Common use of Condition of Premises Clause in Contracts

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. (a) Landlord shall will deliver possession of the Premises and Landlord’s Work shall to Tenant in its current “as-is” condition. If, for any reason not caused by Tenant, Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date, this Lease will not be good and workmanlike using first class materials. Landlord’s Work is hereby warranted void or voidable, nor will Landlord be liable to Tenant for one year any loss or damage resulting from such delay, but in such event, the Rent Commencement Date and no costs Tenant’s obligation to effect pay rent will not commence until Landlord delivers possession to Tenant. If the same shall be included delay in Operating Expenses. All Building systems includingpossession is caused by Tenant, but not limited to, HVAC, mechanical then the Term and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises Tenant’s obligation to pay rent will commence as of the date of this Lease, together with the Commencement Date even though Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof does not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencyyet have possession. Notwithstanding the foregoing, in the event Landlord requires entry into will not be obligated to deliver possession of the Premises to Tenant (but Tenant will be liable for rent if Landlord can otherwise deliver the Premises to Tenant) until Landlord has received from Tenant all of the following: (i) a copy of this Lease fully executed by Tenant and the guaranty of Tenant’s obligations under this Lease, if any, executed by the Guarantor(s); (ii) the Security Deposit and the first installment of Monthly Base Rent; and (iii) copies of policies of insurance or certificates thereof as required in this Lease. (b) Except as otherwise provided in this Lease, Tenant hereby accepts the Premises and the Office Building Project in their condition existing as of the Lease Commencement Date or the date that Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, possession and to have acknowledged that all work to be completed by Landlord has been completed and there are no additional items needing work or repair by Landlord. Tenant further acknowledges that neither Landlord nor Landlord’s agent or agents has made any representation or warranty as to present or future suitability of the Premises, Common Areas, or Office Building Project for the purpose conduct of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsTenant’s business.

Condition of Premises. Landlord Tenant hereby agrees that except as provided in the Tenant Work Letter attached hereto as Exhibit "D" and made a part hereof, the Premises shall deliver be taken "as is", "with all faults", "without any representations or warranties", and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and Landlord’s Work shall be good the suitability of same for Tenant's purposes, and workmanlike using first class materials. Landlord’s Work is Tenant does hereby warranted for one year from the Rent Commencement Date waive and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited disclaim any objection to, HVACcause of action based upon, mechanical or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant's purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant's business and electrical, elevators Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the structure of Project in its decision to enter into this Lease and let the Building shall be Premises in good working the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order and/or good repairto obtain, as the case may be, at the time Tenant occupies the Premisesa certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” "D" and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “"Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to " The taking of possession of the Premises and/or other parts by Tenant shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises Civil Code of California or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any successor provision of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises, and the building of which the Premises are a part, to Landlord, Upon Tenant’s vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord’s Work consent) that Landlord may require Tenant to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s expense. Such repairs shall be good performed in a manner satisfactory to Landlord and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includinginclude, but are not limited to, HVACthe following: capping all plumbing, mechanical capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and electrical, elevators and the structure thorough cleaning of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises If Tenant fails to remove any items that Tenant has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord’s option, become the property of Landlord and Landlord shall be initially improved as provided in, have the right to remove and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as retain or dispose of the date of this Leasesame in any manner, together with the without any obligation to account to Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectproceeds thereof. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim waives all claims against Landlord for interruption any damages to Tenant resulting from Landlord’s retention or interference with Tenant’s business and/or operationsdisposition of such Alterations or personal property. No incursion into or through the Premises Tenant shall be made without Tenantliable to Landlord for Landlord’s consent except in the case costs of an emergency. Notwithstanding the foregoingremoving, in the event Landlord requires entry into the Premises for the purpose storing and disposing of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsitems.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs 11.1 Subject to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts substantial completion of the Building pipes, ducts, conduits, wires, appurtenant fixtures, LANDLORD's Work and mechanical systems, wherever located in the Premises or the BuildingTENANT's Work, (ii) to alterthe correction of punch list items described in Section 2.1, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) latent defects and necessary corrections and adjustments to seasonal items such as heating and air conditioning of which TENANT provides timely notice to LANDLORD within one year following the Commencement Date, by taking possession of the Leased Premises, TENANT shall be deemed to accept the same and acknowledge that they comply fully with LANDLORD's covenants and obligations hereunder. TENANT acknowledges that neither LANDLORD nor any officer, director, trustee, employee, servant, agent, contractor or representative of LANDLORD has made any representation or warranty with respect to the Property or the Leased Premises or with respect to the suitability or fitness of the Property or the Leased Premises for the conduct of TENANT's business or any other purpose. LANDLORD shall use good faith efforts to correct or complete any punch list items as soon as reasonably possible, and, provided notice is given to LANDLORD in accordance with the provisions of this Section 11.1, to correct any latent defects and make any necessary corrections and adjustments to seasonal items such as heating and air conditioning that are not readily discoverable by TENANT on or about the date of Substantial Completion within a reasonable time after receipt of notice of the need therefor from TENANT. 11.2 During the term of this Lease and any further period during which TENANT shall hold the Leased Premises, or any part thereof, as a tenant-at-will or tenant-at-sufferance, TENANT at its sole cost and expense shall maintain the Leased Premises in as good condition and repair as when TENANT took possession, reasonable wear and tear and damage by casualty or condemnation only excepted, and shall repair all damage or injury to the Leased Premises or to windows, glass, fixtures, equipment, machinery, apparatus, systems, wires, pipes, facilities and related accessories and appurtenances of the Leased Premises caused by TENANT's installation or removal of its property or resulting from the conduct of TENANT and TENANT's Representatives. 11.3 LANDLORD shall be responsible for constructing LANDLORD's Work and TENANT's Work in compliance with all Laws, including Title III of the Americans with Disabilities Act (the "ADA"), provided that TENANT, not LANDLORD, shall be responsible for the correction of any violations that arise out of a failure by TENANT's architect to prepare TENANT's Plans in compliance with all Laws, including the ADA. LANDLORD shall be responsible for compliance of the Building and Leased Premises with all Laws, except as provided in Sections 12.4 and 26 below, unless a lack of compliance is due to the failure of TENANT's Plans to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsapplicable laws.

Condition of Premises. Landlord shall deliver The Tenant’s taking possession of the Premises and Landlord’s Work or any portion thereof shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from conclusive evidence that the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be Premises or any such portion was in good working order and/or good repairand satisfactory condition when the Tenant took possession. At the expiration or other termination of this Lease or of Tenant’s right of possession, as the case may be, at the time Tenant occupies shall leave the Premises. The Premises shall be initially improved as provided in, and subject toduring the Term will keep the same, in good order and condition, ordinary wear and tear, damage by fire or other casualty (which fire or other casualty has not occurred through the negligence of Tenant Work Letter attached hereto as Exhibit “B” or those claiming under Tenant or their employees or invitees respectively) alone excepted; and made a part hereof. The existing leasehold improvements in for that purpose, during the Premises as of the date term of this Lease, together with Tenant shall make all necessary repairs and replacements. Tenant shall give Landlord prompt notice of any damage to or accident upon the Tenant Improvements (as defined Premises and of any breakage or defects in the window glass, wires or plumbing, heating, ventilating or cooling, life safety or electrical apparatus or systems on or serving the Premises. Tenant Work Letter) shall at the expiration or termination of this Lease or of Tenant’s right of possession, also have had removed from the Premises all furniture, trade fixtures, office equipment and all other items of Tenant’s property so that the Premises is in broom clean condition and Landlord may be collectively referred again have and repossess the Premises free and clear of any interest of Tenant, any subtenant or any other party. Tenant shall comply with all laws, rules, orders, ordinances and regulations at any time issued or in force by any lawful authority, applicable to herein as Tenant or any other occupant of the “Premises, or to the Premises, or to the use or occupancy of the Premises. Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, shall repair, replace and relocate for service at or before expiration or termination of this Lease or of Tenant’s right of possession, all damage done to the Premises and/or or any other parts part of the Building pipesby installation or removal of furniture and property by Tenant or any subtenant or any agent, ductsemployee or invitee of Tenant or any subtenant. Tenant shall, conduitsupon demand, wires, appurtenant fixtures, and mechanical systems, wherever located in pay to Landlord the Premises amount of any damages suffered or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. incurred by Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same any injury to any part of the Property other than the Premises, done by Tenant or otherwise make claim against Landlord for interruption any subtenant or interference any agent, employee or invitee of Tenant or any subtenant. Tenant shall not do or commit, or suffer or permit to be done or committed, any act or thing as a result of which any policy of insurance of any kind on or in connection with Tenant’s business and/or operations. No incursion into the Property shall become void or through suspended, or any insurance risk on or in connection with the Premises Building or any other portion of the Property shall be made without Tenant’s consent except (in the case opinion of an emergency. Notwithstanding the foregoinginsurer or any insurance organization) be rendered more hazardous; without limitation of all other rights and remedies of Landlord, in Tenant shall pay as additional rent the event Landlord requires entry into the Premises amount of any increase of premiums for the purpose such insurance, resulting from any breach of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsprovision.

