for performance by Landlord of Landlord’s obligations under this Exhibit “E” by an amount of time equal to the length of such Tenant Delay, and the Commencement Date shall in such event be deemed to have occurred on the date that Substantial Completion would have occurred but for such Tenant Delays (it being agreed that, in such event, the delay so caused shall be the “substantially completednet” delay, however, determined by multiplying the number of days that Tenant Delays exceed Landlord Delays). In addition, Tenant shall, on the Commencement Date under the Lease, pay to Landlord an amount equal to one (1) day of Base Rental multiplied by the number of days of Tenant Delays in order to compensate Landlord for lost rentals resulting therefrom. If the purposes cost to Landlord of this First Amendment to Lease at such time as the Tenant Improvements have been completedis increased in any way by a Tenant Delay, except for (a) mechanical adjustments and items Tenant shall also pay to Landlord on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after Commencement Date the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEadditional cost so incurred.

Substantial Completion. Within three (3a) business days after Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection of the Premises and agree on those items, if any, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with TenantThe Landlord’s use and occupancy of the Premises. The Tenant Improvements Work shall be deemed substantially complete on the first day as of which Landlord’s Work has been completed and Landlord has received a permanent or temporary certificate of occupancy (provided that in the event Landlord obtains a temporary certificate of occupancy, Landlord shall satisfy all conditions required to be “substantially completed” for the purposes obtain a permanent certificate of this First Amendment to Lease at such time occupancy as the Tenant Improvements have been completedpromptly as reasonably possible), except for (a) mechanical adjustments items of work (and, if applicable, adjustment of equipment and items on fixtures) which can be completed after occupancy has been taken without causing undue interference with Xxxxxx’s use of the PunchlistPremises (i.e. so-called “punch list” items), and (b) items which, in accordance with good construction practice, should be performed after the performance of any long-lead time tenant improvement work to be performed by Tenant (such date is hereinafter called the “Substantial Completion Date”); provided, however, that if substantial completion of Landlord’s Work is delayed as a result of any Tenant Delays described in Section 5 below of this Exhibit D, then the Substantial Completion Date shall be the date that Landlord’s Work would have been substantially completed but for such Tenant Delays. Subject to Tenant Delays and Force Majeure, Landlord will exercise commercially reasonable efforts to complete the “punch list” items requested by Tenantas soon as conditions reasonably permit, and Tenant shall afford Landlord access to the Premises for such purposes. Landlord shall complete all Punchlist items and Tenant shall, within thirty three (303) days after following the date Landlord informs Tenant that the Landlord’s Work is substantially complete, jointly inspect the Premises and agree upon the punch list. As of the date of substantial completion of this Lease, the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXestimated Substantial Completion Date is on or before July 1, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USE2009.

Substantial Completion. Within three For purposes of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (3a) business days after completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord notifies and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following Txxxxx’s receipt of written notice from Landlord that the Tenant Improvements Premises are “substantially completed”, ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Premises Lease Improvements and agree on those items, if any, Tenant Improvements to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction extent such permits and completion of which will not materially interfere with approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Premises. The Leasehold Improvements have been paid; and (e) receipt by Tenant Improvements shall be deemed to be “substantially completed” for of a conditional lien waiver from the purposes of this First Amendment to Lease at such time as contractor under the Tenant Improvements have been completedConstruction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that Lxxxxxxx agrees to furnish a final lien waiver from such contractor not later than 10 days after Lxxxxxxx receives the Prepaid Rent. Landlord agrees, except for (a) mechanical adjustments notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and items materials set forth on the Punchlistforegoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (b) any long-lead time items requested by Tenantsuch approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall complete all Punchlist items within thirty (30) days after cooperate reasonably in connection with the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEsuch punch-list work.

Substantial Completion. Within three (3) business days after “Substantial Completion” of construction of the Second Expansion Improvements shall be defined as the date upon which the Space Planner or other consultant engaged by Landlord notifies Tenant determines that the Second Expansion Improvements have been substantially completed except for Punch List items (defined below), unless the completion of such improvements was delayed due to any Tenant Improvements are Delay (defined below), in which case the date of Substantial Completion shall be the date such improvements would have been completed, but for the Tenant Delays. The term “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection of the Premises and agree on those items, if any, to be included on a punchlist (the “Punchlist”). Punchlist Punch List” items shall only mean items that constitute minor defects or adjustments which can be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere completed after occupancy without causing any material interference with Tenant’s use and occupancy of the Second Expansion Premises. After the completion of the Second Expansion Improvements, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of improvements performed on the Second Expansion Premises. The term “Tenant Delay” shall include, without limitation, any delay in the completion of construction of Second Expansion Improvements shall be deemed resulting from (i) Tenant’s failure to be “substantially completed” comply with the provisions of this Work Letter, (ii) any additional time as reasonably determined by Landlord required for ordering, receiving, fabricating and/or installing items or materials or other components of the construction of Second Expansion Improvements, including, without limitation, mill work, (iii) delay in work caused by submission by Tenant of a request for any change order (defined below) following Tenant’s approval of the Final Plans, or for the purposes implementation of this First Amendment any change order, or (iv) any delay by Tenant in timely submitting comments or approvals to Lease at such time as the Temporary Plans or Final Plans. The failure of Tenant Improvements have been completed, except for to take possession of or to occupy the Second Expansion Premises (aor any portion thereof) mechanical adjustments and items shall not serve to relieve Tenant of obligations arising on the PunchlistSecond Expansion Commencement Date or delay the payment of rent or other sums payable by Tenant under and as set forth in the Lease. SCHEDULE 1 TO EXHIBIT “C” DESCRIPTION OF SUITE 110 EXPANSION IMPROVEMENTS [ATTACHED] BROKERAGE SERVICES Office Buildings July 21, and (b) any long-lead time items requested by Tenant2006 CBRE CB XXXXXXX XXXXX CB Xxxxxxx Xxxxx 0000 Xxxx Xxxxxxxxxx Xxxxxxx Xxxxx 000 Xxxx Xxxx Xxxx, XX 00000 T 000 000 0000 F 000 000 0000 xxxxx.xxxxxxxx@xxxx.xxx Xxxxx Xxxxxxxx Senior Vice President Office Buildings/Corporate Services Xx. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion Xxxx Xxxxxx Eschelon Telecom, Inc. 0000 XX Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxx, XX 00000 RE: LEASE PROPOSAL FOR ESCHELON TELECOM AT THE PARKSIDE TOWER Dear Phil: On behalf of the Tenant ImprovementsParkside office building, we would like to thank you for your patience over the last few months as we have worked through the sale of the building. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TOEschelon Telecom is a valued tenant of the Parkside Tower and we are excited about the prospect of expanding their presence in the building. Landlord: XXXXXXParkside Salt Lake Corporation Tenant: Eschelon Telecom, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEInc.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that shall construct the Tenant Improvements are “and the Tenant Improvements and deliver the Premises "ready for occupancy" (as defined below) to Tenant on or about November I, 2019. The Premises will be conclusively deemed "ready for occupancy" on the earlier to occur of when: (i) the work to be done under this Work Letter has been substantially completed”completed and after the issuance of a conditional or temporary certificate of occupancy for the Premises by the appropriate government agency within whose jurisdiction the Building is located, Landlord and or (ii) when Tenant (or their respective designated representatives) shall conduct a walk-through inspection takes possession of the Premises and agree on those itemsfor the operation of its business. The Premises will not be considered unready or incomplete if (i) only minor or insubstantial details of construction, if any, decoration or mechanical adjustments remain to be included on a punchlist done within the Premises or Common Areas of the Building, (ii) only landscaping or exterior trim remains to be done outside the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlistPremises, the correction and completion of which will not materially interfere with (iii) Tenant’s use and occupancy work is incomplete; (iv) if the delay in the availability of the PremisesPremises for Tenant's occupancy is caused in whole or in material part by Tenant. The By occupying the Premises for the operation of its business, Tenant Improvements shall will be deemed to be “substantially completed” have accepted the Premises and to have acknowledged that they are in the condition called for the purposes of in this First Amendment Lease, subject only to Lease at such time "punch list" items (as the term "punch list" is customarily used in the construction industry in the area where the Project is located) identified by Tenant Improvements have been completed, except for by written notice delivered to Landlord within ten (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (3010) days after the date of substantial completion Landlord tenders possession of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEPremises to Tenant

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that shall obtain all permits and approvals for the Tenant construction of the Improvements, and shall diligently proceed with the construction of the Improvements. “Substantial Completion” of the Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection be deemed to have occurred as of the date on which the Improvements have been completed with the exception of minor punchlist items which can be fully completed without unreasonable interference with the use of the Premises and agree on those for the Permitted Uses by Tenant (“punchlist items, if any, to be included on a punchlist (the “Punchlist”). Punchlist For purposes of determining the applicable Commencement Date, such Substantial Completion of the Improvements shall be evidenced by either (i) a certificate of occupancy for the Premises, (ii) a temporary certificate of occupancy allowing Tenant to use the Premises for the Permitted Uses, and subject only to punchlist items shall only be those items or (iii) the issuance of a type customarily found Certificate of Substantial Completion by Landlord’s architect, together with the issuance by the Town of Nxxxxxx Building Inspector of written permission to occupy the applicable Premises. Landlord shall notify Tenant of the expected date for Substantial Completion of Landlord’s construction obligations at least fifteen (15) days before such date. Following such notice, Tenant shall have the right to inspect the Premises, together with Landlord’s Representative or other representative of Landlord, for purposes of agreeing upon a “punchlist” of items remaining to be completed. With the exception of items referenced on an architectural said punchlist, Tenant shall be deemed to have accepted the correction condition of the Premises as of the applicable Commencement Date. Landlord shall thereafter promptly commence and diligently pursue to completion the work set forth on the punchlist, to the extent and only to the extent that such work is consistent with the Final Plans and Specifications. Landlord shall provide access the Premises on the date indicated on Exhibit D for the purpose of which will installing Tenant’s furniture, fixtures and equipment, including without limitation, the installation of telephone and date wiring and equipment, such access to subject to all of the terms, provisions and conditions of this Lease other than the obligation to pay Annual Fixed Rent, Additional Rent or any other charges, provided that any such work to be performed by Tenant or its contractors during such period shall (i) not materially interfere with TenantLandlord’s use and occupancy construction of the Premisesremaining Improvements, and (ii) be coordinated with the remaining Landlord Work in such a manner as to maintain harmonious labor relations and not cause any work stoppage or damage to the Premises or the Building. The Notwithstanding the foregoing, in the event that Landlord is prevented from substantially completing the Improvements due to a “Tenant Delay”, as defined in Section 3.5 below, the Improvements shall be deemed to be “substantially completed” completed for the purposes of this First Amendment to Lease at such time on that date on which said Substantial Completion would have occurred but for the applicable Tenant Delay, as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested reasonably determined by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USELandlord’s architect.

Substantial Completion. Within three Landlord shall use commercially reasonable efforts to cause the Required Base Building Improvements to be Substantially Complete on or before February 1, 2014, subject to Force Majeure Events and Tenant Delays. Landlord will give Tenant at least thirty (330) days' prior written notice of the date on which the Required Base Building Improvements are anticipated to be Substantially Complete (the "Substantial Completion Date"). "Substantially Complete" or "Substantial Completion" shall mean that the Required Base Building Improvements have been substantially completed in accordance with the Building Plans and, with respect to the Warm Shell Improvements only, completed in accordance with the Building Plans except for minor omissions, mechanical adjustments and items of the type customarily found on an architectural punchlist that will not interfere with or delay completion of the Tenant Improvements ("Punchlist Items"). Landlord and Tenant shall then 'mange a mutually convenient time, no later than five (5) business days after the anticipated Substantial Completion Date specified in Landlord's notice, for Tenant and/or Tenant's Architect (as defined below) and Landlord notifies Tenant that the Tenant Improvements are “substantially completed”and/or Xxxxxxxx, Landlord Xxxxxx and Tenant Xxxxxxx (or their respective designated representatives"Landlord's Architect") shall to conduct a walk-through inspection of the Premises and agree on those itemsWarm Shell Improvements. During the inspection, if any, Landlord's Architect shall compile a list of the Punchlist Items yet to be included on a punchlist completed, which list shall be reviewed and approved by Tenant's Architect, with such approval not to be unreasonably withheld, conditioned or delayed. If Tenant or Tenant's Architect shall fail to inspect the Warm Shell Improvements within five (5) business days after the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlistSubstantial Completion Date specified in Landlord's notice, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Warm Shell Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments completed and items on the Punchlistsatisfactory in all respects, and (b) any long-lead time items requested by Tenant. Landlord the Substantial Completion Date shall complete all Punchlist items within thirty (30) days after be the date set forth in Landlord's notice. Landlord's failure to have Substantially Completed the Required Base Building Improvements by February 1,2014, subject to Force Majeure Events and Tenant Delays, shall be governed by the provisions of substantial completion Section 2.2 of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USELease.

Substantial Completion. Within three (3) business days after The Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) Work shall conduct a walk-through inspection of the Premises and agree on those items, if any, be deemed to be included “Substantially Complete” with respect to the Seventh Expansion Space on a punchlist the date that (i) all Landlord Work with respect to the “Punchlist”). Punchlist items shall only be those items Seventh Expansion Space (other than any details of a type customarily found on an architectural punchlistconstruction, mechanical adjustment or any other similar matter, the correction and completion noncompletion of which will does not materially interfere with Tenant’s use and or occupancy of the Premises. The Tenant Improvements shall be deemed to be “substantially completed” for Seventh Expansion Space) has been performed in accordance with the purposes Approved Construction Documents (as modified by any Change Order approved in writing by Landlord and Tenant), (ii) CPS has obtained all required final inspection approvals and/or necessary certificates allowing occupancy from all applicable authorities, (iii) all Building systems and equipment and that of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments Landlord Work are fully tested and items on the Punchlistoperational, and (bv) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within at least thirty (30) days have elapsed after Tenant has been afforded access to all parts of the Seventh Expansion Space for installation of communications cabling, and server and IDF equipment installations (which will be performed concurrently with the Landlord Work). Prior to the Premises (or any portion thereof) being delivered to Tenant, a representative of Landlord and a representative of Tenant shall walk through the Premises (or such portion thereof) and jointly prepare a list of minor items which, in the mutual opinion of Landlord and Tenant, have not been fully completed or which require repair (the “Punch List Items”). Landlord shall cause its contractor to complete or repair the Punch List Items within 30 days after the date of substantial the “walk-through”. Tenant shall not be entitled to any abatement of any rental obligations as pertains to the Premises pending completion of the Punch List Items. In the event that Tenant Improvementstakes possession of any portion of the Premises following the construction of Landlord Work in such portion of the Premises in the absence of having created a punch list, Tenant will be deemed to have waived its right to create a punch list with respect to such portion of the Premises and shall be deemed to have accepted such portion of the Premises in its “as is” condition. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Time is of the essence in connection with the obligations of CPS and Tenant under this Work Letter. Neither Landlord nor CPS shall be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be the resulting postponement (if any) of the Seventh Expansion Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form Commencement Date and the commencement of rental payments for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TOthe Seventh Expansion Space under the Eleventh Modification. “Tenant Delay” means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including: XXXXXX(i) Tenant’s failure to furnish information or approvals within any time period specified in this Lease, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEincluding the failure to prepare or approve preliminary or final plans by any applicable due date; (ii) Tenant’s selection of long-lead equipment or materials; (iii) changes requested or made by Tenant to previously approved plans and specifications; or (iv) performance of work in the Premises by Tenant or Tenant’s contractor(s) during the performance of the Landlord Work. The Crescent®/Westwood Management Corp.