Condition of Premises. Landlord shall deliver the Expansion Premises to Tenant in good, vacant, broom clean condition, in compliance with all laws (to the extent required to obtain or maintain a certificate of occupancy for the Expansion Premises), with the roof water-tight and Landlord’s Work shall be good cause the plumbing, electrical systems, fire sprinkler system, lighting, and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from all other building systems serving the Rent Commencement Date and no costs Expansion Premises to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repairoperating condition and repair on or before the Expansion Commencement Date. Further, Landlord at its sole cost (and at no cost to Tenant through Operating Expenses or otherwise) shall be responsible to cause the exterior of the 900 Building and the structural portions of the 900 Building to be in compliance with applicable ADA requirements to the extent required to allow the legal occupancy of the Expansion Premises for the permitted use (subject to Tenant's interior design and utilization of existing entrances for required egress from the 900 Building). Tenant acknowledges that except as provided in this Section, Tenant shall accept the case may bePremises in their existing, at "as-is" condition on the time date of delivery thereof to Tenant. Except for the payment of the Tenant occupies Improvement Allowance as provided in Section 2, below, Landlord shall have no obligation to make or pay for any improvements to the Premises. The Premises shall be initially improved Further, any hazardous materials (as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The defined by applicable laws) existing leasehold improvements in the Expansion Premises as of the date of this Leasedelivery of the Expansion Premises to Tenant, together with if any, shall be removed or remediated by Landlord as required by applicable laws, at Landlord's sole cost and expense (i.e., the cost of the Tenant Improvements (as defined in shall not include such costs, and the Tenant Work Letter) may Improvement Allowance shall not be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timeused for such costs), but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service except to the Premises and/or other parts of extent (if any) that such hazardous materials were brought onto or released onto the Building pipesExpansion Premises, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or Center through the Premises shall be made without Tenant’s consent except in the case acts or omissions of an emergency. Notwithstanding the foregoingTenant or its employees, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsagents or contractors.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure Completion of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may by Tenant shall be collectively referred governed by the terms and conditions of the Work Letter which is attached hereto as Exhibit “B”. Tenant’s obligation to herein as construct the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service Improvements pursuant to the Work Letter is independent of, and in addition to, Tenant’s obligation to pay Rent under this Lease. Tenant acknowledges that Tenant has had an opportunity to conduct a thorough and diligent inspection and investigation of the Premises, Common Area and Building Systems (as defined in Paragraph 8(a) below) for each Building (including, without limitation, the electrical and HVAC capacity and distribution systems to and throughout the Premises). Landlord shall deliver to Tenant, and Tenant shall accept, the Premises and/or other parts in their “as-is, where-is condition, with all faults” as of the date of this Lease; provided, however, that the roof and Building Systems of each Building shall be delivered in good order and working condition, and if Tenant notifies Landlord within three (3) months following either Delivery Date that any of the Building pipesSystems (excluding any portion of such Building Systems damaged or altered by Tenant as part of, ductsor during installation of, conduitsthe Tenant Improvements) serving the applicable Building are not in good working condition, wiresthen Landlord shall perform the necessary maintenance, appurtenant fixturesrepair and/or replacement of said portions of the Building Systems so that they are in good working condition and the cost of any resulting capital repairs or replacements (as opposed to routine maintenance) of such Building Systems that are deemed necessary by Landlord will not be included in Expenses; provided, however, that the foregoing warranty and mechanical systems, wherever located undertaking by Landlord shall not apply to the extent of any damage caused by Tenant’s construction of the Tenant Improvements or by other acts or omissions of Tenant or Tenant’s agents that affect the condition of the roof or Building Systems. Other than the express warranty in the Premises preceding sentence, Landlord has not made and will not make any representation or warranty, express or implied, with respect to the Buildingcondition of the Premises, (ii) Buildings, Common Area or Building Systems, or with respect to alterthe suitability, close fitness or relocate any facility in the Premises or the Common Areas or otherwise conduct capacity of any of the above activities foregoing for the conduct of Tenant’s Permitted Use or for any other purpose. Subject to the foregoing, by accepting delivery of the Premises, Tenant shall be deemed to have accepted the same as suitable for the purpose herein intended, and to have acknowledged that the condition of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenantcomplies with Landlord’s consent except in the case obligations for delivery of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained as provided in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsParagraph 3(b).

Condition of Premises. (a) Tenant acknowledges that Tenant is leasing the Leased Premises on an “as is” basis, and Tenant and Landlord agree that the Leased Premises (inclusive of building systems) will be delivered “broom clean” and in good and sanitary order, condition and repair. (b) Tenant hereby accepts the Leased Premises in their agreed upon condition subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Leased Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor Landlord’s agent has made any representation or warranty as to the present or future suitability of the Leased Premises for the conduct of Tenant’s business, the suitability thereof for the conduct of Tenant’s business, the utility services provided to the Leased Premises or the distribution of those utility services within the Leased Premises. Landlord has not agreed to undertake any modification, alteration or improvement to the Leased Premises except as specifically provided in this Lease. (c) Tenant shall not overload the floor of the Leased Premises. Landlord shall deliver have the right to prescribe the weight, size and position of all safes and other heavy equipment brought into the Leased Premises or Project, the times and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect manner of moving the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure or out of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Leased Premises shall be initially improved as provided inor Project, and subject toall such moving must be done under the supervision of Landlord. Safes or other heavy equipment shall, if considered necessary by Landlord, stand on a platform of such thickness as is necessary to properly distribute the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereofweight. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject require Tenant to payment by and/or reimbursement from Tenant secure the written recommendations of a qualified structural engineer as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts safe installation of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises such property or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectequipment. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder responsible for failing loss of or damage to perform any such obligationsproperty from any cause, and all damage done to the Leased Premises or Project by moving or maintaining any such property shall be immediately repaired at the expense of Tenant.