Substantial Completion. Within three The terms “Substantial Completion” and “Substantially Complete” shall mean that: (3a) business days after Landlord notifies Landlord’s Tenant that Improvement Work has been completed in accordance with the Tenant Improvements are “substantially completed”Final Plans with the exception of insubstantial details of construction, Landlord and Tenant (mechanical adjustment, decoration or their respective designated representatives) shall conduct a walk-through inspection of the Premises and agree on those cosmetic items, if any, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and non-completion of which will does not materially interfere with Tenant’s use and occupancy of the Premises (collectively, the “Punch List Work”); and (b) all sanitary, plumbing, electrical, heating, ventilating and air conditioning services to the Premises are operational to the extent necessary to provide reasonably adequate service to the Premises, subject to any Punch List Work necessary to such systems; and (c) Landlord shall deliver the Premises to Tenant with Landlord’s Tenant Improvement Work having been Substantially Completed in accordance with Section 3.3 (a) above, and in such condition as shall permit Tenant to immediately occupy the Premises for Tenant’s permitted use under the Lease. The Tenant Improvements Notwithstanding the foregoing, if occupancy is denied by the applicable governmental authority due solely to any item of Tenant’s FF&E Work not then being completed, then Landlord shall be deemed to be “substantially completed” for have met the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for foregoing conditions set forth in (a) mechanical adjustments and items on the Punchlist), and (b) any long-lead time items requested by and (c) of this Section 3.3, notwithstanding that occupancy is not then available to Tenant. Landlord shall provide to Tenant written notice reasonably in advance of the date when Landlord believes Substantial Completion shall occur. Within ten (10) days of receipt of Landlord’s notice of Substantial Completion, Tenant shall inspect the Premises and identify in writing to Landlord the Punch List Work Tenant wishes Landlord to perform. Landlord shall review such list of Punch List Work and confer with Tenant to establish a mutually agreeable list of the Punch List Work. Landlord shall complete all Punchlist items Punch List Work within thirty (30) days after following the date on which Landlord and Tenant agree on the list of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEPunch List Work.

Substantial Completion. Within three The Contractor shall deliver an application for Substantial Completion to the Authority when all of the following have occurred:  The Contractor has completed all Work (3except for punch list items, final cleanup and other items included in the requirements for Final Acceptance);  All necessary work by Included Third Parties has been completed, and the Contractor has obtained all design and construction approvals by Included Third Parties that are required under the relevant Third Party Agreements or by Law;  The Contractor has satisfied all conditions to acceptance by Third Parties and railroads;  There is no existing default of Authority's obligations under any Included Third Party Agreement or Railroad Agreement that are the Contractor's responsibility pursuant to the Contract Documents, and no event has occurred which, with the passing of time or giving of notice or both, would lead to a claim relating to the Work or an event of default under any Included Third Party Agreement or any Railroad Agreement;  The Contractor has delivered to the Authority the close-out report as provided in the “Reporting” clause (Section 44.4) business days after Landlord notifies Tenant of the General Provisions;  The Contractor has delivered to the Authority the warranty service plan required in the “Warranty Service” clause (Section 7.8.6) of the General Provisions;  The Contractor has ensured that all Work has been performed in accordance with the requirements of the Contract Documents;  The Contractor has ensured that the Tenant Improvements are “substantially completed”Project may be used without damage to the Project or any other property on or off the Site, Landlord and Tenant (or their respective designated representatives) without injury to any Person; and  Any special tools purchased by the Contractor as provided in the Contract Documents shall have been delivered to the Authority and all replacement spare parts shall have been purchased and delivered to the Authority free and clear of liens. Upon receipt of the Contractor's application for Substantial Completion, the Authority shall conduct a walk-through inspection such inspections, surveys and/or testing as the Authority deems desirable. If such inspections, surveys and/or tests disclose that any Work does not meet the requirements of the Premises and agree on those itemsContract Documents, if anythe Authority will promptly advise the Contractor as to any errors, omissions, deviations, defects or deficiencies in the Work necessary to be included on corrected as a punchlist (condition to Substantial Completion and as to any errors, omissions, deviations, defects or deficiencies which may be corrected as punch list items. Upon correction of the “Punchlist”). Punchlist items shall only be those items of errors, omissions, deviations, defects or deficiencies identified as a type customarily found on an architectural punchlistprerequisite to Substantial Completion, the correction Contractor shall provide written notification to the Authority and completion the Authority shall conduct another round of which will not materially interfere with Tenant’s use and occupancy inspections, surveys and/or tests. This procedure shall be repeated until the Authority finds that all prerequisites to Substantial Completion have been met. Substantial Completion of the Premises. The Tenant Improvements Project shall be deemed to be “substantially completed” have occurred when:  The Authority determines that all errors, omissions, deviations, defects and deficiencies identified as prerequisites to Substantial Completion have been corrected; and  The Authority and Contractor have agreed upon a punch list for the purposes Project. The Authority will issue a Certificate of this First Amendment Substantial Completion to Lease the Contractor at such time as the Tenant Improvements Authority determines that Substantial Completion has occurred. Substantial Completion shall be deemed to have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after occurred as of the date of substantial completion the Certificate of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USESubstantial Completion.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that At such time as Sublandlord considers the Tenant Subtenant Improvements are “to be substantially completed”, Landlord and Tenant (Sublandlord or their respective designated representatives) shall conduct Sublandlord’s representative will schedule a walk-through inspection of the Sublease Premises with Subtenant or Subtenant’s representative. During such walk-through, Sublandlord or Sublandlord’s representative along with Subtenant or Subtenant’s representative will prepare a list of minor finish-out and agree on those items, if any, punch list items to be included on a punchlist completed (the “PunchlistPunch List”). Punchlist Sublandlord shall cause Sublandlord’s Contractor to complete and/or correct all items on the Punch List promptly after Sublandlord receives the Punch List and shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy give Subtenant written notice when all of the Premisesitems on the Punch List have been completed and/or corrected. The Tenant Improvements Any items not on the Punch List which could have, with reasonable diligence, been discovered by Subtenant or Subtenant’s representative and included on the Punch List shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completedaccepted by Subtenant, except for (a) mechanical adjustments and any items not on the PunchlistPunch List which could not have, with reasonable diligence, been discovered by Subtenant or Subtenant’s representative and (b) any long-lead time items requested included on the Punch List and are thereafter discovered by Tenant. Landlord shall complete all Punchlist items Subtenant within thirty (30) days after Substantial Completion shall be corrected by Sublandlord’s Contractor promptly after Sublandlord receives notice of the date same from Subtenant. If Subtenant and/or Subtenant’s representative fails to appear for such inspection, Subtenant shall be deemed to have agreed that no items exist that are incomplete or require correction which could have, with reasonable diligence, been discovered by Subtenant or Subtenant’s representative had Subtenant and/or Subtenant’s representative appeared at the inspection, and therefore Subtenant Improvements has been completed and Sublandlord shall not be required to complete or correct any such items which may in fact exist; or at Sublandlord’s election, Sublandlord or Sublandlord’s representative may prepare and approve the Punch List on Subtenant’s behalf. Subtenant Improvements (which for purposes of determining substantial completion may exclude, at Sublandlord’s election, any Additional Work) shall be considered “Substantially Complete” for all purposes under this Exhibit TI and the Sublease when: (i) the applicable governmental authority issues a temporary or permanent certificate of occupancy for the Sublease Premises, or (ii) Subtenant first takes occupancy of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form Sublease Premises for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXthe conduct of its business, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEwhichever first occurs.

Substantial Completion. Within three The Base Building Work and Tenant Improvements shall be deemed substantially completed (3hereinafter, "SUBSTANTIALLY COMPLETED" or "SUBSTANTIAL COMPLETION") business days after Landlord notifies Tenant that upon the completion of the Base Building Work and the Tenant Improvements are “substantially completed”Improvements, Landlord and Tenant (such that only minor or their respective designated representatives) shall conduct a walk-through inspection insubstantial details of the Premises and agree on those items, if any, construction or mechanical adjustment remain to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlistperformed, the correction and completion existence of which will do not materially interfere with Tenant’s 's occupancy and use and occupancy of the PremisesBuilding for the conduct of Tenant's business, and upon the issuance of a temporary or permanent certificate of occupancy by the governing local authority for the Building. The Tenant Improvements A certificate furnished by Architect as to the date of Substantial Completion shall be conclusive and binding upon both parties. Notwithstanding the delivery of such certificate of Substantial Completion by the Architect, Substantial Completion shall be deemed not to be “substantially completed” have occurred with respect to the Base Building Work and Tenant Improvements until Landlord has provided Tenant prior written notice and at least sixty (60) days of reasonably unrestricted physical access to the Building for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completedTenant's installation of furniture, except for fixtures and equipment. Within ninety (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (3090) days after the date of substantial Substantial Completion, Tenant shall notify Landlord in writing of any remaining "punch list" or other corrective work to be completed by Landlord through the Contractor and TI Contractor. Such "punch list" or other corrective work shall be commenced by Landlord and completed within sixty (60) days following receipt of such notification from Tenant, or such longer period of time as is reasonably necessary to permit Landlord to complete such work in the event that the completion of same is not possible within such sixty (60) day period with the exercise of reasonable diligence. Upon completion of such "punch list" and other corrective work to Tenant's, TI Architect's and Architect's reasonable satisfaction, and upon Tenant's installation of its furniture, fixtures and equipment, Landlord shall obtain the issuance of a permanent certificate of occupancy, unless such certificate has previously been obtained. Landlord shall have no other obligation to perform other work except with regard to Landlord's obligations to correct construction defects and deficiencies as provided in Section 2.12 and to maintain certain structural and other elements of the Project as set forth in Section 15.02. Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEshall reasonably cooperate with Landlord in obtaining the temporary and permanent certificates of occupancy.

Substantial Completion. Within three “Substantial Completion” (3and any correlative variations thereof) of the Warm Shell Improvements shall be not be deemed to occur until (a) the Building shells, the Building lobbies, the entrances, stairways and access ways for access to the Buildings, and all of the other Warn Shell Improvements described in the Final Warm Shell Plans have been completed, and Landlord’s architect (“Landlord’s Architect”) has certified in writing that the Warm Shell Improvements have been completed in accordance with the Final Warm Shell Plans, except for finishing details, minor omissions, decorations and mechanical adjustments of the type normally found on an architectural “punch list” (which Landlord shall use commercially reasonable efforts to cause to be completed within thirty (30) days after Substantial Completion); (b) all utilities systems serving the Premises, life safety support systems, including fire sprinklers and safety auditory systems, all heating, ventilating and air conditioning systems serving the Premises, except to the extent such items may be included in Tenant’s Tenant Improvements, and Building elevators have been installed and are operating; (c) all necessary governmental inspections of the Warm Shell Improvements have been obtained and approved; (d) the Premises are in such a state of completion that, upon completion of the Tenant Improvements, the requirements necessary to obtain approval for occupancy of the Premises from applicable governmental authorities (including approval from the Building Department and Fire Department of the City of Sunnyvale for Tenant to occupy the Premises) have been satisfied; and (e) subject to minor items which do not materially affect the usability of the Building, the Common Areas serving the Building are sufficiently complete to be usable by Tenant’s employees and customers (subject to completion of Tenant’s Tenant Improvements), but which Landlord shall use commercially reasonable efforts to cause to be completed within thirty (30) days after Substantial Completion. Upon Substantial Completion of the Warm Shell Improvements, Landlord and Tenant shall arrange a mutually convenient time, no later than five (5) business days after the Substantial Completion date, for Tenant and/or Tenant’s Architect (as defined below) and Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall and/or Landlord’s Architect to conduct a walk-through inspection of the Premises and agree on those itemsWarm Shell Improvements. During the inspection, if any, Landlord’s Architect shall compile a punchlist of items yet to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall use commercially reasonable efforts to complete all Punchlist the punchlist items within thirty (30) days after following the date of substantial completion walk-through, and any unreasonable interference with the construction of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEImprovements while completing the punchlist work shall constitute a Landlord Delay.

Substantial Completion. Within three For purposes of this Lease, “Substantial Completion of the Must-Take Space Tenant Improvements” shall occur (3) business days after Landlord notifies Tenant that and the Must-Take Space Tenant Improvements are shall be deemed “substantially completedSubstantially Complete”, Landlord and Tenant ) upon: (or their respective designated representativesi) shall conduct a walk-through inspection the completion of construction of the Premises and agree on those itemsMust-Take Space Tenant Improvements pursuant to the Must-Take Space Approved Working Drawings, if any, to be included on a punchlist with the exception of (the “Punchlist”). Punchlist A) any punch list items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will that do not materially interfere with and adversely affect Tenant’s use and occupancy of the Premises. The Must-Take Space and/or materially and adversely interfere with the installation by Tenant Improvements shall be deemed of its cabling, furniture, fixtures and equipment in the Must-Take Space, and (B) any tenant fixtures, work-stations, built-in furniture, or equipment to be installed in the Must-Take Space by Tenant or under the supervision of the Must-Take Space Contractor; (ii) the issuance by the applicable government authorities of a certificate of occupancy, temporary certificate of occupancy, or its equivalent (including, without limitation, a final inspection sign-off by the City of San Xxxx) permitting occupancy of the Must-Take Space; and (iii) the issuance by the Must-Take Space Architect of a “substantially completedCertificate of Substantial Completion” for certifying that the purposes of this First Amendment to Lease at such time as the Must-Take Space Tenant Improvements have been completed, except for substantially completed in accordance with the Must-Take Space Approved Working Drawings. Within five (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (305) days after the date of substantial Substantial Completion of the Must-Take Space Tenant Improvements, Landlord’s and Tenant’s respective representatives shall inspect the Must-Take Space and identify the punch-list items of the Must-Take Space Tenant Improvements and jointly prepare a written list of such punch-list items. Landlord shall cause the Must-Take Space Contractor to diligently complete the punch-list items set forth on such list as soon as reasonably possible thereafter; provided, however, that in no event shall the completion or non-completion of such punch-list items have any effect on the Must-Take Space Commencement Date. Landlord shall, however, be under no obligation to repair any damage caused by Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXin connection with Tenant’s move into the Must-Take Space, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxthe exercise by Tenant of its rights under Section 6.1 below and/or otherwise caused by Tenant, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEall of which shall be repaired by Tenant at Tenant’s cost.

Substantial Completion. Within three For purposes of this Work Letter and the Lease, (3i) business days after the Base Building Improvements shall be deemed "substantially complete" at such time as Landlord notifies Tenant that has completed work in accordance with Landlord's Plans, as certified by Landlord's contractor (which certification shall be obtained promptly by Landlord upon such substantial completion), subject to completion and correction of items on Landlord's architect's punch list, and certain other items which will not be completed until substantial completion of the Tenant Improvements are “substantially completed”(such as certain landscaping), Landlord and Tenant (or their respective designated representativesii) shall conduct a walk-through inspection of the Premises and agree on those items, if any, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements shall be deemed to be “"substantially completed” for the purposes of this First Amendment to Lease complete" at such time as Tenant has completed work in accordance with the Tenant's Plans, as certified by Tenant's architect (which certification shall be obtained promptly by Tenant Improvements have been completedupon such substantial completion), except for (a) mechanical adjustments and Tenant has obtained a certificate of occupancy from the City of San Jose, xxbject only to the completion or correction of items on Tenant's architect's punch list (and exclusive of the Punchlist, installation of all telephone and (b) any long-lead time items requested other communications facilities and equipment and other finish work or decorating work to be performed by or for Tenant). Landlord shall complete all Punchlist items within thirty (30) days after the date of If substantial completion of the Tenant Improvements, Modified Core Improvements or Base Building Improvements is delayed due to any of the following (collectively, "Tenant Delays"), then the Delivery Date and/or Commencement Date, as applicable, shall be adjusted to reflect what the substantial completion date would have been if there had been no delay: (i) Tenant's failure to timely submit any items required by this Work Letter, including, without limitation, Tenant's Plans; (ii) Tenant Modifications; (iii) Tenant's failure to comply with Landlord's contractor's schedule; (iv) Tenant's or Tenant's Contractor's failure to comply with Paragraph 9, (v) Tenant's requested changes to the Tenant's Plans after they are approved by Landlord; (vi) Tenant's request for materials, finishes or installations which require longer than thirty (30) days to complete; (vii) delays caused by Tenant in construction of the Tenant Improvements; or (viii) any other event expressly constituting "Tenant Delay" pursuant to any provision of this Work Letter. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form Landlord shall give Tenant at least five (5) days prior notice if Landlord becomes aware that Tenant is in danger of causing a Tenant Delay, and if Tenant takes appropriate measures to prevent such delay within such five (5) day period, no adjustment to the Delivery Date or Commencement Date shall be made on account of such Tenant Delay; provided, however, that if such delay was not reasonably foreseeable by Landlord, the five (5) day period for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TOprior notice and opportunity to mitigate provided above shall be changed to forty-eight (48) hours after Landlord becomes aware of such delay or potential delay; and provided further, that no such notice shall be required if Tenant Delay results from Tenant's failure to perform any obligation within a specific date or time period (including, without limitation, any delay in delivery of Tenant's space plan or Working Drawings or non-compliance with Landlord's contractor's schedule), or from schedule changes resulting from Tenant Modifications of which Tenant is advised by Landlord's architect or contractor as provided in Paragraph 4. If substantial completion of the Tenant Improvements is delayed as a result of any of the following and such delay could not have been mitigated by Tenant using commercially reasonable measures (collectively, "Landlord Delays"), then the Commencement Date shall be adjusted to reflect any delay in the substantial completion date for the Tenant Improvements directly resulting from such Landlord Delays: XXXXXX(a) subject to Paragraph 9 above, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEunreasonable interference by Landlord or Landlord's Contractor with the construction of the