Condition of Premises. Tenant has had an opportunity to inspect the condition of the Premises and agrees to accept each applicable portion of the Premises “as is” in its condition existing as of the date of this Lease, without any obligation on the part of Landlord to improve, alter, repair or clean the Premises in any way for Tenant’s occupancy hereunder, except as otherwise expressly provided herein. Notwithstanding the foregoing: (a) As noted above, Tenant has been occupying the Existing Premises as a subtenant and will simply continue such occupancy, as a direct tenant under this Lease, effective as of the Existing Premises Commencement Date. Accordingly, this Lease has no specific delivery requirements with respect to the physical condition of the Existing Premises; obligations of the applicable parties with respect to the physical condition of the Existing Premises (including, but not limited to, repair and maintenance obligations) shall be governed by the Aerogen Lease (and, as between Aerogen and Tenant, by the Aerogen Sublease) for the period prior to the Existing Premises Commencement Date, and by this Lease for the period commencing on the Existing Premises Commencement Date. (b) Landlord shall deliver the Expansion Premises, 2025 Expansion Premises (if applicable) and First Refusal Premises (if applicable), together with all related Building systems and existing improvements, in “as is” condition, except that Landlord shall, at Landlord’s Work sole expense, perform all work necessary to cause the following (collectively, “Landlord’s Work”) to be true prior to or as soon as practicable after the applicable Commencement Date with respect to the applicable portion of the Premises: (i) the applicable portion of the Premises shall be good delivered in broom-clean condition, and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All (ii) all existing Building systems (including, but not limited to, HVAC, mechanical and mechanical, electrical, elevators plumbing and life safety systems) and utilities serving the structure applicable portion of the Building Premises shall be in good working order and/or condition and operable in their current locations, prior to modifications (or damage, if any) as a result of Tenant’s improvements or use. To the extent it is not reasonably practicable for Landlord’s Work to be completed by the applicable Commencement Date with respect to any portion of the Premises, Landlord shall thereafter proceed diligently and with reasonable efforts to complete Landlord’s Work as promptly as practicable thereafter, and Landlord and Tenant shall cooperate reasonably and in good repair, as faith with one another (and cause their respective consultants and contractors to cooperate reasonably and in good faith with one another) in endeavoring to minimize any interference or delay by either party with respect to the case may be, at other party’s work during the time Tenant occupies concurrent performance of their respective work in the applicable portion of the Premises. The Following Landlord’s written notice to Tenant that Landlord has completed Landlord’s Work in any applicable portion of the Premises and is delivering such portion of the Premises and the related existing Building systems and improvements in the condition required above in this paragraph (“Landlord’s Completion Notice”), the respective obligations of the parties with respect to the maintenance, repair and/or replacement of all such systems and improvements shall be determined in accordance with the provisions of Article 8 hereof and any other applicable provisions of this Lease. If Landlord’s obligations with respect to Landlord’s Work under this paragraph in any applicable portion of the Premises are violated in any respect, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation, except that Tenant shall be responsible for any such corrective work to the extent the conditions) constituting the violation are attributable to modifications (or damage, if any) in the course of Tenant’s improvements to or use of the applicable portion of the Premises; provided, however, that Tenant’s failure to give such written notice to Landlord regarding any alleged violation within sixty (60) days after the later of (x) the Commencement Date with respect to such portion of the Premises or (y) the delivery of Landlord’s Completion Notice with respect to such portion of the Premises shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under this paragraph with respect to such portion of the Premises. TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3. (c) Tenant’s construction of any alterations or improvements that Tenant may elect to construct in connection with Tenant’s initial occupancy and use of the respective portions of the Premises shall be initially improved as provided in, and subject to, governed by the Tenant Work Letter Workletter attached hereto as Exhibit “B” B and made a part hereof. The existing leasehold improvements in the Premises as of the date of incorporated herein by this Lease, together with the Tenant Improvements reference (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves Workletter”), the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts provisions of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained which Workletter are incorporated in this Lease as if fully set forth herein, and such entry is deniedalterations and improvements shall be constructed in compliance with all of the provisions thereof (including, Landlord shall not be deemed in default hereunder for failing without limitation, all conditions relating to perform such obligationsLandlord’s approval of contractors, subcontractors, and plans and specifications), as well as the provisions of this Section 2.3.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials2.1. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems Except as expressly provided herein (including, but not limited to, HVACLandlord's representations and warranties set forth in this Lease), mechanical and electrical, elevators and Tenant accepts the structure Premises on an "AS-IS" basis without representation or warranty by Landlord. Landlord shall deliver the Premises to Tenant in broom clean condition given the nature of the Building shall be in good working order and/or good repairongoing "Cash and Carry" business therein (but with all furniture, as equipment and other personalty of Rightway and of Landlord remaining therein and thereon) free of any tenancies, including without limitation, the case may betenancy of Rightway, at the time Tenant occupies or any other rights to use, possess, or occupy the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant the requirements of Section 2.2. 2.2. Landlord represents and warrants that, as otherwise provided herein: of the Commencement Date, (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipesSystems (including, ductsbut not limited to, conduits, wires, appurtenant fixtures, and mechanical the sprinkler systems, wherever located ) are in the Premises or the Buildinggood working order, (ii) all utilities, including but not limited to alterelectricity, close and hot and cold water, are available at the Premises, (iii) the Premises is in compliance with all Laws; and (iv) there are no Hazardous Substances at, on, or relocate under the Premises except as to any facility inventory and other equipment utilized by Rightway in the Premises or normal course of Rightway's "Cash and Carry" business, none of which is in violation of any Environmental Laws. In the Common Areas or otherwise conduct event that any of the above activities for foregoing representations of Landlord are determined to be inaccurate, false or fraudulent, Landlord shall, within thirty (30) days after receipt of written notice from Tenant, take all such actions as are necessary to make such representations true and accurate, including all actions necessary to bring the purpose of complying Premises into compliance with legal requirements for fire/life safety for the Building or otherwise all current Laws, at Landlord's sole cost and (iii) to comply with any federalexpense, state or local lawand, rule or order with respect thereto or to any Hazardous Substances, to remediate and remove all such Hazardous Substances from the regulation thereof not currently in effect. Premises, at Landlord's sole cost and expense; and Landlord shall use reasonable efforts indemnify, defend, and hold Tenant harmless with respect to perform any such work with the least inconvenience to Tenant as possibleclaims, liabilities, damages, and expenses (including, but in no event shall not limited to, reasonable attorneys' fees and costs) incurred by Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption arising out of such inaccuracy or interference with Tenant’s business and/or operationsfailure of landlord to cure or remedy the same. No incursion into Landlord's obligation hereunder shall survive the expiration or through the Premises shall be made without Tenant’s consent except in the case sooner termination of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsLease.

Condition of Premises. Landlord shall deliver Except as expressly set forth in this Sublease, neither Sublandlord nor Sublandlord’s agents, employees, or contractors have made any representations, warranties, or promises with respect to the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from Premises, or the Rent Commencement Date and no costs to effect equipment, furniture, or improvements therein situated, if any, or the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure physical condition or size of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Subtenant accepts the Premises shall be initially improved as provided inin its present “as-is where is and with all faults” condition, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” to normal wear and made a part hereof. The existing leasehold improvements in the Premises as of tear between the date of this Lease, together with Sublease and the Tenant Improvements (date of occupancy by Subtenant. Except as defined expressly set forth in the Tenant Work Letter) may attached Exhibit A, neither Sublandlord nor the Prime Landlord shall be collectively referred under any obligation to herein make and/or pay for any alterations, additions, installations, substitutions, improvements, or decorations to the Premises. Sublandlord hereby grants to Subtenant a license to use the existing furniture, fixtures, equipment and wiring located in or serving the Premises, which is detailed on the attached Exhibit B (collectively, “Furniture”), for no additional consideration so long as this Sublease is in force. Subtenant shall not acquire any title or other ownership rights in or to the “Tenant Improvements.” Landlord reserves Furniture during the Term; provided, however Subtenant shall have the right to remove all or any portion of same during the Term so long as Subtenant replaces same with other furniture of equal or greater value and quality; provided further, however, Subtenant shall remain responsible to return all of the Furniture to Sublandlord in the event of an early termination of this Sublease. Upon expiration or earlier termination (for reasons other than an Event of Default) of this Sublease, Subtenant shall: (a) be required to purchase the Furniture from time Sublandlord for the amount of one dollar ($1.00); (b) remove the Furniture from the Premises; and (c) return the Premises to timethe condition same was in as of the Sublease Commencement Date, but subject normal wear and tear permitted by the Prime Lease and damage for which Subtenant is not responsible excepted, and to payment the extent required by and/or reimbursement from Tenant the terms of the Prime Lease. During the Term, Subtenant shall, at Subtenant’s sole cost and expense, insure the Furniture for its full replacement value (with Sublandlord named as otherwise provided hereinan additional insured and as loss payee). Subtenant shall not hold over after the expiration of the Term. If Subtenant fails or refuses to surrender possession of the Premises pursuant to the provisions of this Sublease at the natural expiration or earlier termination of this Sublease (which, in the event of an earlier termination is due to an earlier termination of the Prime Lease), such possession shall be construed to be a tenancy at sufferance, and Subtenant shall remain liable to Sublandlord for daily use and occupancy at the daily rate the greater of: (i) to install, use, maintain, repair, replace and relocate for service the amount due on a daily basis (or monthly if not prorated on a daily basis pursuant to the Premises and/or other parts terms of the Building pipesPrime Lease) from Sublandlord, ductsas “Tenant” under the Prime Lease in the event of Sublandlord’s holdover thereunder for the entire Original Premises; (ii) the amount due on a daily basis during the last month of the Term; or (iii) the amount which would be due if the Premises had been relet at market rent (as reasonably determined by Sublandlord) at the time of such holdover, conduitsand, wiresin addition to the foregoing, appurtenant fixturesSubtenant shall indemnify, defend (using counsel reasonably determined by Sublandlord), and mechanical systemshold Sublandlord harmless from and against all damages, wherever located losses, and expenses, including, without limitation, consequential damages, arising from such holdover. To the Sublandlord’s actual knowledge, without duty of inquiry, no Hazardous Material is present in the Premises (including asbestos). Notwithstanding anything to the contrary, under no circumstance shall Subtenant be liable for any Hazardous Material present at any time on or about the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas soil, air, improvements, groundwater or otherwise conduct surface water thereof, or the violation of any laws, orders or regulations, relating to any such Hazardous Material, except to the extent that any of the above activities for foregoing actually results from the purpose release or emission of complying with legal requirements for fire/life safety for the Building Hazardous Material by Subtenant or otherwise and (iii) to comply with any federal, state its agents or local law, rule or order with respect thereto or the regulation thereof not currently employees in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result violation of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsapplicable environmental laws.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike shall, using first class building-standard materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure perform those items of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter work described on Exhibit E attached hereto as (the “Phase I Improvements”) and those items of work described on Exhibit E-1 attached hereto (the “B” Phase II Improvements”; and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as Phase I Improvements, collectively, the “Tenant Improvements.” Landlord reserves the right from time Landlord’s Work”) as depicted on Exhibit E-2 attached hereto, pursuant to time, but subject to payment plans and specifications determined by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectLandlord. Landlord shall use commercially reasonable efforts to perform any procure bids as Landlord deems reasonably appropriate from no fewer than three (3) contractors approved to work in the Building (which Tenant may supplement, subject to Landlord’s reasonable approval). Upon receipt of all bids requested by Landlord, Landlord shall provide such work with the least inconvenience bids to Tenant as possiblefor review; provided, but however, Landlord shall have the right in its commercially reasonable discretion, to award the construction contract to the contractor and subcontractors that Landlord selects to perform the Landlord’s Work. Landlord shall pay for the Landlord’s Work up to a maximum amount of $91,660.00 (“Landlord’s Construction Allowance”), and in no event shall Landlord have any obligation to pay for any costs of the Landlord’s Work in excess of Landlord’s Construction Allowance. The Landlord’s Construction Allowance will be reduced by any consulting or architectural fees incurred by Landlord; and governmental fees and charges for required permits, plan checks, and inspections for the Landlord’s Work. Landlord shall (i) not be entitled to any charge or fee for review, administration, coordination and/or supervision in connection with Landlord’s Work, and (ii) reasonably cooperate with Tenant as may reasonably be permitted necessary to withhold obtain all necessary permits, certificates of occupancy, and inspections, at Tenant’s sole cost and expense. If the cost of the Landlord’s Work exceeds Landlord’s Construction Allowance, such overage shall be paid by Landlord, but repaid to Landlord as Additional Rent, together with interest at 10.00% per annum, in equal monthly installments over the Term of the Lease; provided, however, in no event shall Landlord be obligated to amortize any portion of such overage in excess of $91,660.00 (the “Amortized Allowance”) and any estimated overage in excess of such Amortized Allowance shall be paid by Tenant before Landlord begins construction (“Estimated Overage”). Upon completion of the Landlord’s Work and the determination by Landlord of the final cost therefor (the “Final Cost”), Landlord shall provide Tenant with its calculation of such Final Cost and the allocation of the Landlord’s Construction Allowance, the Amortized Allowance and the Estimated Overage paid by Tenant. If the Final Cost is less than the sum of (a) the Landlord’s Construction Allowance, (b) the Amortized Allowance, and (c) any Estimated Overage actually paid by Tenant to Landlord (the sum of (a), (b) and (c), the “Total Payments”), then Landlord shall reimburse Tenant for the excess Estimated Overage paid by Tenant to Landlord within thirty (30) days after the determination of the Final Cost. If the Final Cost exceeds the Total Payments, then Tenant shall pay to Landlord, as Additional Rent, upon request the amount by which the Final Cost exceeds the Total Payments. If the Total Cost is less than the sum of the Landlord’s Construction Allowance and the Amortized Allowance, Tenant shall not receive a credit therefor. Tenant agrees that, except for the Landlord’s Work and as otherwise expressly set forth in the Lease, Tenant is familiar with the condition of both the Premises and the Property, and Tenant hereby accepts the foregoing on an “AS-IS,” “WHERE-IS” basis, without any representation or reduce Rent warranty from Landlord whatsoever with respect thereto. Landlord shall diligently proceed with the construction of the Landlord’s Work and use commercially reasonable efforts to substantially complete the Phase I Improvements on or other charges due hereunder as a result prior to May 1, 2017; provided, however, if Landlord fails to so substantially complete the Phase I Improvements on or prior to May 1, 2017, then (a) the validity of same or otherwise make this Lease and the obligations of Tenant under this Lease shall not be affected, (b) Tenant shall have no claim against Landlord for interruption (and Landlord shall have no liability) hereunder, at law or interference with Tenantin equity, arising from Landlord’s business and/or operationsfailure to substantially complete the Phase I Improvements by such date, and (c) Landlord shall proceed diligently to substantially complete the Phase I Improvements. No incursion into or through Tenant acknowledges and agrees that the Phase II Improvements may not be completed as of the Commencement Date, and (aa) Tenant shall accept delivery of the Premises shall be made without Tenant’s consent except in on the case Commencement Date notwithstanding the incompletion of an emergency. Notwithstanding the foregoing, in Phase II Improvements; (bb) the event Landlord requires entry into the Premises for the purpose validity of performing any of its obligations contained in this Lease and the obligations of Tenant under this Lease shall not be affected by any delay in the completion of the Phase II Improvements; (cc) Tenant shall have no claim against Landlord (and Landlord shall have no liability) hereunder, at law or in equity, arising from Landlord’s failure to complete the Phase II Improvements by such entry is denieddate, and (dd) the Commencement Date shall not be postponed to the extent of any such delay; provided, however, that Landlord shall diligently proceed to complete the Phase II Improvements promptly after the Commencement Date. In the event any accrued Tenant Delays (as hereinafter defined) cause Landlord to pay or incur costs or expenses in connection with the design, construction or completion of the Landlord’s Work in excess of the costs or expenses that would otherwise have been paid or incurred by Landlord, Tenant shall pay any such reasonable out of pocket excess costs and expenses to Landlord, as Additional Rent, within ten (10) business days after Landlord submits invoices for any such excess costs or expenses. Tenant acknowledges and agrees that (i) Landlord shall not be deemed in default hereunder liable to Tenant for failing to perform such obligations.any inconveniences Tenant may experience during the performance, construction or installation of the Landlord’s Work which are beyond Landlord’s control or for any delays in

Condition of Premises. 1.4.1 Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from to Tenant in a clean condition on the Rent Lease Commencement Date (unless Tenant is already in possession) and no costs Landlord warrants to effect Tenant that the same shall be included plumbing, lighting, air conditioning, and heating system in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building Premises shall be in good working order and/or good repairoperating condition. In the event that it is determined that this warranty has been violated, as then it shall be the case may beobligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to Landlord within ninety (90) days after the time Lease Commencement Date or the date that Tenant occupies takes possession of the Premises, whichever is earlier, shall result in the conclusive presumption that Landlord has complied with all of its obligations hereunder, that the Premises are fully completed and are suitable for Tenant's Purposes, that the Building and every part of it, including the Premises, are in good and satisfactory condition. 1.4.2 Landlord warrants to Tenant that the Premises, in the state existing on the date that the Lease Term commences, but without regard to alterations or improvements made by Tenant or to the use for which Tenant will occupy the Premises, does not violate any covenants or restrictions of record, or any applicable law or ordinance in effect on the Lease Commencement Date, that would substantially and adversely affect the operation and profitability of Tenant's business conducted from the Premises. The Premises In the event that it is determined that this warranty has been violated, it shall be initially improved as provided inthe obligation of Landlord, and subject toafter receipt of written notice from Tenant setting forth with specificity the nature of the violation, to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to Landlord within thirty (30) days after the Lease Commencement Date or the date that Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements takes possession of the Premises, whichever is earlier, shall result in the conclusive presumption that Landlord has complied with all of its obligations hereunder. 1.4.3 Except as otherwise provided in this Lease, Tenant hereby accepts the Premises and the Building Project in their condition existing as of the Lease Commencement Date or the date that Tenant takes possession of this Leasethe Premises, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timewhichever is earlier, but subject to payment all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by and/or reimbursement from any exhibits attached hereto. Tenant as otherwise provided herein: (i) to install, acknowledges that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, maintain, repair, replace and relocate for service that neither Landlord nor Landlord's agent or agents have made any representation or warranty as to the Premises and/or other parts present or future suitability of the Premises, Common Areas, or Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities Project for the purpose conduct of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations's business.

Condition of Premises. (a) Tenant acknowledges that except as may be expressly provided herein, if at all, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises or the Building or with respect to the suitability of any part of the same for the conduct of Tenant’s business. Except as expressly set forth in Section 2.05(b) below, the taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Building were at such time in a good and sanitary order, condition and repair acceptable to Tenant. However, notwithstanding anything to the contrary, Landlord shall as of the Commencement Date deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to installin compliance with all applicable laws, usecodes, maintain, repair, replace ordinances and relocate for service to the Premises and/or regulations; (ii) broom clean; and (iii) free and clear of other parts of the Building pipes, ducts, conduits, wires, appurtenant fixturestenants and occupants, and mechanical systems, wherever located their personal property. (b) Tenant shall notify Landlord in writing within nine (9) months after the Commencement Date of any defects in the Premises or in the Buildingmaterials or workmanship furnished by Landlord, (ii) if any. Except for defects stated in such notice, and subject to Landlord’s delivery, repair and maintenance obligations under this Lease, Tenant shall be conclusively deemed to have accepted the Premises “AS IS” in the condition existing on the date Tenant first takes possession and to have waived all claims relating to the condition of the Premises. Landlord shall proceed diligently to correct the defects stated in such notice that render the Premises unsafe or unsuitable for therein permitted uses unless Landlord reasonably disputes the existence of any such defects. No agreement of Landlord to alter, close remodel, decorate, clean or relocate any facility in improve the Premises or the Common Areas or otherwise conduct any Real Property and no representation regarding the condition of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto Premises or the regulation thereof not currently in effect. Real Property has been made by or on behalf of Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant Tenant, except as possible, but in no event shall Tenant may be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained specifically stated in this Lease and such entry is denied, Landlord shall not be deemed or in default hereunder for failing to perform such obligationsthe Workletter.