Substantial Completion. Within three Tenant shall substantially complete or cause to be substantially completed Tenant’s Work in a good and workmanlike manner, in accordance with the TI Permit subject, in each case, to Minor Variations and normal “punch list” items of a non-material nature which do not interfere with the use or access of the Expansion Premises (3“Substantial Completion” or “Substantially Complete”). Upon Substantial Completion of Tenant’s Work, Tenant shall require the TI Architect and the general contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion in the form of the American Institute of Architects (“AIA”) business days after document G704. For purposes of this Expansion Premises Work Letter, “Minor Variations” shall mean any modifications reasonably required: (i) to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the TI Permit); (ii) to comport with good design, engineering, and construction practices which are not material; or (iii) to make reasonable adjustments for field deviations or conditions encountered during the construction of Tenant’s Work. Substantial Completion of Expansion Premises Tenant Improvements shall have occurred when (i) a certificate or temporary certificate of occupancy (or the equivalent permitting legal occupancy) has been issued for the Expansion Premises; (ii) the HVAC and MEP systems serving the Expansion Premises (the “Required Systems”) which Landlord notifies Tenant that is responsible for providing are in good working order; and (iii) the Expansion Premises Tenant Improvements are “substantially completed”complete excepting industry standard punch-list items; provided, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection of the Premises and agree on those items, if anyhowever, to be included on the extent the Required Systems are not in good working order pursuant to clause (ii), such failure shall constitute a punchlist (Landlord Delay until the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, Required Systems are delivered in the correction and completion of which will not materially interfere with Tenantrequired condition at Landlord’s use and occupancy of the Premises. The Tenant Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEsole cost.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant shall walk through and inspect Landlord's Work just before the anticipated date of completion of Landlord's Work. If, at the time of the inspection, any materially defective or unfinished items of Landlord's Work (excluding minor details, adjustments, or their respective designated representatives) shall conduct a walkany other punch-through inspection list items that would not materially interfere with Tenant's use of the Premises and agree on for normal business operations), then Landlord shall promptly cause those items, if any, to be included on completed or corrected, as the case may be. Tenant shall, within five (5) days after confirmation of Substantial Completion (as defined below) pursuant to the inspection, execute a punchlist certificate confinning that Landlord's Work is Substantially Complete and identifying all punch-list items (the “Punchlist”"Substantial Completion Certificate"). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist punch-list items identified by Tenant within thirty (30) days after the date of substantial completion issuance of the Substantial Completion Certificate, or a longer period of time if reasonably necessary to complete the punch-list items. "Substantial Completion" or "Substantially Completed" means that: (i) there are no materially defective or materially unfinished items in Landlord's Work that would materially interfere with Tenant's use of the Premises for normal business operations; and (ii) the Premises have been completed by Landlord substantially pursuant to the Final Plans, except for any punch-list items. Landlord's Work may include variations from the Final Plans without Tenant's prior approval if those variations are necessary to comply with any laws, ordinances, or regulations or are otherwise reasonably necessary, as determined by Landlord in its sole discretion. In the event of a dispute between Landlord and Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXas to whether Landlord has Substantially Completed the construction of the Premises as required in this Work Letter, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEa certificate executed by Landlord's architect shall be deemed conclusive.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant 9.8.1 “Substantial Completion” of the entire Work shall be achieved by the Contractor and shall mean the stage in the progress of the project when the Work required by this Contract is sufficiently complete in accordance with this Contract so that the Tenant Improvements Owner may occupy or utilize the Work for its intended use. The parties agree that, without limitation, the Owner will not be able to occupy or utilize the Work for its intended use unless all equipment and systems included in the Work are “operational as designed and have been substantially completed”balanced, Landlord commissioned and Tenant demonstrated, all designated or required governmental inspections, tests and approvals have been successfully completed and obtained including unconditional certificates of occupancy (or, if unissued or their respective designated representatives) issued with conditions, such lack of issuance or conditions relate solely to matters not included within the Work), completion has been achieved of all finish paving and landscaping to the extent weather then allows and fine cleaning of all spaces to be occupied and all public spaces has occurred. In general, the only remaining Work shall conduct a walk-through inspection be minor in nature, so that completion of the Premises and agree on those items, if any, to be included on a punchlist (Work by the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which Contractor will not materially interfere with Tenantor hamper the Owner’s use and occupancy of the PremisesProject. The Tenant Improvements Contractor shall cooperate with the Owner’s facilities personnel so that such personnel may be involved in the balancing and commissioning of all building systems. When the Work reaches Substantial Completion, the Contractor shall promptly deliver to the Owner and Architect a notice of completion in recordable form and in accordance with the requirements of California Civil Code §8182. In transmitting such notice to the Owner and Architect, the transmittal shall prominently state in capital letters, “THE OWNER MUST ACCEPT OR REJECT THIS NOTICE OF COMPLETION WITHIN SEVEN DAYS OF RECEIPT. UNLESS THE OWNER REJECTS THIS NOTICE BY GIVING THE CONTRACTOR NOTICE OF THE FACTUAL AND CONTRACTUAL BASIS FOR REJECTION AND CERTIFYING THE SAME AS MADE IN GOOD FAITH WITHIN SUCH SEVEN DAY PERIOD, THE OWNER SHALL BE DEEMED TO HAVE ACCEPTED THE SUBSTANTIAL COMPLETION.” The Owner shall accept or reject such notices within seven days of receipt, and if it rejects the notices it shall give the Contractor notice of the factual and contractual basis for rejection certifying the same as made in good faith within such seven-day period. If the Contractor disputes the Owner’s rejection of a notice of completion, it may proceed as described in Section 4.4 above. The Owner’s acceptance or deemed to be “substantially completed” for acceptance of a notice of completion shall not limit or preclude the purposes effect of this First Amendment to Lease at such time as the Tenant Improvements have been completedany warranty, except for (a) mechanical adjustments and items guarantee or other obligation on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion part of the Tenant ImprovementsContractor or any third party to repair, replace or correct defective Work after substantial or final completion, including without limitation warranties and obligations set forth in this Contract or in third party contracts, all of which shall remain in full force and effect after such acceptance. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form Unless this Contract expressly permits Substantial and Final Completion for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXspecifically defined phases of the Work, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USESubstantial Completion and Final Completion respectively shall mean Substantial Completion and Final Completion of all of the Work required under the Contract.

Substantial Completion. Within three Delays in the Substantial Completion of the Work which occur (3a) business days after because of any delay in Tenant's delivery of the final working drawings to Landlord notifies for Landlord's approval, (b) because of any delay by Xxxxxx in designating its architect, engineer, contractors and/or subcontractors for Landlord's approval, (c) because of any change by Tenant to the Working Drawings, (d) because of any specification by Tenant of materials or installations in addition to or other than Landlord's standard finish-out materials, (e) because Tenant, any contractor or subcontractor of Tenant, or Tenant's agents otherwise delays completion of the Work, (f) because of any delay resulting from Xxxxxx's exercise of the early occupancy option with respect to the 2nd Floor Space, or (g) because of any other reason within Tenant's control are herein called "TENANT'S DELAYS", provided that the foregoing shall not constitute Tenant Improvements are “substantially completed”, Landlord Delays unless and until Xxxxxxxx gives notice thereof to Tenant and Tenant fails to correct the action, inaction or condition giving rise to such Tenant Delay within one (or their respective designated representatives1) shall conduct a walk-through inspection day of such notice. Delays in the Substantial Completion of the Premises and agree on those itemsWork which occur because of (i) any delay by Landlord in approving final working drawings or changes in the Work submitted to Landlord for approval, if any(ii) any delay by Landlord in approving architects, to be included on a punchlist engineers, contractors and/or subcontractors designated by Tenant, (the “Punchlist”)iii) any other reason within Landlord's control, or (iv) Force Majeure are herein called "LANDLORD'S DELAYS". Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy "SUBSTANTIAL COMPLETION" of the Premises. The Tenant Improvements Work shall be deemed to have occurred, and the Work shall be deemed to be “substantially completed” "SUBSTANTIALLY COMPLETED", when Landlord delivers the Premises to Tenant with the Work completed to a stage sufficient to permit the conduct by Tenant of its business in the ordinary course, in substantial compliance with all applicable governmental codes and requirements (including the Disabilities Acts to the extent Landlord is responsible therefor pursuant to the terms of this Lease), with all applicable Building systems and equipment in first class order and operating condition, and with all legal requirements prerequisite to Tenant's use of the Premises for the purposes Permitted Use having been met, other than any required zoning changes for the Permitted Use which shall be governed by Section 26(f). The "COMPLETION DATE" of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items Premises shall occur on the Punchlist, and earlier of (b1) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty fourteen (3014) days after the date on which the Premises are delivered to Tenant in a Substantially Complete condition, or (2) fourteen (14) days following the date the Premises would have been Substantially Complete but for Tenant Delays (the 14-day period described in clause (1) or (2), as applicable, being herein called the "MOVE-IN PERIOD"); provided that the Move-In Period shall be extended for one (1) day, and the Completion Date shall be delayed by one (1) day, for each day of substantial completion of Landlord's Delays during the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEMove-In Period.

Substantial Completion. Within three SUBSTANTIAL COMPLETION" occurs when all of the following conditions have been satisfied: (3a) business days after Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant receipt of a Certificate of Substantial Completion by Architect on AIA Form G704 (or their respective designated representativesa substantially similar form) shall conduct a walk-relating to the construction of the Improvements; (b) Tenant can use the Premises for its intended purposes without material interference to Tenant conducting its business activities; (c) Final Inspection has occurred; (d) Tenant, its employees, agents and invitees have ready access to, and parking adjacent to, the Building and the Premises (but not necessarily on paved surfaces); (e) necessary utilities (not including natural gas) and plumbing are available (availability through inspection temporary facilities will be acceptable for this purpose; provided, however, that connection to permanent facilities will not result in the unavailability or discontinuance of such utilities with respect to Tenant's use of the Premises thereafter) in capacities not less than as set forth in the Plans, are connected to mains or other appropriate sources, and agree on those items, if any, all utility meters have been set and activated; (f) receipt of a certificate from an engineer stating that no additional easements are required to be included granted for the benefit of Parcel A in order for Parcel A and the Improvements located thereon to be provided with access, utility services and drainage, as required by the Lease and this Leasehold Improvement Agreement; (g) receipt of an instrument from Xxxxx/Skyland Joint Venture, Ltd. (or its successor) regarding the Improvements, in the form described in Section 10.h of the Declaration of Covenants, Conditions, Restrictions and Easements described in the definition of "CC&R's"; and (h) receipt (at Tenant's sole cost and expense) of an update to the existing commitment for title insurance dated prior to (and as close as is reasonably practical to) the date of Substantial Completion, showing no exceptions to title affecting the Premises (or interfering with or limiting Tenant's rights to Parcels B, C or D as set forth in the Lease) other than those shown on Exhibit B or those approved or consented to by Tenant. At Landlord's request, Tenant will execute and deliver to Landlord a punchlist (the “Punchlist”)written acknowledgment that Substantial Completion has occurred. Punchlist items shall only be those items Acceptance of a type customarily found on an architectural punchlistpossession, the correction and completion of which will not materially interfere with Tenant’s use and or occupancy of the Premises. The Premises by Tenant Improvements shall not be deemed to be “substantially completed” for constitute a waiver of Landlord's duties, obligations or warranties expressly set forth in the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by TenantLease. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion use reasonable efforts to give Tenant at least fifteen days' advance notice of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEestimated date on which Substantial Completion is expected to occur and five days' advance notice of any changes to the estimated Substantial Completion date.

Substantial Completion. Within three Landlord’s N2 Work, Tenant’s N2 Work, Landlord’s N3 Work and Tenant’s N3 Work, as applicable, shall be deemed to be substantially complete if such work is completed in compliance with the Building N2 Plans or Building N3 Plans, as applicable, and all applicable laws and regulations, subject only, following Tenant’s inspection thereof, to adjustments, cosmetic finishing work or “punch list” items for such work remaining incomplete. By no later than ten (310) business days after Landlord notifies Tenant that of its completion of Landlord’s N2 Work, Tenant’s N2 Work, Landlord’s N3 Work or Tenant’s N3 Work, as applicable, the Tenant Improvements shall inspect such work and furnish to the Landlord a punch list of such items of construction which are “substantially completed”, then incomplete or defective and which require correction by the General Contractor. The Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection of the Premises and agree on those items, if any, agrees to use its commercially reasonable efforts to cause such punch list items to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items corrected within thirty (30) days of receipt of the punch list, or such longer period as is reasonably required if the nature of the corrective work cannot be performed within thirty (30) days. If the Building N2 Work or the Building N3 Work, as applicable, is delayed for any of the reasons set forth in parts (i) through (v) below (each, a “Tenant Delay”), the Building N2 Work or the Building N3 Work, as applicable, shall be deemed to have been substantially completed at the time it would have been completed if not for such delay: (i) a material default or delay in meeting a deadline by Tenant under the terms of this Lease; (ii) changes to any of Building N2 Plans or the Building N3 Plans requested by Tenant after approval of same by Landlord (which delay shall be identified by Landlord at the time of Landlord’s approval); (iii) a request by Tenant for materials, fixtures or installations other than those in Landlord’s building standard or those contained in the Building N2 Plans or Building N3 Plans, as applicable, or as set forth in Exhibit G-1 or Exhibit G-2 (which request shall be identified by Landlord at the time of Landlord’s approval); (iv) the performance of any work or installations by Tenant or by contractors hired by Tenant; or (v) any other act or omission caused by or on behalf of Tenant, its contractors, agents, servants or employees which delay the construction, including the failure of Tenant to have used commercially reasonable efforts to cooperate in reaching the specified benchmarks by the applicable deadlines set forth in the Master Timeline or the Building N3 Master Timeline as applicable, but excluding any bona fide action by Tenant exercising its expressly granted rights pursuant to the terms of this Lease which has the effect of causing such a delay. If the Building N2 Work or the Building N3 Work, as applicable, is delayed for any of the reasons set forth in parts (i) through (v) below (each, a “Landlord Delay”) such that the said Work is not complete by forty-five (45) days after the completion date for such work as set forth in the Building N2 Master Timeline with respect to the Building N2 Work and with respect to the Building N3 Work, the completion date for such work as set forth in the Building N3 Master Timeline, Tenant shall be granted a one (1) day credit of substantial completion Annual Fixed Rent (calculated based on 61,895 rental rentable square feet) for each one (1) day of Landlord Delay beyond such forty-fifth (45th) day, such credit to be immediately applicable to any Annual Fixed Rent due Landlord from Tenant (i) a material default or delay in meeting a deadline by Landlord under the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form terms of this Lease; (ii) changes to any of Building N2 Plans or the Building N3 Plans requested by Landlord after approval of same by Landlord; (iii) a request by Landlord for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXmaterials, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxfixtures or installations other than those contained in the Building N2 Plans or Building N3 Plans, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEas applicable, or as set forth in Exhibit G-1 or Exhibit G-2 or (iv) any other act or omission caused by or on behalf of Landlord, its contractors, agents, servants or employees which delay the construction, including the failure of Landlord to have used commercially reasonable efforts to cooperate in reaching the specified benchmarks by the applicable deadlines set forth in the Master Timeline, but excluding any action by Landlord exercising its rights pursuant to the terms of this Lease.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that For purposes of this Work Letter and the Tenant Improvements are Lease, Landlord’s Work shall be deemed “substantially completedSubstantially Complete”, and “Substantial Completion” shall be deemed to have occurred, at such time as Landlord has completed Landlord’s Work in accordance with Landlord’s Plans and in compliance with all legal requirements applicable thereto at the time the permits were obtained for the construction thereof, subject only to the completion of “punchlist” items or similar corrective work. No portion of any work to be performed by Tenant (shall be taken into account in determining whether or their respective designated representatives) shall conduct a walk-through inspection of the Premises and agree on those itemsnot Landlord’s Work is Substantially Complete. However, if any, to be included on Substantial Completion of Landlord’s Work is delayed as a punchlist (the “Punchlist”). Punchlist items shall only be those items result of a type customarily found on an architectural punchlistTenant Delay (defined below), the correction and completion of which will not materially interfere with TenantLandlord’s use and occupancy of the Premises. The Tenant Improvements Work shall be deemed to be “substantially completed” for Substantially Complete on the purposes of this First Amendment to Lease at such time as the Tenant Improvements date that Landlord could reasonably have been completedexpected to Substantially Complete Landlord’s Work absent any Tenant Delay. Promptly following the completion of Landlord’s Work, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist cause Landlord’s Contractor to inspect Landlord’s Work with representatives of both Landlord and Tenant and compile a list of “punchlist” items in connection with Landlord’s Work which are required to be corrected or completed by Landlord. Such “punchlist” items shall be completed or corrected by Landlord within thirty sixty (3060) days after days, provided, however, that as to any “punchlist” items which cannot be completed by Landlord within said sixty (60) days, Landlord shall promptly commence the date of substantial correction or completion of such “punchlist” item and thereafter diligently pursue the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEsame to completion.