Condition of Premises. Landlord shall deliver Subject to Landlord's obligation to perform Landlord's Work, the Premises will be accepted by Tenant on the Possession Date in its “as is”, “where is” condition and configuration. By taking possession of the Premises, Tenant agrees that Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s 's Work is hereby warranted for one year from substantially completed, subject only to Punch List Items (defined below), the Rent Commencement Date Premises are in good order and satisfactory condition, and that other than Landlord's Work, there are no costs to effect representations or warranties by Landlord regarding the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure condition of the Premises, the Building shall or any other part of ▇▇▇▇▇▇▇▇ Center. Notwithstanding anything to the contrary contained herein, Landlord represents to Tenant that on the Possession Date, the Premises will be structurally sound and free of water leaks, and that the mechanical equipment serving the Premises will be in good working order and/or good condition and repair, as the case may be, at the time Tenant occupies the Premises. The Premises Landlord further covenants that Landlord's Work shall be initially improved as provided in, constructed in accordance with all Laws and subject to, in a good and workmanlike manner using new materials of a quality that is at least equal to the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereofLandlord's minimum standard for the Office Area. The existing leasehold improvements in the Premises as of the date For purposes of this Lease, together with “substantial completion” and/or “substantially completed” shall mean that Landlord's Work is completed to such an extent that Tenant can take possession of the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: Premises and either (i) to install, use, maintain, repair, replace and relocate utilize same for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises use intended hereunder or the Building, (ii) to alterbegin performing Tenant's Work (so long as Tenant has an permit for Tenant's Work), close or relocate any facility in as evidenced by a certificate of Landlord's architect. Tenant and Landlord shall, within ten (10) days after Landlord advises Tenant that Landlord's Work is substantially completed, conduct a walk through inspection of the Premises or to create a punch list of items that still need to be completed notwithstanding that Landlord's Work is otherwise substantially completed (which items are called “Punch List Items”). Once the Common Areas or otherwise conduct any of parties have agreed upon the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedPunch List Items, Landlord shall have thirty (30) days thereafter to complete such items. In the event of any dispute as to whether, or when, Landlord's Work has achieved substantial completion, the statement of Landlord's architect that Landlord's Work has achieved substantial completion shall be presumed correct. In the event Tenant does not accept (or disputes) the statement of Landlord's architect, then within ten (1 0) days after Tenant's receipt of Landlord's notice that Landlord's Work is substantially completed, Tenant shall advise Landlord, in writing, in detail of those items of Landlord's Work that Tenant alleges are not substantially completed and the name of the architect it is appointing to review the dispute (provided that Tenant shall have the burden of proof to overcome the presumption that Landlord's architect's certification is correct). During the fifteen (15) days following Tenant's written notice to Landlord that Landlord's Work is not substantiality complete, Tenant and Landlord agree to use good faith efforts to resolve the dispute regarding whether, or when, Landlord's Work has achieved substantial completion. If, during said fifteen (15) days, the parties are unable to resolve the dispute, then both Tenant and Landlord shall mutually select a third party architect (the “Third Party Architect”) to determine whether, or when, Landlord's Work has achieved substantial completion. If the parties are unable to mutually agree on said Third Party Architect, then both Tenant and Landlord shall each select an architect and the two architects shall then select the Third Party Architect to make such determination. The Third Party Architect's determination of whether, or when, Landlord's Work has achieved substantial completion shall be deemed in default hereunder for failing to perform such obligationsconclusive and binding on both Tenant and Landlord hereunder. Each party shall pay the costs and expenses, if any, of their architect and the cost of the Third Party Architect shall be shared equally between Tenant and Landlord.

Condition of Premises. Except as set forth in this Lease, Tenant acknowledges that neither Landlord shall deliver nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Buildings or the Project, or with respect to the suitability of the Premises, the Buildings or the Project for the conduct of Tenant's business. Except as set forth in this Lease, Tenant acknowledges that Tenant agrees to accept the Premises in its condition "as is" as of the Execution Date, subject to the provisions of this Section 5, the Work Letter and Landlord’s Work ongoing repair and maintenance obligations. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). Notwithstanding anything above to the contrary, during the first twelve (12) months of the Lease Term, Landlord will ensure that the base, shell and core of the Building serving the Premises (including the mechanical, electrical, HVAC and plumbing systems), based solely on a typical, legally compliant occupancy of the Premises based on Tenant's Permitted Use of the Premises, is in good condition, and in the event of any breach of the foregoing warranty, Landlord shall be good responsible, at its sole cost and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same expense, which shall not be included in Operating Expenses, for correcting such defects as soon as reasonably possible after receiving notice thereof from Tenant’ provided, however, that if Tenant fails to give Landlord written notice of any items described above within twelve (12) months after the Term Commencement Date, then the correction of any such items shall, subject to Landlord’s repair obligations in this Lease, be Tenant’s responsibility at Tenant’s sole cost and expense; provided, however, that with respect to any HVAC units which Landlord is not replacing (as described below) then such warranty shall apply to the entire seventy-two (72) month initial Lease Term. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure As part of the Building Tenant Improvement work, Landlord shall be replace eight (8) of the existing HVAC units serving the Premises (all as described on Exhibit G attached hereto) ensure that the remaining units are in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant ImprovementsTerm Commencement Date.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord shall deliver A. Lessee has inspected the Premises and Landlordknows the extent and condition thereof and accepts same in its present condition, subject to and including all defects, latent or patent. Lessee will keep and maintain the Premises, improvements, and fixtures in a clean, safe, and orderly condition at all times. Lessee shall not commit or suffer to be committed any waste upon the Premises, improvements, and fixtures or commit or allow any nuisance or other act which may disturb or interfere with the Airport, its surroundings, the departure and arrival of aircraft, or other aircraft operations and uses. If Lessee shall fail to perform the obligations under this paragraph, after 21 days written notice setting forth such failure, then City shall have the right to perform the same and to charge Lessee therefor, and Lessee shall pay the City such costs upon City's demand. A written condition report of the Lease property will be notated in a walk through with Lessor and Lessee to define “as-leased” condition. A document produced from that walk through will be attached to this Lease Agreement as Exhibit B. B. Lessee shall not, nor allow any other person to, park or keep any vehicle (other than aircraft), motor home, trailer, boat, or other recreational vehicle or inoperable vehicle on the assigned Premises without City’s Work advance written consent. Lessee may park operational airport work vehicles in the outside area noted in the Lease Agreement. C. Lessee shall not use, keep, store or place in or on the Premises any petroleum products or any materials that are in any way hazardous, toxic, radioactive or explosive, except those which are necessary and appropriate to accomplish the purpose of this Lease Agreement. All such materials shall be good used, stored, handled, dispensed and workmanlike using first class materialsdisposed of as required by applicable governmental regulations and laws. Landlord’s Work is hereby warranted for one year from Any spills of such materials by Lessee anywhere on the Rent Commencement Date and no costs to effect the same Airport shall be included immediately reported to the Aviation/Transportation Administrator and cleaned up by Lessee, at Lessee's sole expense, in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure accordance with standards of the Building industry and applicable governmental regulations and laws. D. Lessee shall be in good working order and/or good repairallowed to place signage on the hangar for commercial purposes both for aircraft visibility and vehicle visibility. Lessee shall not construct or place signs, as the case may beawnings, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided inmarquees, and subject toadvertising, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in or promotional structures upon the Premises or Airport without the Buildingprior written permission of the Aviation/Transportation Administrator. Such permission shall not be unreasonably withheld but must meet City standards. If Lessee fails to remove any such signs, displays, advertisements or decorations within twenty-four (ii24) hours after written notice from City, then City may remove them at Lessee's sole expense. E. Lessee hereby agrees that Lessee will not permit or suffer any liens of any kind to alter, close or relocate any facility in be filed against the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same any obligation, malfeasance, negligence, or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises omission of Lessee, and that Lessee shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing diligently take all necessary and proper steps to remove and discharge any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsliens which are filed.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall deliver not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, that in the event that, in the first twelve (12) months of the Lease Term only, a repair is required for the Base, Shell and Core or the Premises (which is Tenant’s responsibility pursuant to Section 7.1 of the Lease), and if any such repair is covered by a warranty held by Landlord, then Landlord shall use commercially reasonable efforts to cause the repair of such repair items. Pursuant to Civil Code Section 1938, Landlord states that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems business (including, but not limited to, HVACany zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Subject to Landlord’s delivery obligations hereunder, mechanical and electricalthe taking of possession of the Premises by Tenant shall conclusively establish that the Premises (including the Tenant Improvements therein), elevators the Building and the structure Project were at such time complete and in good, sanitary and satisfactory condition and without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: 2 GENESIS 1900 ALAMEDA “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant’s right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by applicable laws now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable laws, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant to Landlord on or before that date which is ten (10) days after the date hereof; (B) any CASp inspection timely requested by Tenant shall be in good working order and/or good repairconducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as (2) only after ten (10) days’ prior written notice to Landlord of the date of this Leasesuch CASp inspection, together (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building or Project in any way, and (4) at Tenant’s sole cost and expense, including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with the Tenant Improvements such CASp inspection (as defined in the Tenant Work Letter) may be collectively referred to herein as collectively, the “CASp Reports”) and all other costs and expenses in connection therewith; (C) Tenant Improvements.” shall deliver a copy of any CASp Reports to Landlord reserves the right from time within three (3) business days after Tenant’s receipt thereof; (D) Tenant, at its sole cost and expense, shall be responsible for making any legally required improvements, alterations, modifications and/or repairs to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to or within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection ordered by Tenant; and (E) if such CASp inspection ordered by Tenant identifies any improvements, alterations, modifications and/or other parts repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building pipesand Project located outside the Premises that are Landlord’s obligation to repair under the Lease (as amended hereby), ductsthen Landlord shall perform such improvements, conduitsalterations, wires, appurtenant fixturesmodifications and/or repairs as and to the extent required by applicable laws to correct such violations, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities Tenant shall reimburse Landlord for the purpose cost of complying with legal requirements for fire/life safety for the Building or otherwise and such improvements, alterations, modifications and/or repairs within ten (iii10) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with business days after Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case receipt of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsinvoice therefor from Landlord.