Substantial Completion. Within three Except as otherwise specifically provided in this Lease (3including without limitation a delay in Landlord’s achieving Substantial Completion by reason of a Tenant Delay), and consistent with the provisions of Sections 6.2 and 6.3 of this Lease, Tenant shall not be liable to Landlord for the payment of Rent or any other payment under this Agreement applicable to a Phase (“Tenant Payment Obligations”) until the Landlord’s Work with respect to the applicable Phase is substantially completed in accordance with all Legal Requirements and the Final Plans, as certified by Architect in an executed and dated document on Architect’s letterhead (the “Architect’s Certificate of Substantial Completion”), the Phase is ready for occupancy by Tenant, and Landlord has obtained a certificate of occupancy therefor, or Tenant has taken occupancy of substantially all of a Phase and commenced doing business days after Landlord notifies therein (hereinafter, “Substantial Completion”). Subject to the preceding sentence, if Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection occupies any portion of the Premises Building prior to Substantial Completion of the Improvements, the terms of this Lease shall apply to such occupancy. By occupying any Phase, Tenant shall be deemed to have accepted the same and agree on to have acknowledged that such Phase, as applicable, is in the condition required by this Lease except for those itemsitems set forth in the “Punch Lists” (defined herein), if any, and latent defects in Landlord’s Work. Tenant Payment Obligations shall commence upon the Phase Commencement Date (defined herein) applicable to a Phase in accordance with Sections 6.2 and 6.3 (or, if earlier, the date such Phase Commencement would have occurred but for a Tenant Delay); provided, however, if the Building is partially completed and partially ready for occupancy, and is occupied by Tenant, or Tenant is required to occupy same, a pro rata portion of all Tenant Payment Obligations shall be payable commencing with such date of partial occupancy, and shall be equitably adjusted from time-to-time based upon the portion of the Phase substantially completed and occupied by Tenant. Tenant shall notify Landlord when it needs to obtain access to the applicable Phase to perform Tenant Fixturing Work and in response thereto Landlord shall notify Tenant of the date when Substantial Completion of each Phase of the Premises is expected to be included on a punchlist achieved (the “PunchlistSubstantial Completion Target Date”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, With the correction and completion of which will not materially interfere with Tenant’s use and occupancy exception of the PremisesExisting Renovated Office Space, absent such notification, Landlord shall give notice to Tenant approximately forty-five (45) days prior to the Substantial Completion Target Date. The After the applicable notice is either given or received by Landlord, Tenant Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for permitted (a) mechanical adjustments and items on access to the PunchlistFirst Phase upon execution of this Lease, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty limited access to the Second Phase on or before April 1, 2003 (30) days after the such date of substantial limited access to the Second Phase is referred to herein as the “Limited Access Date”) to perform Tenant Fixturing Work; provided that: (a) Section 19 (Indemnification) and Section 20 (Insurance), shall be applicable and effective as of the Limited Access Date; (b) Tenant shall deliver to Landlord the Certificate of Insurance noted in Section 20 prior to the Limited Access Date and the insurance shall be effective as of that date; (c) Tenant will avoid any interference with Landlord’s completion of the Landlord’s Work; and (d) Tenant Improvementsshall submit its installation plans to Landlord for Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form The Vivarium Phase shall not be deemed to have obtained Substantial Completion if the certificate of occupancy with respect thereto has any prohibition against the use of the vivarium for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXanimal research (other than a prohibition against on-site disposal by burning of dead animals), XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxand any such prohibition shall be deemed, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEfor purposes of this Lease, to be the equivalent of the pendency of any Zoning Amendment Appeal (defined herein) or Subsequent Appeal (defined herein) under Section 9 .

Substantial Completion. Within three The “Substantial Completion Date” shall be the date that (3i) business days after Landlord notifies Tenant Landlord, its architect, engineer or construction manager determines that the Tenant Improvements are “substantially Landlord’s Work has been completed”, Landlord except for (1) finishing details, minor omissions, mechanical adjustments, and Tenant (or their respective designated representatives) shall conduct a walk-through inspection similar items of the Premises and agree on those items, if any, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlistpunch-list (the “Punch-List Items”), the correction and or completion of which will not materially substantially interfere with Tenant’s occupancy and use and occupancy of the Premises. The ; and (2) trade fixtures, workstations, telecommunications or computer cabling or built-in furniture or equipment to be installed by Tenant Improvements (“Substantial Completion”) and (ii) Tenant is legally permitted to occupy the Premises (as evidenced by a temporary or final certificate of occupancy, or final inspection and sign-off on the job card for Landlord’s Work, or reasonable equivalent); provided, however, (i) if Landlord is delayed in completing Landlord’s Work or in delivering possession of the Premises to Tenant as a result of any Tenant Delay, the Substantial Completion Date shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items occurred on the Punchlistdate the Substantial Completion Date would have occurred in the absence of such Tenant Delay, as reasonably determined by Landlord or Landlord’s architect; and (bii) any long-lead time items requested by Tenant. Landlord if Tenant takes possession and commences business operations in the Premises prior to the Substantial Completion Date, the Substantial Completion Date shall complete all Punchlist items within thirty (30) days after be deemed to have occurred on the date of substantial Tenant commences business operations in the Premises. Tenant shall be responsible for and shall pay any costs and expenses incurred by Landlord in connection with, or as a consequence of, any Tenant Delay. As used in this Lease, the term “Tenant Delay” means a delay in the completion of Landlord’s Work or the delivery of possession of the Premises to Tenant, to the extent caused by the act, omission, neglect or failure of Tenant Improvementsor any of Tenant’s agents, employees, contractors or subcontractors, including, without limitation, to the extent caused by Change Order Requests. EXHIBIT B-1 C-1 APPROVED SPACE PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omittedSee Attached] EXHIBIT C First Refusal Space C-2 TI SPECIFICATIONS [see attachedSee Attached] EXHIBIT C-3 PRLIMINARY PRICING [Diagram intentionally omittedSee Attached] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXCOMMENCEMENT DATE CONFIRMATION THIS CONFIRMATION AGREEMENT is entered into as of , XXXX & XXXXXXXX LLP 000 20 by and between CarrAmerica Realty Corporation, a Maryland corporation (“Landlord”), and Pericom Semiconductor Corporation, a California corporation (“Tenant”), with respect to that certain Lease dated as of October 27, 2003 (the “Lease”) respecting certain premises (the “Premises”) located in the building known as 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx, Xxx XxxxxxxXxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEXxxxxxxxxx. Pursuant to Section 1.A of the Lease, Landlord and Tenant hereby confirm and agree that the Commencement Date (as defined in the Lease) is , 20 and that the Termination Date (as defined in the Lease) is , 20 . This Confirmation Agreement supplements, and shall be a part of, the Lease.

Substantial Completion. The Tenant Improvements and the Base Building Work shall be deemed “Substantially Complete”, “Substantially Completed” or in a state of “Substantial Completion” when both: (a) Contractor and/or Landlord have obtained all sign-offs, inspections and approvals required by the District of Columbia (as a sovereign entity, and not as a tenant under this Lease) and any other applicable governmental authorities for the issuance of certificate(s) of occupancy (which may, for purposes of achieving Substantial Completion be a temporary certificate of occupancy provided that Landlord obtains a permanent certificate of occupancy within 90 days thereafter and such temporary certificate(s) of occupancy allow for the District’s unrestricted and uninterrupted occupancy of the Premises) covering the Premises and have delivered such certificate of occupancy to the District (issuance of such a temporary certificate of occupancy shall be deemed to be conclusive evidence that Landlord and Contractor have obtained all required sign-offs, inspections and approvals for achieving substantial completion provided that Landlord obtains permanent certificates of occupancy within 90 days thereafter); (b) the Project Architect and the Base Building Project Architect (if different) have certified (on a standard AIA Form) that the Tenant Improvements and the Base Building Work, respectively, have been completed substantially in accordance with the Final Plans and Specifications (as modified by the terms of this Work Exhibit), including the placement of furniture and equipment; and (c) the Parking Facility and all applicable Additional Parking Areas necessary to satisfy the parking requirements in this Lease as of the Rent Commencement Date, are complete, secured and Landlord has obtained all sign-offs, inspections and approvals required by the District of Columbia (as PAGE 76 OF 135 (as modified) DC DGS FORM L-105 (3/2018) 0000 Xxxxxxxxx Xxxxxx XX XX 000000000x0 EXECUTION VERSION a sovereign entity, and not as a tenant under this Lease) and any other applicable governmental authorities to allow the District to use the Parking Spaces, and the Base Building Project Architect or other applicable architect or engineer engaged by Landlord has certified (on a standard AIA Form) that all site work undertaken by Landlord on the Land, including without limitation sidewalks, landscaping and exterior lighting have been completed, the foregoing (a), (b) and (c) subject to completion of punch list items that do not materially impair the ability of the District to occupy or utilize the Premises, the Parking Facility or the Additional Parking Areas for the Permitted Use under this Lease (the “Punch List”). Within three seven (37) business days Business Days after Landlord notifies Tenant the District that it has or will shortly achieve Substantial Completion, the District together with Landlord (if it elects) and Contractor shall make a final inspection of the Premises to ensure that the Tenant Improvements are “substantially completed”Substantially Complete. At such time, Landlord shall cause to be prepared a Punch List by the District, Landlord (if it elects), the Base Building Architect or the Project Architect, as applicable, and Tenant Contractor, and Landlord shall cause such Punch List to be delivered by the Project Architect to Landlord and the District. Landlord’s contract with Contractor shall: (or their respective designated representativesi) provide that the Contractor shall conduct a walk-through inspection complete all Punch List items within 30 Business Days of its receipt thereof provided that Landlord shall have up to 120 days to complete items identified on the Premises and agree on those Punch List as “long lead time” items provided that the Punch List includes an explanation as to why additional time is required for such items, if anyand (ii) contain a warranty as to Latent Defects, which shall provide in substance that the Contractor shall promptly commence and diligently proceed to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as correct any Latent Defects in the Tenant Improvements have been completedor the Base Building Work upon receipt of the District’s written notice to Landlord of a Latent Defect, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. provided such notice is delivered to Landlord shall complete all Punchlist items within thirty (30) days 12 months after the date of substantial completion Substantial Completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form As used herein, the term “Latent Defect”, shall mean a defect in the construction of the Tenant Improvements or the Base Building Work that could not have reasonably been discovered prior to the District taking possession of the Premises by a commercially reasonable inspection of the Premises performed by a reasonably prudent architect or engineer exercising a professionally reasonable level of due diligence in such inspection. No later than 30 calendar days following Substantial Completion of the Tenant Improvements, Landlord shall deliver to the District (x) any and all manuals, booklets, specification sheets, and manufacturer’s warranty information that accompanied any and all non-construction element items that are a part of the Tenant Improvements, and (y) as-built plans for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXany buildings or other structures, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxincluding for parking or vehicle maintenance, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEthat constitute Base Building Work or Tenant Improvements in “Revit”. In the event any Punch List item remains incomplete or outstanding after 30 Business Days or 120 days, as applicable pursuant to the foregoing, then for each day following such applicable period that any Punch List item remains incomplete or outstanding, the District shall be entitled to an abatement of Annual Rental in an amount equal to $2,000 per day.

Substantial Completion. Within three Landlord and Tenant shall cause the General Contractor to Substantially Complete (3defined below) business days after Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct in accordance with the Approved Working Drawings within a walk-through inspection commercially reasonable time with the intention to attempt to complete such improvements by the anticipated Commencement Date of the Premises and agree on those items, if any, to be included on a punchlist Lease as set forth in the Lease (the “PunchlistCompletion Date”). Punchlist items shall only be those items , subject to delays due to (a) acts or events beyond its control including, but not limited to, acts of a type customarily found God, earthquakes, strikes, lockouts, boycotts, casualties, discontinuance of any utility or other service required for performance of the Tenant Improvements, moratoriums, governmental agencies, delays on an architectural punchlistthe part of governmental agencies and weather, (b) the lack of availability or shortage of specialized materials used in the construction of the Tenant Improvements, (c) any matters beyond the control of Landlord, the correction and completion of which will not materially interfere with General Contractor or any subcontractors, (d) any changes required by the fire department, building and/or planning department, building inspectors or any other agency having jurisdiction over the Building, and/or the Tenant Improvements (except to the extent such changes are directly attributable to Tenant’s use or Tenant’s specialized tenant improvements, in which event such delays are considered Tenant Delays) (the events and occupancy of the Premisesmatters set forth in Subsections (a), (b), (c) and (d) are collectively referred to as “Force Majeure Delays”), or (e) any Tenant Delays (defined in Section 6 below). The Tenant Improvements shall be deemed to be “substantially completed” for complete on the purposes date that the building officials of this First Amendment to Lease at such time as the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements have been completedwhether in the form of the issuance of a final permit, except for (a) mechanical adjustments and items certificate of occupancy or the written approval evidencing its final inspection on the Punchlistbuilding permit(s) (“Substantial Completion”, or “Substantially Completed”, or “Substantially Complete”). Tenant hereby acknowledges and agrees that the term “Substantial Completion” of the Tenant Improvements as used herein will not include the completion of any work associated with Tenant’s Installations, including without limitation, Tenant’s high-pile storage requirements, Tenant’s racking systems, and work related to any requirements of governmental and regulatory agencies with respect to any of Tenant’s Installations. Except as expressly provided to the contrary in the Lease, if the Tenant Improvements are not deemed to be Substantially Completed on or before the scheduled Completion Date, (i) Landlord agrees to use reasonable efforts to Substantially Complete the Tenant Improvements as soon as practicable thereafter, (ii) the Lease shall remain in full force and effect, (iii) Landlord shall not be deemed to be in breach or default of the Lease or this document as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of all or any portion of the Rent, or otherwise), and (biv) except in the event of any long-lead time items requested by TenantTenant Delays, which will not affect the Commencement Date but will extend the Completion Date without any penalty or liability to Landlord. Landlord shall complete all Punchlist items within thirty (30) days after Notwithstanding anything to the date of substantial completion contrary contained in the Lease, the Commencement Date and the Expiration Date of the Term of the Lease (as defined in the Lease) shall be extended commensurately by the amount of time attributable to Force Majeure Delays (but the Commencement Date and Expiration Date shall not be extended due to any Tenant ImprovementsDelays), and Landlord and Tenant shall execute a written amendment to the Lease evidencing such extensions of time. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXIn the event that any punch list items remain after Substantial Completion has been achieved, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx XxxxxxxLandlord, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEat Landlord’s sole cost and expense, shall use reasonable commercial efforts to complete, or cause to be completed, all such punch list items after they are identified to Landlord by Tenant in reasonable detail.