Condition of Premises. Landlord shall on the Commencement Date deliver the Premises and with Landlord’s 's Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators completed and the Building structure of the Building shall be and systems in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premisesoperating condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as possession of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in portion thereof by Tenant shall be deemed a delivery of the Premises or the Common Areas or otherwise conduct any to Tenant and, shall constitute conclusive evidence of Tenant's acceptance of the above activities Premises in its "AS-IS" condition, except for Landlord's Work and any punch list items. Not later than ten (10) days after the purpose Commencement Date Landlord and Tenant shall perform a joint inspection of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any developing a comprehensive list of its obligations contained in this Lease and such entry is denied, punchlist items with respect to Landlord's Work that require completion or repair. Landlord shall not cause all punchlist items to be deemed completed or repaired, as applicable, as soon as reasonably possible following the Commencement Date. Tenant acknowledges that neither Landlord nor Agent, nor any representative of Landlord, has made any representation as to the condition of the foregoing or the suitability of the foregoing for Tenant's intended use, except as expressly stated in default hereunder for failing the Lease. Tenant represents and warrants that Tenant has made its own inspection of the foregoing. Neither Landlord nor Agent shall be obligated to perform such obligationsmake any repairs, replacements or improvements (whether structural or otherwise) of any kind or nature to the foregoing in connection with, or in consideration of, this Lease, except (a) as set forth in Sections 5.1, 13.2 and 18 and (b) Landlord's Work. Landlord warrants that, to Landlord's knowledge, on the Commencement Date, the Premises and the Common Areas will comply with all applicable Laws, including the Americans with Disabilities Act.

Condition of Premises. Landlord Subject to Landlord’s repair and maintenance obligations under this Lease, Tenant hereby agrees that the Premises shall deliver be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and Landlordthe suitability of same for Tenant’s Work shall be good purposes, and workmanlike using first class materials. Landlord’s Work is Tenant does hereby warranted for one year from the Rent Commencement Date waive and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited disclaim any objection to, HVACcause of action based upon, mechanical or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business and electrical, elevators Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the structure of Project in its decision to enter into this Lease and let the Building shall be Premises in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premisesabove-described condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “BD” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to The taking of possession of the Premises and/or other parts by Tenant shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Building pipesCivil Code of California or any successor provision of law. Landlord agrees to cause the electrical, ductsplumbing, conduitsheating, wires, appurtenant fixtures, ventilation and mechanical systems, wherever located in air conditioning and other systems serving the Premises or the Building, (ii) to alter, close or relocate any facility be in the Premises or the Common Areas or otherwise conduct any good working order as of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencyCommencement Date. Notwithstanding the foregoing, in if Tenant fails to notify Landlord within ninety (90) days after the event Landlord requires entry into Substantial Completion of the Premises for the purpose of performing Improvements that any of its obligations contained the foregoing items are not in this Lease good working order and condition, then such entry is denied, Landlord items shall not be deemed to be in default good working order and condition and Tenant shall have no further right hereunder to claim otherwise, except for failing to perform such obligationsLandlord’s ongoing obligations under this Lease.

Condition of Premises. Landlord Tenant hereby agrees that except as provided in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall deliver be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and Landlordthe suitability of same for Tenant’s Work shall be good purposes, and workmanlike using first class materials. Landlord’s Work is Tenant does hereby warranted for one year from the Rent Commencement Date waive and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited disclaim any objection to, HVACcause of action based upon, mechanical or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business and electrical, elevators Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the structure of Project in its decision to enter into this Lease and let the Building shall be Premises in good working the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order and/or good repairto obtain, as the case may be, at the time Tenant occupies the Premisesa certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “BD” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to The taking of possession of the Premises and/or other parts by Tenant shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises Civil Code of California or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any successor provision of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord shall deliver the Premises Tenant covenants and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingagrees that, but not limited to, HVAC, mechanical and electrical, elevators and the structure upon taking possession of the Building Premises, Tenant shall be execute Commencement Letter, in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter form attached hereto as Exhibit “B” L, acknowledging (i) the Commencement Date, as defined hereinafter and made a part hereof. The existing leasehold improvements in the Premises as of the expiration date of this Lease, together with and (ii) that Tenant has accepted the Premises for occupancy and that the condition of the Premises, including the Tenant Improvements (as defined herein under defined) constructed thereon by Landlord and the Building was at that time satisfactory and in conformity with the provisions of this Lease subject to Landlord's completion of the details of construction, decoration and mechanical adjustment which, in the aggregate, are minor in character and do not materially interfere with the Tenant's use or enjoyment of the Premises, except for any defects as to which Tenant Work Lettershall give written notice to Landlord on the date of possession. Landlord shall promptly thereafter repair all such defects, but in all events not later than sixty (60) may days, provided that in the event such defect cannot be collectively referred cured within sixty (60) days, Landlord shall have commenced said repair within sixty (60) days and completed the same within a reasonable time. Such Commencement Letter shall become a part of this Lease. Notwithstanding if Landlord has not made and completed the repairs to herein defects as described in said written notice provided by the “Tenant, Tenant Improvements.” Landlord reserves shall have the right from time to timecure such defects and Landlord shall pay the reasonable costs and expenses incurred by or charged to Tenant within ten (10) days of Tenant's written notice to Landlord of such costs and expenses. Any and all hidden defects, but subject latent defects or defects shall be made known to payment Landlord by and/or reimbursement from Tenant as otherwise provided herein: (i) to installwithin 180 days after the Commencement Date or, useif longer than 180 days after the Commencement Date, maintainwithin any period covered by any warranties for any and all work performed on the Premises, repairwhich defects Landlord shall correct promptly after receipt of written notice describing such defects in reasonable detail. Landlord further covenants and agrees that correction of any hidden defects, replace and relocate for service to latent defects or defects affecting the Premises and/or other parts concerning the roof, structure and exterior areas of the Building pipeswill be the responsibility of Landlord, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. which defects Landlord shall use correct promptly after receipt of written notice describing such defects in reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsdetail.

Condition of Premises. On the Commencement Date, Landlord shall deliver and Tenant shall accept the Premises Leased Property in "as is" condition, subject to the rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, easements and Landlord’s Work shall be good other matters of record, all applicable Legal Requirements, the lien of financing instruments, mortgages and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from deeds of trust, and such other matters which would have been disclosed by an inspection of the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators Leased Property and the structure record title thereto or by an accurate survey thereof. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS THE FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, WITH RESPECT TO THE LEASED PROPERTY OR ANY PORTION THEREOF, OR AS TO TITLE, IT BEING AGREED THAT ALL SUCH RISKS SHALL BE BORNE BY TENANT. To the extent permitted by law, however, Landlord grants and assigns to Tenant all of the Building shall be Landlord's rights to proceed against any predecessor in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements title (other than HRPT) for breaches of warranties or representations or for latent defects in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectLeased Property. Landlord shall use reasonable efforts to perform cooperate with Tenant in the prosecution of any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoingclaims, in the event Landlord's or Tenant's name, all at Tenant's sole cost and expense. Tenant shall indemnify, and hold harmless Landlord requires entry into the Premises for the purpose of performing from and against any of its obligations contained loss, cost, damage or liability (including attorneys, fees) incurred by Landlord in this Lease and connection with such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationscooperation.

Condition of Premises. The Plans shall create no responsibility or liability on the part of Landlord for the completeness of such plans or their design sufficiency; provided, however, Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises warrant that as of the date Commencement Date the Landlord Improvements will comply with all Applicable Law. Landlord shall have no obligation to Tenant for defects in design, workmanship, or materials of the Landlord Improvements, but shall use its reasonable best efforts to enforce the contractor's obligations therefore and shall, as appropriate under the terms of this Lease, together assign to Tenant any manufacturer's warranties with respect to the Landlord Improvements. The Landlord Improvements shall be deemed substantially completed on the date on which Landlord delivers to Tenant either (a) an occupancy permit (permanent or temporary) from the governmental agency responsible for issuing the same, or (b) a certification from Landlord's architect or construction manager stating that the Premises are substantially complete and ready for occupancy in accordance with the Plans reasonably acceptable to Tenant Improvements (as defined "Certification"), or that any remaining work fully described by the architect or construction manager on a "punch list" thereafter to be completed by the Landlord's contractor will not substantially adversely affect Tenant's ability to occupy the Premises. Tenant shall approve or reasonably disapprove the Certification within two business days after submittal to Tenant. Tenant's failure to reasonably object within such two business day period shall be conclusively deemed approval of the Certification and Premises by Tenant. Except for the punchlist, Tenant agrees, that by taking possession of the Premises, it acknowledges that it has inspected the Premises, that they are in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timegood condition, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to that it accepts the Premises and/or other parts of the Building pipesin their then current condition, ductsTENANT HEREBY WAIVES ALL WARRANTIES, conduitsEXPRESS OR IMPLIED, wiresREGARDING THE CONDITION AND USE 0F THE PREMISES, appurtenant fixturesINCLUDING, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectBUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Landlord shall use reasonable efforts to perform any such work with the least inconvenience assign to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord any warranties for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in from Landlord's contractor, to the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and extent such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsare assignable.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs Except as otherwise agreed to effect the same shall be included in Operating Expenses. All Building systems includingwriting, but not limited to, HVAC, mechanical and electrical, elevators and the structure Tenant's taking possession of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved conclusive evidence as provided in, and subject to, against the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in that the Premises as were in good order and satisfactory condition when the Tenant took possession, subject to punch list items and latent defects. No promise of the date of this LeaseLandlord to alter, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timeremodel, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in repair or improve the Premises or the Building, (ii) to alter, close or relocate any facility in Building and no representation respecting the condition of the Premises or the Common Areas Building have been made by Landlord to Tenant, other than as may be contained herein or otherwise conduct any in a separate agreement signed by Landlord and Tenant. Tenant shall, at the termination or expiration of this Lease or upon Tenant's abandonment of the above activities for Premises, (i) surrender the purpose of complying with legal requirements for fire/life safety for Premises to Landlord in broom-clean and in good condition and repair - normal wear and tear, casualty and condemnation excepted, and if not returned to Landlord in broom-clean and good condition (normal wear and tear, casualty and condemnation excepted), then Tenant shall pay Landlord the Building or otherwise cost to restore the Premises to broom-clean and good condition and repair thereof on Landlord's demand; (ii) return all keys to Landlord; (iii) to comply at its sole expense, remove any of Tenant's equipment which may cause contamination of the property; (vi) clean up any existing contamination caused by Tenant or Tenant's employees, agents, contractors, or invitees in compliance with all Environmental Requirements; and (v) leave the Premises totally free of any federalcontamination caused by Tenant or Tenant's employees, state agents, contractors or local law, rule or order with respect thereto or the regulation thereof not currently in effectinvitees. Landlord shall use reasonable efforts warrants that to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result best of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through Landlord's knowledge and based on an environmental assessment performed by an independent company that the Premises shall be made without Tenant’s consent except in Project on the case date of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose execution of performing any of its obligations contained in this Lease and such entry on the date possession of the Premises is denied, Landlord given the Tenant is free of any environmental contamination. Tenant shall not be deemed in default hereunder responsible for failing to perform such obligationsany contamination not caused by Tenant, its employees, agents, contractors, or invitees.