Substantial Completion. Within three For purposes of the Lease, including for purposes of determining the Lease Commencement Date (3) business days after Landlord notifies Tenant that as set forth in Section 7.2 of the Summary), the Premises shall be "Ready for Occupancy" upon Substantial Completion of the Tenant Improvements are “substantially completed”and Landlord's Work. For purposes of this Lease, Landlord "Substantial Completion" shall occur upon the completion, in good and workmanlike manner and in compliance with all applicable laws, of (i) the Landlord's Work, and (ii) the Tenant (Improvements pursuant to the Approved Working Drawings, with the exception of any minor items in need of repair or their respective designated representatives) shall conduct a walk-through inspection of correction which do not impair Tenant's ability to use the Premises for its intended use ("Punchlist Items") and agree on those itemswith the exception of any tenant trade fixtures, if anywork-stations, built-in furniture, or equipment to be included on a punchlist installed by Tenant; provided, however, as noted in the Tenant Improvement Schedule letter dated July 28, 2016 (the “Punchlist”attached hereto as Exhibit B-2). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction Substantial Completion date is a move in date and completion is not an affirmation of which all scopes of work being complete. Prior to substantial completion, the wall, ceilings, floors, and 843078.08/SD374622-00033/8-4-16/MLT/dek Exhibit B-5- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.] lab casework will not materially interfere with Tenant’s use all be installed and occupancy mechanical, plumbing, and electrical connection will be made in the casework. The mechanical and plumbing/process systems will be started up and air will be moving in the space and through the fume hoods. The City Fire and Building officials will have walked the space and granted a Temporary Certificate of Occupancy, allowing lab and office equipment to be moved into the Premises. The Tenant Improvements shall acknowledges and agrees that the following scopes will not be deemed completed at the time of Substantial Completion and XL-JB will require access to be “substantially completed” for the purposes space to complete them: (i) test and balance report; (ii) punchlist generation or completion of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for associated tasks; (aiii) mechanical adjustments fume hood certification; (iv) pre-functional testing of HVAC and items on the Punchlist, plumbing/process systems; (v) smoke control testing; and (bvi) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEfinal building and fire department sign off.

Substantial Completion. Within three SUBSTANTIAL COMPLETION" occurs when all of the following conditions have been satisfied: (3a) receipt of a Certificate of Substantial Completion by Architect on AIA Form G704 (or a substantially similar form) relating to the construction of the Expansion Improvements; (b) Tenant can use the Expansion Improvements for its intended purposes without material interference to Tenant conducting its business days after Landlord notifies Tenant activities; (c) Final Inspection has occurred; (d) Tenant, its employees, agents and invitees have ready access to, and parking (if contemplated by the Plans) for, the Expansion Improvements (but not necessarily on paved surfaces); (e) necessary utilities (not including natural gas) and plumbing are available (availability through temporary facilities will be acceptable for this purpose) in capacities not less than as set forth in the Plans, are connected to mains or other appropriate sources, and all utility meters have been set and activated; (f) receipt of a certificate from an engineer stating that no additional easements are required to be granted for the Tenant benefit of Parcel on which the Expansion Improvements are “substantially completed”is located in order for such Parcel and the improvements located thereon to be provided with access, Landlord utility services and Tenant drainage, as required by the Lease and this Expansion Space Work Letter; (g) receipt of an instrument from Xxxxx/Skyland Joint Venture, Ltd. (or their respective designated representativesits successor) shall conduct a walk-through inspection regarding the Expansion Improvements, in the form described in Section 10.h of the Premises Declaration of Covenants, Conditions, Restrictions and agree Easements described in the definition of "CC&R's" and (h) receipt (at Tenant's sole cost and expense) of evidence that no exceptions to title not set forth on those itemsExhibit B as to the Expansion Improvements and the Parcel on which they are located, if anyexist. At Landlord's request, Tenant will execute and deliver to be included on Landlord a punchlist (the “Punchlist”)written acknowledgment that Substantial Completion has occurred. Punchlist items shall only be those items Acceptance of a type customarily found on an architectural punchlistpossession, the correction and completion of which will not materially interfere with Tenant’s use and or occupancy of the Premises. The Expansion Improvements by Tenant Improvements shall not be deemed to be “substantially completed” for constitute a waiver of Landlord's duties, obligations or warranties expressly set forth in the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by TenantLease. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion use reasonable efforts to give Tenant at least fifteen days' advance notice of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEestimated date on which Substantial Completion is expected to occur and five days' advance notice of any changes to the estimated Substantial Completion date.

Substantial Completion. Within three (3a) business days after Landlord notifies Tenant that shall cause the General Contractor to construct the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection of in the Fifth Floor Premises and agree on those items, if any, to be included on Fourth Floor Premises in accordance with the applicable Approved Final Drawings and in a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction good and completion of which will not materially interfere with Tenant’s use and occupancy of the Premisesworkmanlike manner. The Tenant Improvements for the Fourth Floor Premises shall be deemed to be “substantially completed” for complete on the purposes date that (i) the building officials of this First Amendment to Lease at such time as the applicable governmental agency(s) issues its final approval of the construction of the Tenant Improvements relating to the Fourth Floor Premises as evidenced by a certificate of occupancy or equivalent document permitting Tenant to occupy the Fourth Floor Premises (or such date that such agency(s) would have been completedissued such certificate of occupancy or equivalent document permitting Tenant to occupy the Fourth Floor Premises, except but for any Tenant Delays), or (aii) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date on which Tenant first takes occupancy of substantial completion the Fourth Floor Premises for purposes other than to perform the Tenant’s Pre-Occupancy Work, whichever first occurs (“Substantial Completion”, or “Substantially Completed”, or “Substantially Complete”). Tenant hereby acknowledges and agrees that the term “Substantial Completion” of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXImprovements as used herein will not include the completion of any work associated with Tenant’s Installations, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxincluding without limitation, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEwork related to any requirements of governmental and regulatory agencies with respect to any of Tenant’s Installations.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant At settlement, Seller shall deliver the Property and the appurtenances thereto substantially in accordance with the Condominium Plat and Plans, as may be modified and amended from time to time, with all standard fixtures, appliances, and equipment listed on the attached Schedule A, as well as all Purchaser=s Options listed on the attached Schedule B. Purchaser acknowledges that any measurements shown on the Tenant Improvements Plats and Plans or otherwise quoted by Seller or Agent are “substantially completed”approximations and that actual dimensions may not be exactly as shown. Seller shall not be required to install or provide any fixtures or appliances not actually installed in the Property at the time of Pre-Settlement Inspection pursuant to Section 9, Landlord and Tenant (or their respective designated representatives) unless otherwise agreed in writing to be installed by Seller. Seller shall conduct a walk-through inspection have the absolute right to make minor changes in the dimensions of any portion of the Premises Condominium and agree on to substitute materials, fixtures, equipment, and appliances that Seller determines to be of substantially equal quality or performance as those itemsspecified in the Plat and Plans, if anySchedule A or B hereto, any of the Condominium Instruments, or any sales or marketing documents. Seller further reserves the right, but shall not be obligated, to make changes in construction as may be included on a punchlist (necessitated from time to time due to the “Punchlist”). Punchlist items shall only be those items particular requirements of a type customarily found on an architectural punchlistPurchaser=s or Seller=s mortgage lenders, the correction Veteran=s Administration, or any other governmental authority having jurisdiction over the Property or the Condominium; or as may be otherwise required by material shortages, work stoppages, emergencies, or necessary changes to the Plat and completion Plans discovered in constru ction for reasons of which will not materially interfere with Tenant’s use impossibility, structural soundness, or aesthetics; or as may result from acts of God, labor disputes, fire or other casualty, Seller=s inability to obtain materials and/or labor for any options, decorator selections, or other extra work requested by Purchaser and occupancy approved by Seller, zoning requirements and laws, governmental approvals of any kind, inclement weather, or any other similar or dissimilar causes or reasons beyond the reasonable or practical control of Seller. Any dispute involving delivery of the Premises. The Tenant Improvements Property in accordance with the Plat and Plans and Schedules A and B hereto shall be deemed submitted to be “substantially completed” the Architect for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completedproject, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord whose decision shall complete all Punchlist items within thirty (30) days after the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEbe binding.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that shall cause the Tenant Improvements are “Work to be ---------------------- "substantially completed”" on or before twelve (12) months following the issuance of building permits by the appropriate governmental authorities, Landlord and Tenant (subject to delays caused by strikes, lockouts, boycotts or their respective designated representatives) shall conduct a walk-through inspection other labor problems not directly related to the project, casualties, discontinuance of any utility or other service required for performance of the Premises Work, unavailability or shortages of materials, force majeure as defined in Section 2.3(b) of the Lease Agreement or other problems in obtaining materials necessary for performance of the Work, and agree on those items, if any, also subject to be included on a punchlist "Tenant Delays" (the “Punchlist”as defined and described in Paragraph 6 of this Build-to-Suit Letter). Punchlist items No allowance shall only be those items made for any time lost due to fault of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the PremisesLandlord or Landlord's general contractor. The Tenant Improvements Work shall be deemed to be “"substantially completed” " for all purposes under this Build-to-Suit Letter and the purposes Lease if and when a certificate of this First Amendment occupancy or temporary certificate of occupancy is issued, regardless of any "punch list" items that remain to Lease at such time as be completed. Subject to the Tenant Improvements have been completedDrop Dead provisions of Section 2.3, except for if the Work is not deemed to be substantially completed on or before twelve (12) months following the issuance of building permits by the appropriate governmental authorities, (a) mechanical adjustments Landlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and items on effect subject to Section 2.4, (c) Landlord shall not be deemed to be in breach or default of the PunchlistLease or this Build-to-Suit Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (bd) any long-lead time items requested except in the event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Term shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Term shall be extended by Tenantan equal number of days. At the request of either Landlord or Tenant in the event of such extensions in the Commencement Date and Expiration Date of the Term of the Lease, Tenant and Landlord shall execute and deliver an amendment to the Lease reflecting such extensions. Landlord shall agrees to use reasonable diligence to complete all Punchlist punch-list items within thirty (30) days promptly after the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEcompletion.

Substantial Completion. Within three (3a) As used herein “Substantial Completion,” “Substantially Completed,” and any derivations thereof mean that (i) the Leasehold Improvements have been substantially completed in accordance with the Final CDs as determined by Architect, and (ii) Tenant can lawfully occupy the Premises for business purposes. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping and mechanical adjustments and other “punch-list” items remain to be completed. Tenant shall have the sole responsibility for obtaining any certificate of occupancy (or equivalent). When the Architect considers the Leasehold Improvements to be Substantially Completed, Tenant will notify Landlord and within five (5) business days after Landlord notifies Tenant that the Tenant Improvements are “substantially completed”thereafter, Landlord Landlord’s Representative and Tenant (or their respective designated representatives) Tenant’s Representative shall conduct a walk-through inspection of the Premises and agree on those itemsidentify any necessary touch-up work, if any, to be included on a punchlist (the “Punchlist”). Punchlist repairs and minor completion items shall only be those items of a type customarily found on an architectural punchlist, the correction and that are necessary for final completion of which will not materially interfere with Tenant’s the Leasehold Improvements. Tenant shall use and occupancy of commercially reasonable efforts to cause the Premises. The Tenant General Contractor performing the Leasehold Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist punch-list items within thirty (30) days after agreement thereon. The date upon which Substantial Completion is achieved will be the date of substantial completion of “Substantial Completion Date” as that term is used in the Tenant ImprovementsLease. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXNOTWITHSTANDING THE ABOVE, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDERSUBSTANTIAL COMPLETION OF THE LEASEHOLD IMPROVEMENTS IS NOT A CONDITION TO THE COMMENCEMENT DATE OR TENANT’S USEOBLIGATION TO PAY RENT (OR TO PERFORM ANY OTHER OBLIGATIONS) UNDER THE LEASE).

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that Each Building shall be deemed "Substantially Complete" or to have achieved "Substantial Completion" upon the substantial completion of the Base Building and the Tenant Improvements are “substantially completed”, Landlord in accordance with the Plans and Tenant (or their respective designated representatives) shall conduct a walk-through inspection of Specifications subject only to the Premises and agree on those items, if any, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which minor punch-list items that will not materially interfere with Tenant’s 's use and occupancy of the PremisesPremises for Tenant's permitted use under the Lease. The Tenant Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of Upon substantial completion of the Tenant Improvements, Landlord shall notify Tenant in writing and, within ten (10) business days of Tenant's receipt of such notice, Landlord and Tenant shall conduct a "walk through" inspection of the Premises and prepare a punch-list of known or apparent deficiencies or incomplete work required to be corrected or completed by Landlord pursuant to the Plans and Specifications. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form Landlord, at Landlord's sole cost and expense, shall cause all punch-list items to be repaired or completed as soon as possible, but in no event later than thirty (30) days following the walk through inspection. If Landlord fails to complete any of the punch-list items within such 30day period, then Tenant, in addition to its other rights and remedies under the Lease, after giving ten (10) business days written notice to Landlord, shall have the right, but not the obligation, to cause such punch-list items to be completed, with the cost thereof plus ten percent (10%) for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXTenant's overhead and supervision to be deducted from the next installment(s) of rent or other amounts payable by Tenant under the Lease. Latent or hidden defects shall he brought to Landlord's attention promptly upon Tenant's becoming aware of such defects. Landlord, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxat Landlord's (or General Contractor's where applicable) sole cost and expense, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEshall promptly cause such defects to be repaired following receipt of notice thereof, and Tenant shall have the same rights with respect thereto as set forth herein for all other punch-list items.

Substantial Completion. Within three (3) business days after The Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) Work shall conduct a walk-through inspection of the Premises and agree on those items, if any, be deemed to be included “Substantially Complete” on a punchlist the date that (i) all Landlord Work substantially and materially conforms with the “Punchlist”). Punchlist items shall only be those items Approved Construction Documents (other than any details of a type customarily found on an architectural punchlistconstruction, mechanical adjustment or any other similar matter, the correction and completion noncompletion of which will does not materially interfere with Tenant’s use and or occupancy of the Premises. The Tenant Improvements shall be deemed to be Substitution Space (“substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (aPunch List Items”)) mechanical adjustments and items on the Punchlist, and (bii) any long-lead time items requested all governmental entities having jurisdiction over the Substitution Space have provided written validations and approvals allowing occupancy by Tenant. Time is of the essence in connection with the obligations of Landlord and Tenant under this Work Letter. Except as otherwise provided herein, Landlord shall complete all Punchlist items within thirty not be liable or responsible for any claims incurred (30or alleged) days after by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be the date of substantial completion resulting postponement (if any) of the commencement of rental payments under the Lease and such other rights as are expressly provided in this Ninth Modification. “Tenant ImprovementsDelay” means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including: (i) Tenant’s failure to furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (ii) Tenant’s selection of non-building standard equipment or materials; (iii) changes requested or made by Tenant to previously approved plans and specifications; or (iv) activities or performance of work in the Substitution Space by Tenant or Tenant’s contractor(s) during the performance of the Landlord Work, including without limitation, installation of items removed from the Expanded Premises. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXLandlord hereby agrees to notify Tenant of any anticipated Tenant Delay due to items (i) and (ii) above so that Tenant may decide whether to proceed with such selection or change. To the extent Landlord is delayed in achieving Substantial Completion of the Landlord Work due to the immediately preceding sentence, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEsuch delays shall also constitute Tenant Delay.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that As used herein the Tenant Improvements are “substantially completed”term SUBSTANTIALLY COMPLETE or SUBSTANTIALLY COMPLETED means that, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection in the opinion of Seller's architect, each of the Premises and agree on those following shall have occurred: (i) the Improvements have been completed substantially in accordance with the Plans, subject only to the completion of punch- list items, if any, to be included on a punchlist (none of which may materially affect Purchaser's intended use and enjoyment of the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, Improvements or the correction Land and completion all of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items completed within thirty (30) days after the date of substantial completion the walk-through inspection, as provided below, and (ii) the Improvements have been completed as necessary for the applicable governmental authority to issue a certificate of occupancy for the Improvements allowing Purchaser to occupy the Improvements, and (iii) all utilities required for Purchaser's operations of the Tenant Improvements are in place and operational to the Improvements, including gas, electricity, water, sanitary sewer, and telephone. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form Seller will notify Purchaser of the date that Seller's architect expects the Improvements to be substantially complete, such notice not to be dated more than forty-five (45) or less than thirty (30) days prior to the date that is set forth in such notice for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXthe Improvements to be substantially complete. Upon receipt of notification from Seller's architect that the Improvements are substantially complete, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx XxxxxxxPurchaser shall verbally notify Seller of the date Purchaser intends to make its walk-through inspection of the Improvements to determine punch-list items, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEsuch date to be within five (5) days after Purchaser's receipt of such notice. Seller's architect will accompany Purchaser on the walk-through inspection so as to mutually determine the punch-list of items to be completed or repaired by Seller. Satisfaction of punch-list items or Purchaser's failure to conduct a walk-through inspection will not delay the Closing. At Closing, 150% of the amount which, in the reasonable opinion of Seller's architect, is necessary to complete the punch-list of items remaining to be completed as determined pursuant to this subparagraph will be held back from the funds delivered to Seller and held in escrow by the Title Company. This amount will be delivered to Seller at such time as the punch-list items have been completed. Seller will inform Purchaser of the amount determined by Seller's architect necessary to complete the punch-list items, and Purchaser may reasonably object to same. Nonetheless, Seller will be responsible for paying the entire cost of completing the punch-list items, even if such costs exceed the 150% holdback.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that the Tenant Improvements are shall use its reasonable efforts to “substantially completed”complete” the Premises by the Phase I Target Date and the Phase II Target Date, respectively, provided that such dates shall be extended for the number of days that Tenant fails to satisfy its obligations under Section 35. “Substantially complete” means that: (i) the construction of the improvements described in Section 35 has been completed so that Tenant can use the Phase I Premises or Phase II Premises, as applicable, for its intended purposes without material interference to Tenant conducting its ordinary business activities, (ii) the Phase I Premises or the Phase II Premises, as applicable, have been approved for occupancy by governmental authorities having jurisdiction and a certificate of occupancy or temporary certificate of occupancy has been issued for the Phase I Premises or the Phase II Premises, as applicable, (iii) Tenant has ready access to the Building and the Phase I Premises or the Phase II Premises, as applicable, through the lobby, hallways and elevators, (iv) the Phase I Premises or the Phase II Premises, as applicable, are ready for installation of any equipment, furniture, fixtures or decoration that Tenant will install, and (v) the Phase I Premises tenant finish work or the Phase II Premises tenant finish work, as applicable, has been installed and completed in a good and workmanlike manner and in compliance with all laws, rules, regulations and ordinances. Landlord shall keep Tenant advised as to its progress with regard to “substantially completing” the Phase I Premises by the Phase I Target Date and Tenant with regard to “substantially completing” the Phase II Premises by the Phase II Target Date. Notwithstanding the foregoing, the requirements of subsection (or their respective designated representativesii) shall conduct a walk-through inspection be deemed satisfied if all of the Premises other subsections have been satisfied and agree on those itemsthe government approval is delayed as a result of the installation of furniture, fixtures or equipment which is not included and is a part of Tenant’s responsibilities under Section 35 below. Notwithstanding anything in this Lease to the contrary, if any, to be included substantial completion has not occurred for the Phase I Premises on a punchlist or before the date that is 165 days following the Effective Date (the “PunchlistRequired Phase I Delivery Date”). Punchlist items shall only be those items , and such delay is not a result of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements shall be deemed to be “substantially completed” Caused Delay (as defined herein) or for the purposes any reason listed in Section 27 of this First Amendment to Lease at such time as Lease, then Tenant will receive a day for day rent credit following the Tenant Improvements have been completedPhase I Commencement Date for each day that the Phase I Commencement Date is delayed beyond the Required Phase I Delivery Date. For example, except for (a) mechanical adjustments and items on if the PunchlistRequired Phase I Delivery Date is June 15, 2007, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion of Phase I Commencement Date occurs on July 20, 2007, then Tenant will receive a 35 day rent credit following the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEPhase I Rent Commencement Date.

Substantial Completion. At such time as Seller in good faith believes the Perimeter Improvements have been Substantially Completed, Seller shall deliver to Buyer the following items with respect to the Perimeter Improvements: (i) a certificate from the current architect for the Perimeter Improvements (the “Perimeter Architect”) certifying to Buyer that the Perimeter Improvements have been substantially completed on AIA Form G704, subject to Punch-List Items; (ii) a temporary certificate of occupancy and all other certificates, licenses, consents and approvals required for the use and operation of the Perimeter Improvements, issued by the appropriate governmental authorities (other than a final certificate of occupancy); (iii) an executed “Letter of Understanding” attached as Exhibit “C” to the Channeladvisor Lease; (iv) to the extent available (unless such unavailability is the result of defects in the Perimeter Improvements or deviations thereof from the Perimeter Plans and Specifications), a certification or acknowledgement from the applicable engineer or engineers for the Perimeter Improvements stating that, in regard to the material/controls inspections and based on the material/controls inspection reports (the “Controls Inspection Reports”), the Perimeter Improvements have been Substantially Completed in accordance with the Perimeter Plans and Specifications; and (v) lien releases and lien waivers evidencing that all work performed and materials supplied for the Perimeter Improvements has been paid to date (collectively, the “Preliminary Completion Items”). Within three ten (310) business days after Landlord notifies Tenant that Seller has delivered to Buyer all of the Tenant Improvements are Preliminary Completion Items, Seller, Buyer, Buyer’s agents and representatives, the Perimeter Architect and an architect selected by Buyer (the “substantially completedBuyer Architect”, Landlord and Tenant (or their respective designated representatives) shall conduct a final walk through of Perimeter Four and the Perimeter Improvements to assess the status of completion of the Perimeter Improvements (the “Walk-Through”). During such walk-through inspection of the Premises Property, Seller and agree on those items, if any, to be included on Buyer (acting in good faith and in a punchlist commercially reasonable manner) shall list any Punch-List Items (the “Punchlist”as defined below). Punchlist items “Substantial Completion” and “Substantially Completed”, as applicable, shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy mean (i) all of the Premises. The Tenant Improvements Preliminary Completion Items have been delivered to Buyer, (ii) the Buyer Architect shall be deemed have confirmed to be “substantially completed” for Buyer that the purposes of this First Amendment to Lease at such time as the Tenant Perimeter Improvements have been substantially completed, except for (a) mechanical adjustments and items on the Punchlistsubject to Punch-List Items, and (biii) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion construction of the Perimeter Improvements has been completed in accordance with Section 14.32(a) of this Agreement, subject only to Punch-List Items that (A) are estimated by the Perimeter Architect and the Buyer Architect to cost less than $500,000.00 in the aggregate to complete and correct, and (B) do not, individually or collectively, (x) have an adverse effect on the operation of Perimeter Four or the occupancy of any Tenant Improvementstherein or (y) result in any offset against or reduction of rent payable to Buyer under the Leases. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form Seller shall achieve Substantial Completion no later than December 31, 2015, subject to Force Majeure Delays (as defined below). Buyer shall be solely responsible for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXthe fees and costs of the Buyer Architect, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEand Seller shall have no responsibility therefor.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection Substantial Completion” of the Premises Landlord Work shall be deemed to have occurred (and agree on those items, if any, the Landlord Work shall be deemed to be included on a punchlist (the “PunchlistSubstantially Complete”). Punchlist items shall only be those items , on the date that (i) all Landlord Work has been performed in accordance with the terms of a type customarily found on an architectural punchlistthis Exhibit C, other than any details of construction, mechanical adjustment or any other similar matter, the correction and non-completion of which will does not materially interfere with Tenant’s lawful use of, or access to, the Premises for first-class business office use; (ii) Landlord has obtained and delivered to Tenant a permanent or temporary certificate of occupancy with respect to the Premises, except to the extent the same cannot be obtained by reason of the Premisesincompletion of installations or other work that is the responsibility of Tenant, such as, but not limited to, the installation and making operational of Tenant’s furniture systems and telecommunications equipment, in which case Landlord shall obtain the same within a reasonable time after the same can be obtained; and (iii) Landlord satisfies the Delivery Conditions, as defined in Section 11 below. The When Landlord believes the Landlord Work is Substantially Complete, Landlord shall notify Tenant Improvements thereof in writing and Tenant’s and Landlord’s construction representatives shall at a mutually convenient date and time conduct a joint walk-through of the Premises in order to review the Landlord Work. Notwithstanding anything to the contrary herein contained, if the Landlord Work is delayed by reason of any Tenant Delay, then the Landlord Work shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items Substantially Complete on the Punchlistday that Landlord would have achieved Substantial Completion of the Landlord Work but for such Tenant Delay. Based upon said walk-through, Landlord’s and (b) Tenant’s construction representative shall prepare a “punch-list.” setting forth any items of the Landlord Work which are incomplete or not in accordance with the Plans or the requirements hereof, and, subject to Tenant Delays, causes beyond Landlord’s reasonable control and long-lead time items requested by Tenant. items, Landlord shall complete all Punchlist such “punch-list” items within thirty forty-five (3045) days after the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEsuch joint walk-through.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection Substantial Completion of the Premises Shell Improvements” as used in this Tenant Work Letter shall mean: (1) the Shell Improvements and agree on those items, if any, to be included on a punchlist the Parking Facilities are substantially complete in substantial accordance with Exhibit B-1 (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the PunchlistSurface Lot A, and (b) any long-lead time items requested by Tenant. which Landlord shall complete all Punchlist items within thirty (30in accordance with Section 6.1.1 below and the “Punch List Items,” as hereinafter defined, which Landlord shall complete in accordance with Section 6.3 below) days after to the date extent necessary to allow Tenant to obtain a certificate of substantial occupancy or temporary certificate of occupancy upon completion of the Tenant Improvements. EXHIBIT , (2) the Shell Improvements and the Parking Facilities are substantially in compliance with all applicable laws as evidenced by an architect’s certificate of substantial completion and a civil engineer’s letter of concurrence, (3) all of the Building Systems to be constructed by Landlord in accordance with Exhibit B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form are in good working order, (4) Tenant has been delivered uninterrupted access to the Premises, and access to the other required portions of the Building and the common areas, in all events sufficient to allow Tenant to conduct its business operations from the Premises (after Tenant’s completion of the Tenant Improvements); (5) the delivery by Landlord of a final inspection sign-off for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXthe Shell Improvements and the Parking Facilities (or other similar governmental sign-off adequate to allow Tenant to commence construction of the Tenant Improvements after Tenant has received its building permit for the Tenant Improvements), XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxand (6) the completion of the paving, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEsidewalks, lighting, curbs, gutters, storm drains, sewers, landscaping, lighting and irrigation within such portion of the common areas as is reasonably necessary to allow access to the Building and to allow tenants of the Building to be open to the public, all in accordance with applicable laws.

Substantial Completion. Within three For purposes of the Lease and this Work Letter, “Substantial Completion” of the Landlord Improvements to the Premises shall mean the date upon which Landlord shall deliver to Tenant (3a) business days after fully signed permit card(s) for the Landlord notifies Improvements to the Premises that legally allow Tenant that to fully occupy and ship/receive product at the Premises; and (b) an AIA G704-2000 Certificate of Substantial Completion signed by Landlord’s architect with respect to the Landlord Improvements to the Premises. Notwithstanding anything to the contrary contained in the Lease or this Work Letter (including the provisions of Section 2.04 of the Lease) and Tenant’s right to construct the Additional Tenant Improvements, Tenant’s Early Access rights and rights to construct the Additional Tenant Improvements are “substantially completed”, is expressly conditioned upon (i) Tenant cooperating with Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection General Contractor and any subcontractors engaged in the completion of the Landlord Improvements, and (ii) Tenant and Tenant’s Agents (hereinafter defined) not interfering with Landlord or General Contractor or such subcontractors access to or work in the Premises and agree on those items, if any, to be included on a punchlist (or the “Punchlist”)construction of the Landlord Improvements. Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with If at any time Tenant’s use and and/or occupancy during Tenant’s exercise of the Premises. The Early Access rights or construction of the Additional Tenant Improvements causes or threatens to cause any delay or interference with the completion of the Landlord Improvements, Landlord has the right to immediately revoke Tenant’s privilege to access, use and/or partially occupy the Premises for Early Access or to construct the Additional Tenant Improvements and such interference actually caused by Tenant shall be deemed a “Tenant Delay.” Tenant agrees that such Early Access and the construction of the Additional Tenant Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete governed under all Punchlist items within thirty (30) days after the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXterms, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxcovenants, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEconditions and provisions of the Lease and this Work Letter.

Substantial Completion. Within three The Premises shall be Substantially Completed on or before January 1, 2002, subject to the provisions of paragraph (3d) business days after Landlord notifies Tenant that of this Section. All construction shall be done in a good and workmanlike manner, materially in accordance with the Approved Construction Documents and shall comply at the time of completion with all applicable laws and requirements of the governmental authorities having jurisdiction. "Substantial Completion" of the Premises shall mean, with regard to the Premises and the Tenant Improvements are “substantially completed”Improvements: (i) Landlord's architect (the "Architect") has issued a certificate stating that all work except punchlist items have been completed materially in accordance with the Approved Construction Documents and (ii) a temporary certificate of occupancy has been issued by the City of Chesapeake, Landlord Virginia for the subject Building, other than with respect to the installation of the Tenant's Work and subject to punch list items. Landlord, Tenant (or their respective designated representatives) and the General Contractor shall conduct in conjunction with the Commencement Date do a walk-through "walk thru" inspection of the Premises to determine a punch list and agree on those a reasonable date for the completion of such items, if any, not to be included on exceed sixty (60) days. Landlord will diligently pursue the open items in the temporary certificate of occupancy in order to obtain a punchlist (final certificate of occupancy at the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and earliest practicable date after completion of which will not materially interfere with the Tenant Improvements. Tenant’s use and 's occupancy of the Premises. The Tenant Improvements Building shall be deemed to be “substantially completed” constitute acceptance thereof for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on commencement of the PunchlistPayment of Rent, and (b) any long-lead time other than as to open items requested determined by Tenantthe parties upon such occupancy. Landlord Tenant shall complete all Punchlist items within have thirty (30) days after the date of substantial completion its occupancy of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEPremises to notify and discuss supplementary punch list items it believes require correction or repair with Landlord.

Substantial Completion. Upon Substantial Completion of the Landlord Work, Landlord shall deliver the Premises and "Base Building", as that term is defined below, to Tenant, and Tenant shall accept the Premises and Base Building from Landlord in their then existing "as-is" condition, subject to the terms and condition contained in the Lease and Landlord's Construction Warranty (defined below). The "Base Building" shall consist of those portions of the Premises which were in existence prior to the construction of the Tenant Improvements in the Premises (including the Landlord Work). Landlord's contractor shall be designated and retained by Landlord to construct the Landlord Work. For purposes of this Lease, "Substantial Completion" of the Landlord Work in the Premises shall occur upon the completion of construction of all of the Landlord Work in the Premises in accordance with the Base Building Specifications and all applicable Legal Requirements and Private Restrictions in effect as of the date of Substantial Completion (as the same shall be certified by Landlord's architect to Landlord and Tenant) and Landlord’s receipt of all required sign-offs directly related to the Landlord Work by applicable governmental authorities with jurisdiction over the Project, with the exception of any Punch List Items that do not materially impair Tenant from commencing construction of the Tenant Improvements, the Tenant Improvements and any tenant fixtures, work-stations, built-in furniture or equipment to be installed by Tenant. Notwithstanding the foregoing, in the event that a sign-off by a governmental authority cannot be obtained as a result of Tenant's particular use of the Premises or any additional work to be performed by or on behalf of Tenant outside of the scope of the Landlord Work (including, without limitation, the installation of any of the Tenant Improvements and/or Tenant's trade fixtures or equipment), then the receipt of such sign-offs by the applicable governmental authority shall not be required for Substantial Completion of the Landlord Work to occur (and only the certification by Landlord's architect shall be required). In the event of any dispute between Landlord and Tenant as to whether Substantial Completion of the Landlord Work has occurred, the sign-off and approval of the Landlord Work by the municipal building inspector shall be conclusive. Within three ten (310) business days after Substantial Completion of the Landlord notifies Work (as reasonably determined by Landlord), Tenant that the Tenant Improvements are “substantially completed”, and Landlord and Tenant (or their respective designated representatives) shall jointly conduct a walk-through inspection of the Premises and agree on those itemsshall jointly prepare a punch list ("Punch List") of items needing additional work ("Punch List Items"); provided, if any, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlisthowever, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements Punch List shall be deemed limited to be “substantially completed” for items which are required by the purposes of this First Amendment Base Building Specifications and any other changes mutually agreed to Lease at such time as in writing by the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenantparties. Landlord shall complete all Punchlist items within agrees to repair the Punch List Items promptly following the joint walk through but, in no event, later than thirty (30) days after thereafter; provided, however, if any item on the Punch List cannot reasonably be corrected or remedied within such 30-day period, then Landlord shall have such additional time as shall be reasonably necessary to correct or remedy such item; provided, further, that the Punch List shall have no effect on Substantial Completion. If Landlord and Tenant are unable to conduct such walk-through within such ten (10) business day period due to scheduling conflicts, then the parties shall conduct the walk-through as soon as reasonably practical; provided, however, in no event shall the date of substantial completion of Substantial Completion and/or the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USECommencement Date be impacted to accommodate such walk-through.

Substantial Completion. Within three As used herein, “Substantial Completion” shall mean (3and the Premises shall be deemed “Substantially Complete”) business days after Landlord notifies when (i) the City of Seattle has given final approval in writing that all TI Work under the construction permit has been completed, (ii) installation of the TI Work has occurred in accordance with the Working Drawings, subject only to punch-list items described below, and (iii) basic services as required under the Lease are available to the Premises. Notwithstanding the foregoing, Substantial Completion shall be deemed to have occurred on the date on which Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection takes occupancy of the Premises and agree on those items, if any, commences to be included on a punchlist (the “Punchlist”)do business therein. Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements Substantial Completion shall be deemed to have occurred even if a “punch-list” or similar corrective work remains to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within Within thirty (30) days after the date of substantial completion Tenant commences occupancy of the Premises, Landlord, Tenant, and the Tenant’s Architect shall prepare a “punch-list” which shall consist of the items that have not been, but should have been, finished or furnished by Tenant Improvementsprior to such date. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form Tenant shall proceed diligently to complete, or cause the TI Contractor to complete, all punch-list items, except for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXthose punch-list items related to the Landlord’s Work which Landlord shall proceed diligently to complete, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEor cause its contractor to complete. Tenant shall require reasonable retainage in the TI Construction Contract and shall not release all of the retainage to the TI Contractor until such time as Tenant reasonably believes all punch-list items have been completed. Release of any retainage shall not release or relieve Tenant of the obligation to cause all punch-list items to be completed and the Premises to be in the condition as required under this Lease.

Substantial Completion. Within three (3) business days after Landlord notifies Tenant that “Substantial Completion” of each Sub-Phase shall be deemed to have occurred upon the completion of construction of the relevant Landlord’s Work and Seismic Work related to such Sub-Phase and the Tenant Improvements are for such Sub-Phase, as evidenced by a Certificate of Substantial Completion executed by Architect, and receipt of final signed-off “substantially completed”, Landlord and Tenant job cards” or “inspection cards” from the City of Oakland covering such Sub-Phase subject only to correction or completion of any punch list items (or their respective designated representatives) shall conduct a walk-through inspection of the Premises and agree on those items, if any, to be included on a punchlist (the “PunchlistPunchlist Items”). Punchlist , which items shall only be those may include items of missing, incomplete or defective work or materials or mechanical maladjustments that are of such a type customarily found on an architectural punchlist, the correction and completion of which will nature that they do not materially material interfere with TenantXxxxxx’s use and occupancy of the Premises. The Prior to Substantial Completion, Landlord and Tenant Improvements shall mutually inspect the Premises included in each Sub-Phase and perform a walk-through of the applicable Sub-Phase to draw up a list of the Punchlist Items (which Punchlist Items shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments accepted in writing by Landlord and items on the Punchlist, and (b) any long-lead time items requested by Tenant). Landlord shall use commercially reasonable efforts to complete all the Punchlist items Items within thirty (30) days after thereafter; provided, however, such time period may be extended to a period of ninety (90) days for Punchlist Items that cannot be commercially reasonably completed with diligence within thirty (30) days. Landlord shall cooperate with Tenant to allow Tenant access to the date of substantial completion Sub-Phase so being delivered immediately prior to Substantial Completion to enable Tenant to commence certain operational readiness activities, such as lighting network, testing connections, installing furniture, fixtures, equipment, when reasonably practicable; so long as such entry does not interfere with Landlord’s work in the Premises or in the Building; provided, however, (a) the provisions of the Lease, other than with respect to the payment of Base Rent or Additional Rent, shall apply during such early entry, including, but not limited to, the provisions relating to Tenant’s indemnification of Landlord, (b) prior to any such entry, Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXshall provide evidence of the insurance to be provided by Tenant pursuant to the Lease, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxand (c) Tenant’s early access and activities shall not be permitted to interfere with the schedule for, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEor undertaking of, any work being performed by Landlord in the Premises and in the Building and Tenant shall coordinate with Landlord and Landlord’s contractor(s) to ensure that no such interference occurs.

Substantial Completion. Within three “Substantial Completion” or “Substantially Completed” as used herein shall mean both (3i) business days after Landlord notifies delivery of a factually correct written notice to Tenant that of the completion of construction of the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection of in the Premises substantially in accordance with the approved T.I. Plans and agree on those Specifications with the exception of minor details of construction installation, decoration, or mechanical adjustments and punchlist items, if any, to be included on a punchlist (the “Punchlist”). Punchlist which items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use of any portion of the Premises for the use set forth in Section 5.1 of this Lease, such notice to be in substantially the form of Attachment “A” hereto, (ii) the City of Carlsbad has issued a final inspection approval, certificate of occupancy (or equivalent), a temporary certificate of occupancy (or equivalent) or other equivalent authorization, or Tenant has occupied and occupancy obtained the beneficial use of the Premises, and (iii) the Premises is vacant and broom clean. The Tenant Improvements Substantial Completion shall be deemed to have occurred notwithstanding the requirement to complete “punchlist” items or similar minor corrective work. Tenant agrees that if Landlord shall be delayed in causing such work to be Substantially Completed as a result of any of the events described herein (or elsewhere in the Lease) as a “substantially completedTenant Delay,” for then such delay shall be the responsibility of Tenant. In any such event, Substantial Completion shall be deemed to have occurred the earlier of: (a) the date of Substantial Completion or (b) the date when Substantial Completion would have occurred if there had been no Tenant Delay. Landlord shall not be required to work on an overtime basis. For the purposes of this First Amendment Work Letter, a “Tenant Delay” is defined as any delay that actually delays Substantial Completion and directly results from: (1) Tenant’s failure to Lease at comply with any time frames set forth herein or in the Lease, (2) any changes in any stage of the T.I. Plans and Specifications requested by Tenant after Landlord’s and Tenant’s approval of such time stage, including, without limitation, any Change Order or changes made to reduce the Preliminary Pricing Plan or the Estimated Construction Cost, (3) Tenant’s failure to furnish any documents required herein or approve any item or any cost estimates, the Preliminary Pricing Plan, the Estimated Construction Costs or any Change Orders, as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlistrequired, and within the time frame set forth herein, (b4) Tenant’s request for materials, finishes, or installations other than Landlord’s Building Standard items that Landlord previously informed Tenant would delay Substantial Completion and which actually do delay Substantial Completion, (5) Tenant’s failure to timely perform any act or obligation imposed on Tenant by the Lease or this Work Letter as and when requested thereunder or hereunder, (6) Tenant’s failure to assemble its systems furniture to satisfy fire and building inspector requirements to procure a certificate of occupancy (or equivalent); or (7) any long-lead time items requested other delay otherwise caused by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion , its officers, directors, owners, agents, invitees, permittees, employees or contractors which operates to delay Landlord’s Substantial Completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEas reasonably determined by Landlord.

Substantial Completion. Within three The Premises shall be Substantially Completed on or before February 15, 2001, subject to the provisions of paragraph (3d) business days after Landlord notifies Tenant that of this Section. All construction shall be done in a good and workmanlike manner, materially in accordance with the Approved Construction Documents and shall comply at the time of completion with all applicable laws and requirements of the governmental authorities having jurisdiction. "Substantial Completion" of the Premises shall mean, with regard to the Premises and the Tenant Improvements are “substantially completed”Improvements: (i) Landlord's architect (the "Architect") has issued a certificate stating that all work except punchlist items have been completed materially in accordance with the Approved Construction Documents and (ii) a temporary certificate of occupancy has been issued by the City of Chesapeake, Landlord Virginia for the subject Building, other than with respect to the installation of the Tenant's Work and subject to punch list items. Landlord, Tenant (or their respective designated representatives) and the General Contractor shall conduct in conjunction with the Commencement Date do a walk-through "walk thru" inspection of the Premises to determine a punch list and agree on those a reasonable date for the completion of such items, if any, not to be included on exceed sixty (60) days. Landlord will diligently pursue the open items in the temporary certificate of occupancy in order to obtain a punchlist (final certificate of occupancy at the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and earliest practicable date after completion of which will not materially interfere with the Tenant Improvements. Tenant’s use and 's occupancy of the Premises. The Tenant Improvements Building shall be deemed to be “substantially completed” constitute acceptance thereof for the purposes of this First Amendment the commencement of the Payment of Rent and other than as to Lease at open items determined by the parties upon such time as the occupancy. Tenant Improvements shall have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion its occupancy of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEPremises to notify and discuss supplementary punch list items it believes require correction or repair with Landlord.

Substantial Completion. Within three Substantial Completion" or "Substantially Completed" as used herein shall mean both (3a) business days after delivery of written a certificate of Landlord notifies to Tenant that certifying the completion of construction of the Tenant Improvements are “substantially completed”in the Premises pursuant to the approved Construction Documents with the exception of minor details of construction installation, decoration, or mechanical adjustments and punchlist items as certified to by Landlord and Tenant (or their respective designated representativesb) shall conduct a walk-through inspection the issuance by the City of the Premises and agree on those items, if any, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items Carlsbad of a type customarily found on an architectural punchlistcertificate of occupancy, a temporary certificate of occupancy or some other authorization necessary to permit Tenant to occupy and receive the correction and completion of which will not materially interfere with Tenant’s beneficial use and occupancy of the Premises. The Substantial Completion shall be deemed to have occurred, and completion of the Tenant Improvements shall be deemed to have occurred, notwithstanding the requirement to complete "punchlist" items or similar corrective work. Tenant agrees that if Landlord shall be “substantially completed” delayed in causing such work to be Substantially Completed as a result of any of the events as defined below (referred to herein as a "Tenant Delay"), then such delay shall be the responsibility of Tenant, and will result in the Commencement Date of the Term or, as applicable, the commencement of any portion of Tenant's Base Monthly Rent obligations hereunder being the earlier of: (i) Tenant's opening of the Premises for business; (ii) the date of Substantial Completion or (iii) the date when Substantial Completion would have occurred if there had been no Tenant Delay, providing that Landlord shall not be required to work on an overtime basis in order to bring the Premises to Substantial Completion. For the purposes of this First Amendment to Lease at such time Work Letter, a Tenant Delay is defined as the Tenant Improvements have been completed, except for follows: (a) mechanical adjustments and items on Tenant's failure to comply with any time frames set forth herein or in the PunchlistLease, and (b) any long-lead time items changes in the Construction Documents after the dates set forth in Section 1.2 of Exhibit C requested by Tenant after Landlord's and Tenant. Landlord shall complete all Punchlist items within thirty 's approval of the Construction Documents, including, without limitation, any changes made to reduce the Cost Quotation pursuant to Section 3.2.2 of this Work Letter, (30c) days after Tenant's failure to furnish any documents required herein or approve any item or any cost estimates as required herein, (d) Tenant's request for materials, finishes, or installations other than Landlord's Building Standard items, (e) Tenant's failure to perform any act or obligation imposed on Tenant by the date of substantial completion Lease or this Work Letter as and when requested thereunder or hereunder, or (f) any other delay otherwise caused by Tenant, its agents, employees or contractors which operates to delay Landlord's Substantial Completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEas reasonably determined by Landlord.

Substantial Completion. Within three For purposes hereof, the phrase "substantial completion" means (3i) business days the completion (as determined, in the event of a dispute, in accordance with AIA standards) of the construction work to be performed by Landlord pursuant to the "Plans" (as defined in Exhibit C, "Construction Provisions," attached hereto), except for such items that constitute minor defects or adjustments which can be completed after occupancy by Tenant without causing any material interference with Tenant's use of the Premises (so-called "punch list" items) (ii) Landlord notifies has obtained a Certificate of Occupancy, or a Temporary Certificate of Occupancy, or the equivalent, for that portion of the Building that includes all of the Premises, (iii) The parking spaces alloted to Tenant that pursuant to the Parking License Agreement have been made available for Tenant's use, (iv) Tenant Improvements has been given sufficient prior access to the Premises in order to install its light fixtures, telephones and communications systems and trade fixtures, (v) Tenant has been tendered continuous and uninterrupted access to the Premises, (vi) Tenant has received the non-disturbance agreement signed by Landlord and its Mortgagee, as required by Article 30, and (vii) All of the Building Systems are “operational to the extent necessary to service the Premises. Notwithstanding the foregoing, in the event of a dispute between Tenant and Landlord as to the date of substantial completion of the Premises, Tenant shall nevertheless commence the payment of Rent hereunder as of the date of Landlord's determination, but such payment shall be without prejudice to Tenant's right to demand, by written notice to Landlord, arbitration of such dispute by arbitration conducted in Los Angeles, California pursuant to the rules then obtaining of the American Arbitration Association. Except as expressly set forth above, no other dispute under this Paragraph 3(b) shall be determined by or submitted to arbitration. The arbitration conducted hereunder shall be conducted in accordance with the terms and conditions set forth in Article 45 hereof. If, pursuant to such arbitration, it shall be determined in such proceeding to have been overpaid with regard to the matter in dispute together with interest at the Agreed Rate. On or about the date when Landlord has substantially completed”, completed all work to be performed by Landlord in the Premises. Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection of inspect the Premises and agree on those items, if any, to be included on a punchlist (the “Punchlist”). Punchlist all punch list items shall only be those items of noted in writing on Landlord's punch list form. In addition, Tenant shall submit a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements shall be deemed final punch list to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date Commencement Date. As soon thereafter as conditions permit, Landlord shall complete all such punch list items. If Tenant shall do any act which would increase Landlord's cost of substantial completing any such punch list items then Tenant shall pay such increase in Landlord's costs upon its receipt of invoice therefor from Landlord. Upon Landlord's completion of such punch list items, Landlord and Tenant shall reinspect the Premises with regard to all punch list items previously noted and shall indicate on Landlord's punch list form if such items have been satisfactorily completed. Tenant's failure to reinspect any such punch list items with fifteen (15) days after Landlord's written request to do so shall constitute an acceptance by Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEof such items as being satisfactorily completed.

Substantial Completion. Within three (3) business days after The Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) Work shall conduct a walk-through inspection of the Premises and agree on those items, if any, be deemed to be included “Substantially Complete” on a punchlist the date that all Landlord Work (the “Punchlist”). Punchlist items shall only be those items other than any details of a type customarily found on an architectural punchlistconstruction, mechanical adjustment or any other similar matter, the correction and completion noncompletion of which will does not materially interfere with Tenant’s use and or occupancy of the Premises) has been performed and Landlord has obtained a temporary or final Certificate of Occupancy for the Premises from the City of Austin (or Landlord would otherwise be able to obtain such a certificate but for work not then completed by Tenant’s contractors, vendors, employees or agents). The Time is of the essence in connection with the obligations of Landlord and Tenant Improvements under this Work Letter. Landlord shall not be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedies for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be deemed to be (i) the resulting postponement (if any) of the commencement of rental payments under the Lease and (ii) the rights expressly provided Tenant in Section 3.A of the Lease. “substantially completedTenant Delay” for means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the purposes Substantial Completion of this First Amendment to Lease at such time as the Tenant Improvements have been completedLandlord Work, except for including: (a) mechanical adjustments and items on Tenant’s failure to furnish information or approvals within any time period specified in the PunchlistLease, and including the failure to prepare or approve preliminary or final plans by any applicable due date; (b) any longTenant’s selection of non-lead time items building standard equipment or materials, but only to the extent the availability of such materials differs from the availability of building standard equipment or materials; (c) changes requested or made by Tenant to previously approved plans and specifications; (d) activities or performance of work in the Premises by Tenant or Tenant. Landlord shall complete all Punchlist items within thirty (30’s contractor(s) days after during the date of substantial completion performance of the Landlord Work, or (e) any acts or omissions of Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form that delay or prohibit Landlord from obtaining a Certificate of Occupancy for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEthe Premises.

Substantial Completion. Within three “Substantial Completion” or “Substantially Completed” as used herein shall mean all of the following have occurred: (3i) business days after Landlord notifies delivery of a factually correct written notice to Tenant that of the completion of construction of the Tenant Improvements in the Premises substantially in accordance with the approved T.I. Plans and Specifications with the exception of minor details of construction installation, decoration, or mechanical adjustments, punchlist items and any work relating to the backup generator as set forth in Section 29.35 of the Lease and/or Tenant’s Hazardous Materials storage container as set forth in Section 29.33 of the Lease (irrespective of whether such item(s) are installed by Tenant during the Early Access Period as part of Tenant’s Work), such notice to be in substantially the form of Attachment “substantially completed”A” hereto, Landlord and Tenant (ii) expiration of the Early Access Period (as defined in Section 5.1) (iii) the City of Carlsbad has issued a final inspection approval, certificate of occupancy (or their respective designated representativesequivalent), a temporary certificate of occupancy (or equivalent) shall conduct a walk-through inspection of or other equivalent authorization, or Tenant has occupied and obtained the Premises and agree on those items, if any, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s beneficial use and occupancy of the Premises. The Xxxxxx agrees that if Landlord shall be delayed in causing such work to be Substantially Completed as a result of any of the events described herein (or elsewhere in the Lease) as a “Tenant Improvements Delay,” then such delay shall be the responsibility of Tenant. In any such event, Substantial Completion shall be deemed to have occurred the earlier of: (a) the date of Substantial Completion or (b) the date when Substantial Completion would have occurred if there had been no Tenant Delay. Landlord shall not be “substantially completed” for required to work on an overtime basis. For the purposes of this First Amendment Tenant Work Letter, a “Tenant Delay” is defined as any delay directly or indirectly resulting from: (1) Tenant’s failure to comply with any time frames set forth herein or in the Lease at such time as (including the Tenant Improvements have been completed, except deadline set forth in Section 3.3.1 for Tenant’s approval of the Space Plan); (a) mechanical adjustments and items on the Punchlist, and (b2) any long-lead time items changes in any stage of the T.I. Plans and Specifications requested by Tenant after Landlord’s and Tenant. Landlord shall complete all Punchlist ’s approval of such stage, including, without limitation, any Change Order or changes made to reduce the Estimated Construction Cost; (3) Tenant’s failure to timely furnish any documents required herein or to timely approve any item or any cost estimates, the Estimated Construction Costs or any Change Orders, as required herein; (4) Tenant’s request for materials, finishes, or installations other than Landlord’s Building Standard items within thirty (30and with specific reference to any delays resulting from the design and/or installation of the backup generator as set forth in Section 29.35 of the Lease and/or Tenant’s Hazardous Materials storage container as set forth in Section 29.33 of the Lease ); (5) days after Tenant’s failure to timely perform any act or obligation imposed on Tenant by the date Lease or this Tenant Work Letter as and when requested thereunder or hereunder; (5) Tenant’s failure to assemble its systems furniture to satisfy fire and building inspector requirements to procure a certificate of substantial completion occupancy (or equivalent); or (6) any other delay otherwise caused by Tenant, its officers, directors, owners, agents, invitees, permittees, employees or contractors which operates to delay Landlord’s Substantial Completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEas reasonably determined by Landlord.

Substantial Completion. Within three As used herein, "Substantial Completion" shall mean (3and each floor of the Premises shall be deemed "Substantially Complete") business days after Landlord notifies Tenant that the Tenant when (i) installation of Building Standard Improvements are “substantially completed”, Landlord and Tenant Extra Improvements in such portion of the Premises has occurred, to the extent such improvements can, in Landlord's reasonable judgment, be installed within the timeframe for completion of Building Standard Improvements, (ii) Tenant has direct access to the elevator lobby on the floor (or their respective designated representativesfloors) where the Premises are located, (iii) Basic Services are available to the Premises, and (iv) the City of Bellevue has issued a temporary or permanent certificate of occupancy permitting Tenant to occupy such portion of the Premises for the Permitted Use or has taken such other action as may be customary to permit occupancy or use thereof for the Permitted Use. Notwithstanding the foregoing, Substantial Completion shall conduct a walk-through inspection be deemed to have occurred on the date on which Xxxxxx takes occupancy of the Premises and agree on those items, if any, commences to be included on a punchlist (the “Punchlist”)do business therein. Punchlist items shall only be those items of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy of the Premises. The Tenant Improvements Substantial Completion shall be deemed to have occurred even if a "punch-list" or similar corrective work remains to be “substantially completed” for . Within ten (10) days after Landlord delivers possession of the purposes of this First Amendment Premises to Lease at such time as the Tenant Improvements have been completedTenant, except for (a) mechanical adjustments and items on the PunchlistLandlord, Tenant, and the Landlord's Architect shall prepare a "punch-list" which shall consist of the items that have not been, but should have been, finished or furnished prior to such date or which do not conform to the TI Working Drawings or the Base Building Drawings (b) any long-lead but only to the extent that the Base Building Improvements were not complete at the time items requested by of Tenant's inspection under Paragraph 8 above). ----------- Landlord shall complete and furnish all Punchlist punch-list items within thirty (30) days after Substantial Completion or as soon thereafter as is possible with the date exercise of substantial completion of due diligence. The cost thereof shall be borne by the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXGeneral Contractor under its contract to construct the Base Building Improvements or Upgrades, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxor the TI Contractor under the TI Construction Contract, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEas the case may be.

Substantial Completion. Within three SUBSTANTIAL COMPLETION" occurs when all of the following conditions have been satisfied: (3a) business days after Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant receipt of a Certificate of Substantial Completion by Architect on AIA Form G704 (or their respective designated representativesa substantially similar form) shall conduct a walk-relating to the construction of the Improve ments; (b) Tenant can use the Premises for its intended purposes without material interference to Tenant conducting its business activities; (c) Final Inspection has occurred; (d) Tenant, its employees, agents and invitees have ready access to, and parking adjacent to, the Initial Building and the Premises (but not necessarily on paved surfaces); (e) necessary utilities (not including natural gas) and plumbing are available (availability through inspection temporary facilities will be acceptable for this purpose; provided, however, that connection to permanent facilities will not result in the unavailability or discontinuance of such utilities with respect to Tenant's use of the Premises thereafter) in capacities not less than as set forth in the Plans, are connected to mains or other appropriate sources, and agree on those items, if any, all utility meters have been set and activated; (f) receipt of a certificate from an engineer stating that no additional easements are required to be included granted for the benefit of Parcel B in order for Parcel B and the Improvements located thereon to be provided with access, utility services and drainage, as required by the Lease and this Leasehold Improvement Agreement; and (g) receipt (at Tenant's sole cost and expense) of an update to the existing commitment for title insurance dated prior to (and as close as is reasonably practical to) the date of Substantial Completion, showing no exceptions to title affecting the Premises (or interfering with or limiting Tenant's rights to Parcels A or D) other than those shown on Exhibit B or those approved or consented to by Tenant. At Landlord's request, Tenant will execute and deliver to Landlord a punchlist (the “Punchlist”)written acknowledgment that Substantial Completion has occurred. Punchlist items shall only be those items Acceptance of a type customarily found on an architectural punchlistpossession, the correction and completion of which will not materially interfere with Tenant’s use and or occupancy of the Premises. The Premises by Tenant Improvements shall not be deemed to be “substantially completed” for constitute a waiver of Landlord's duties, obligations or warranties expressly set forth in the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by TenantLease. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion use reasonable efforts to give Tenant at least fifteen days' advance notice of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEestimated date on which Substantial Completion is expected to occur and five days' advance notice of any changes to the estimated Substantial Completion date.

Substantial Completion. Within Subject to the provisions of Section 35, Landlord shall use its reasonable efforts to “substantially complete” the Premises by the Target Date, provided that the Target Date shall be extended for the number of days that Tenant fails to satisfy its obligations under Section 35. “Substantially complete” means that: (i) the construction of the improvements described in Section 35, including Building Systems, has been completed in accordance with the Approved Plans and Specifications (as defined in Section 35) so that Tenant can use the Premises for its intended purposes without material interference to Tenant conducting its ordinary business activities, (ii) the Premises have been approved for occupancy by governmental authorities having jurisdiction, (iii) Tenant has ready access to the Building and Premises, and (iv) the Premises are ready for installation of any equipment, furniture, fixtures or decoration that Tenant will install. Landlord shall keep Tenant advised as to its progress with regard to “substantially completing” the Premises by the Target Date. Notwithstanding the foregoing, the requirements of subsection (ii) shall be deemed satisfied if all of the other subsections have been satisfied and the government approval is delayed solely as a result of either (x) the installation of furniture, fixtures or equipment which is not included within the scope of Landlord’s responsibilities under Section 35 below or (y) certification of the Secure Area (as defined in Section 54 below). If Landlord fails to Substantially Complete the Premises by May 1, 2009 (as extended by any Tenant Delays or force majeure events, as described in Section 27) (such date, the “Outside Completion Date”), then an abatement equal to one day of Base Rent for every day after the Outside Completion Date that Substantial Completion fails to occur. Notwithstanding the foregoing, if a Tenant Caused Delay (below defined) shall occur, and as a result thereof substantial completion of the Premises shall not occur by the Target Date, then and in such event the Commencement Date shall be deemed to be the date that substantial completion of the Premises would have occurred (but in no event prior to the Target Date or later than July 1, 2009) in the absence of the Tenant Caused Delay. For purposes hereof, a Tenant Caused Delay shall occur on a day for day basis for each day of delay in the substantial completion of the Premises resulting from (i) Tenant’s failure to provide Landlord with the information necessary for Landlord to prepare final (subject to modifications resulting by reason of county code review) construction design drawings for the Premises within thirty (30) days following the Effective Date of this Lease; (ii) Tenant’s failure to provide Landlord with its final finish selections within fifteen (15) days following receipt by Tenant of Landlord’s written approval of the final construction design drawings of the Premises; (iii) Tenant withholding its written authorization to proceed with a change order affecting the construction of the Premises or otherwise modifying the Tenant Improvements for more than three (3) business days after Landlord notifies Tenant that the Tenant Improvements are “substantially completed”, Landlord and Tenant (or their respective designated representatives) shall conduct a walk-through inspection of the Premises and agree on those items, if any, to be included on a punchlist (the “Punchlist”). Punchlist items shall only be those items its receipt of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with written request therefor; or (iv) Tenant’s use and occupancy of written direction to “stop-work” at the Premises. The Tenant Improvements shall be deemed to be “substantially completed” for the purposes of this First Amendment to Lease at such time as the Tenant Improvements have been completed, except for (a) mechanical adjustments and items on the Punchlist, and (b) any long-lead time items requested by Tenant. Landlord shall complete all Punchlist items within thirty (30) days after the date of substantial completion of the Tenant Improvements. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXX, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USE.

Substantial Completion. Within three “Substantial Completion” or “Substantially Completed” as used herein shall mean all of the following have occurred: (3i) business days after Landlord notifies delivery of a factually correct written notice to Tenant that of the completion of construction of the Tenant Improvements are “in the Expansion Space substantially completed”in accordance with the approved T.I. Plans and Specifications with the exception of minor details of construction installation, Landlord and Tenant decoration, or mechanical adjustments, punchlist items, (ii) expiration of the Early Access Period (as defined in Section 5.1) (iii) the City of Carlsbad has issued a final inspection approval, certificate of occupancy (or their respective designated representativesequivalent), a temporary certificate of occupancy (or equivalent) shall conduct a walk-through inspection or other equivalent authorization, or Tenant has occupied and obtained the beneficial use of the Premises and agree on those items, EXHIBIT “B” Expansion Space. Tenant agrees that if any, Landlord shall be delayed in causing such work to be included on Substantially Completed as a punchlist (the “Punchlist”). Punchlist items shall only be those items result of a type customarily found on an architectural punchlist, the correction and completion of which will not materially interfere with Tenant’s use and occupancy any of the Premisesevents described herein (or elsewhere in the Lease) as a “Tenant Delay,” then such delay shall be the responsibility of Tenant. The Tenant Improvements In any such event, Substantial Completion shall be deemed to have occurred the earlier of: (a) the date of Substantial Completion or (b) the date when Substantial Completion would have occurred if there had been no Tenant Delay. Landlord shall not be “substantially completed” for required to work on an overtime basis. For the purposes of this First Amendment Work Letter, a “Tenant Delay” is defined as any delay directly or indirectly resulting from: (1) Tenant’s failure to comply with any time frames set forth herein or in the Lease at (including the deadline set forth in Section 1.3.3 for (v) Tenant to meet with Landlord and Architect for purposes of preparing the Space Plan, (w) Tenant’s approval of the Space Plan, (x) Tenant’s delivery of the names of Tenant’s third party consultant and/or submittal and/or re-submittal (to the extent of any revisions required by Landlord) of the MEP/Lab Program and/or Manufacturing/Lab Layout, (y) Tenant’s approval of the MEP Fully Engineered Drawings and (z) Tenant’s approval of the T.I. Construction Drawings as such time frames may be adjusted in accordance with Section 1.3.3(b) as the Tenant Improvements have been completed, except for a result of Tenant’s timely delivery of a Tenant’s Ready to Commence Construction Notice); (a) mechanical adjustments and items on the Punchlist, and (b2) any long-lead time items changes in any stage of the T.I. Plans and Specifications requested by Tenant after Landlord’s and Tenant. Landlord shall complete all Punchlist items within thirty ’s approval of such stage, including, without limitation, any Change Order or changes made to reduce the Estimated Construction Cost; (303) days after Tenant’s failure to timely furnish any documents required herein or to timely approve any item or any cost estimates, the date Estimated Construction Costs or any Change Orders, as required herein; (4) Tenant’s request for materials, finishes, or installations other than Landlord’s Building Standard items; (5) Tenant’s failure to timely perform any act or obligation imposed on Tenant by the Lease or this Work Letter as and when requested thereunder or hereunder; (6) Tenant’s failure to assemble its systems furniture to satisfy fire and building inspector requirements to procure a certificate of substantial completion occupancy (or equivalent); or (7) any other delay otherwise caused by Tenant, its officers, directors, owners, agents, invitees, permittees, employees or contractors which operates to delay Landlord’s Substantial Completion of the Tenant Improvements, as reasonably determined by Landlord. EXHIBIT B-1 APPROVED PLAN [see attached] [Diagram intentionally omitted] [Diagram intentionally omitted] EXHIBIT C First Refusal Space [see attached] [Diagram intentionally omitted] EXHIBIT D SNDA Form for Existing Encumbrancer [see attached] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: XXXXXXNotwithstanding the foregoing, XXXX & XXXXXXXX LLP 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxxnor anything set forth in Section 5.3 below relating to Landlord Delays, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx SPACE ABOVE THIS LINE FOR RECORDER’S USEthere shall be no Tenant Delay or Landlord Delay if the effect such delays, in the aggregate, do not delay Substantial Completion of the Landlord’s Work beyond July 1, 2013; provided, however, that if Tenant delivers a Tenant’s Ready to Commence Construction Notice prior to May 1, 2012, then Landlord Delays and Tenant Delays shall be used in determining any acceleration or delay of the Expanded Premises Commencement Date regardless of the Estimated Date of Substantial Completion.