Condition of Premises. Landlord shall deliver Tenant has had an opportunity to inspect the condition of the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs agrees to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in accept the Premises “as is” in their condition existing as of the date of this Lease, together with without any obligation on the Tenant Improvements part of Landlord to improve, alter, repair or clean the Premises in any way for Tenant’s occupancy hereunder, except as otherwise expressly provided herein. Notwithstanding the foregoing: (a) Landlord shall deliver the Premises and all Building systems and existing improvements in “as is” condition, except that Landlord shall, at Landlord’s sole expense, perform all work necessary to cause the following (collectively, “Landlord’s Work”) to be true as soon as practicable after the Construction Access Date (and in all events prior to the Rent Commencement Date, in all material respects, subject only to completion of punch list items that do not materially impair Tenant’s use of the Premises) and to remain true through the date which is six (6) months after the Rent Commencement Date; provided, however, that to the extent any of the following becomes untrue after delivery of Landlord’s Completion Notice (as defined in the Tenant Work Letterbelow) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same any modifications or otherwise make claim against Landlord for interruption improvements made by Tenant or interference with its contractors (subject to the provisions of Section 2.3(e) below), or as a result of any damage occurring in the course of Tenant’s business and/or operations. No incursion into use or through occupancy of the Premises (including [without limitation] damage arising from excessive use, misuse, negligence or willful misconduct by Tenant or its contractors or employees, or as a result of any failure by Tenant to observe reasonable and customary preventive maintenance procedures, or from any other similar cause, but excluding any damage in the nature of ordinary wear and tear, which for purposes of this provision shall be construed to include [without limitation] system or equipment failures, defects or other operational deficiencies to the extent arising or occurring in the course of ordinary use and operation of Building systems and existing improvements in an ordinary and reasonable manner and not attributable to the kinds of aggravating factors listed at the beginning of this parenthetical), then Landlord shall not be responsible for correction of the applicable conditions under this Section 2.3 and the responsibilities of the parties with respect to the repair or correction of the applicable conditions shall instead be governed by Article 8 and any other applicable provisions of this Lease other than this Section 2.3: (i) the Building roof shall be in good and watertight condition; (ii) the structural elements of the Building and all existing Building systems (including, but not limited to, mechanical, electrical, plumbing and life safety systems), utilities serving the Premises, Building glazing, Building roll-up doors (if any) and other existing improvements in the Premises shall be made without in good working condition and operable in their current locations (provided that nothing in this subparagraph (ii) shall require Landlord to perform any seismic upgrade of the Building structure which is not otherwise required under applicable law); (iii) the walkways, parking lots, driveways and landscaping in the Common Areas shall be in good working condition; (iv) the Premises and existing improvements therein, as delivered to Tenant, shall comply and conform with all applicable laws, ordinances, regulations and building codes (including, but not limited to, the Americans with Disabilities Act (“ADA”)). and (v) Landlord shall have Substantially Completed construction of those portions of the Service Annex designated for exclusive or shared use by the occupant of the Building, including all systems and improvements reasonably required for the contemplated use thereof, in accordance with Section 2.3(d) below. To the extent it is not reasonably practicable for Landlord’s Work to be completed by the Construction Access Date, Landlord shall thereafter continue to proceed diligently and with reasonable efforts to complete Landlord’s Work as promptly as practicable thereafter, and Landlord and Tenant shall continue to cooperate reasonably and in good faith with one another (and cause their respective consultants and contractors to cooperate reasonably and in good faith with one another) in the manner described in Section 2.2 above in connection with the concurrent performance of their respective work in the Building. Following Landlord’s written notice to Tenant that Landlord has completed Landlord’s Work and is delivering the Premises and the existing Building systems and improvements in the condition required above in this paragraph (“Landlord’s Completion Notice”), Tenant shall thereafter during the term of this Lease be responsible (subject, however, to any corrective obligations of Landlord as expressly set forth in this Section 2.3) for maintenance, repair and/or replacement of all such systems and improvements to the extent required in accordance with Article 8 hereof. Notwithstanding the preceding sentence, if Landlord’s obligations with respect to Landlord’s Work under this paragraph are violated in any respect, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to correct promptly and diligently, at Landlord’s sole cost, the condition(s) constituting such violation; provided, however, that Tenant’s consent failure to give such written notice to Landlord regarding any alleged violation within six (6) months after the Rent Commencement Date shall give rise to a conclusive and irrebuttable presumption that Landlord has complied with all Landlord’s obligations under this paragraph. TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS IN THE PREMISES, AND THAT LANDLORD MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3. (b) As set forth in the Workletter attached hereto as Exhibit B and incorporated herein by this reference (the “Workletter”), Landlord shall provide Tenant with a tenant improvement allowance in the amount of up to Ten Dollars ($10.00) per square foot, equivalent to an aggregate allowance of up to Four Hundred Fifty-Seven Thousand Nine Hundred Forty Dollars ($457,940) (the “Tenant Improvement Allowance”) towards the construction of Tenant Improvements by Tenant in the Premises. Tenant’s construction of such Tenant Improvements shall be governed by the provisions of Article 7 hereof and of the Workletter, and such Tenant Improvements shall be constructed in compliance with all of the provisions thereof (including, without limitation, all conditions relating to Landlord’s approval of plans and specifications), as well as the provisions of this Section 2.3. The Tenant Improvement Allowance shall not be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any cost or expense associated with any moveable furniture, trade fixtures, personal property or any other item or element which, under the applicable provisions of this Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of this Lease. Any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within two (2) years after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter. Additional conditions and procedures relating to the disbursement of the Tenant Improvement Allowance shall be as set forth in the Workletter or as otherwise reasonably prescribed in writing by Landlord. The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under this Lease and will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 hereof, nor shall any expiration of any portion of the Tenant Improvement Allowance as provided above result in any credit against or other adjustment with respect to the rental amounts set forth in Section 3.1 hereof. (c) Landlord warrants to Tenant that the Premises as they exist on the date of Landlord’s Completion Notice, but without regard to Tenant’s improvements therein or to the particular use for which Tenant will occupy the Premises, shall not violate any covenants or restrictions of record, and shall comply and conform with all applicable laws, building codes, regulations and ordinances in effect on the date of Landlord’s Completion Notice. Tenant warrants to Landlord that the Tenant Improvements and any other improvements constructed by Tenant from time to time shall comply and conform with all applicable laws, building codes, regulations and ordinances in effect at the time such improvements are placed in service. Without limiting the generality of the foregoing, the parties acknowledge that Landlord shall be responsible for ADA and building code compliance and conformance for all improvements in the Building and Common Areas as they exist on the date of Landlord’s Completion Notice (except to the extent, if any, that the compliance and conformance of such improvements in the Building and/or Common Areas are affected by the improvements constructed by Tenant or by Tenant’s particular use of the Premises) and that Tenant shall be responsible for ADA and building code compliance required in connection with or as a result of improvements constructed by Tenant. If it is determined that any of these warranties has been violated, then it shall be the obligation of the warranting party, after written notice from the other party, to correct the condition(s) constituting such violation promptly, at the warranting party’s sole cost and expense. TENANT ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE, NEITHER LANDLORD NOR ANY AGENT OF LANDLORD HAS MADE ANY REPRESENTATION OR WARRANTY AS TO THE PRESENT OR FUTURE SUITABILITY OF THE CENTER OR THE PREMISES FOR THE CONDUCT OF TENANT’S BUSINESS OR PROPOSED BUSINESS THEREIN. (d) As part of Landlord’s Work, Landlord shall construct in a good and workmanlike manner and in compliance with all applicable laws, ordinances, rules and regulations a combined service yard and loading area and related systems and improvements (collectively, the “Service Annex”) located in the area between the Building and the adjacent building located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Adjacent Building”) and serving both the Building and the Adjacent Building. (i) The parties intend that the Service Annex will include (but not necessarily be limited to) appropriate areas for vehicle deliveries, trash and hazardous materials storage, future emergency generator areas, and an elevator suitable for freight/passenger use to serve second floor spaces in the Building and the Adjacent Building, and that the Service Annex will also include areas in which systems and equipment can be installed by or at the request of the respective tenants of the Building and the Adjacent Building to support their occupancy of and operations in the Building and the Adjacent Building, respectively. (ii) The approximate location of the Service Annex is shown on the Building Plan. Also shown on the Building Plan are two areas immediately adjacent to the Building, designated respectively as “Chemical Storage Enclosure” (the “Chemical Storage Area”) and “Emergency Generator Enclosure” (the “Emergency Generator Area”), which areas are for the exclusive use of the occupant of the Building and shall be deemed to be part of the Service Annex for purposes of Landlord’s construction obligations under this Section 2.3, but are not enclosed and are therefore not included in the calculation of the square footage of the Premises and/or of the Service Annex for purposes of any formulas or other calculations under this Lease that are based on the square footage of the Premises and/or of the Service Annex. (iii) As part of the design and development of the Service Annex, Landlord has designated various portions of the Service Annex for exclusive use by the occupant of the Building, for exclusive use by the occupant of the Adjacent Building, or for shared, nonexclusive use by the occupant of the Building and the occupant of the Adjacent Building. The interior layout of the Service Annex as presently under construction, including Landlord’s designation of shared areas and exclusive-use areas for the Building and the Adjacent Building, respectively, is shown on the Service Annex Plan. Landlord agrees that to the extent Tenant’s operations in the Building do not require installation of HVAC or other mechanical equipment in the area designated as “900 Mechanical Room” on the second floor layout contained in the Service Annex Plan, Tenant may use that exclusive use area for storage or other purposes reasonably ancillary to Tenant’s use and occupancy of the Building, subject to (A) compliance by Tenant, at Tenant’s expense, with all applicable laws, ordinances, regulations and requirements (if any) triggered by the particular nature of such alternative use, including (but not limited to) indicating Tenant’s proposed storage use on its drawings submitted to the City of Redwood City for the Tenant Improvements and obtaining an appropriate permit from the City of Redwood City for any construction work to be performed by Tenant in that area, and (B) Landlord’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed, but may be conditioned upon restoration by Tenant at the termination or expiration of the term of this Lease, to the extent such a condition is contemplated or permitted under Article 7 of this Lease), to the extent Tenant’s proposed storage use involves construction of any improvements that would impair or otherwise be incompatible with use of such area as a mechanical room by any future tenant of the Building, or to the extent Tenant’s proposed storage use involves modification, removal or elimination of Building systems which have been installed by Landlord in such area or which would otherwise customarily be located in that area. (iv) The Service Annex as heretofore designed and as already under construction as of the Lease Commencement Date has been determined by Landlord to contain a total of 7,988 square feet, measured from exterior faces of exterior walls and from the interior faces of common walls shared with the Building or the Adjacent Building. For purposes of measuring the square footage of the Premises under this Lease (including, but not limited to, measurements contemplated in Section 3.1(d) below), Landlord has allocated the square footage of the Service Annex between the Building and the Adjacent Building in the manner shown in the Service Annex Plan, and has determined that the portion of the Service Annex square footage allocable to the Building is 4,118 square feet and that the portion allocable to the Adjacent Building is 3,870 square feet, consisting in the case of an emergencyeach respective building of 50% of the square footage of shared use areas and 100% of the square footage of that building’s exclusive use areas. Notwithstanding Landlord has shared the foregoingplans and square footage allocations for the Service Annex with Tenant, and the parties have mutually approved the foregoing square footage measurements and allocations and agreed that such measurements and allocations shall be final and binding for purposes of this Lease. (e) Paragraph 2(b) of the Workletter contains various specific provisions regarding the allocation of certain costs and of certain legal compliance responsibilities between Landlord and Tenant. The provisions of this Section 2.3 with respect to legal compliance responsibilities and expenses are subject to such specific allocation provisions set forth in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease Workletter, which provisions are incorporated herein and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsbe part of this Section 2.3 as if fully set forth herein.

Condition of Premises. Landlord Except for latent defects not discoverable within ninety (90) days of the original execution date of the Lease, Tenant’s taking possession shall deliver be conclusive evidence as against Tenant that the Premises were in good order and Landlord’s Work shall be good satisfactory condition when Tenant took possession. Landlord represents that the Building complies with all municipal ordinances and workmanlike using first class materialscodes and satisfies the requisites of the Americans with Disabilities Act (ADA). Landlord’s Work is hereby warranted Except for one year from the Rent Commencement Date and foregoing, no costs promise of Landlord to effect alter, remodel or improve the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure Premises of the Building shall be in good working order and/or good repair, as and no representation respecting the case may be, at condition of the time Premises or the Building have been made by or on behalf of Landlord to Tenant occupies except to the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and extent expressly set forth herein or made a part hereof. The existing leasehold improvements Specifically, except for the foregoing, Tenant accepts Premises in an “as is” condition. A. It shall be Tenant’s obligation to determine whether the Premises comply with the appropriate governmental regulations for Tenant’s intended use. Landlord makes no warranty as to the Premises’ suitability for any particular use. Tenant shall make all repairs, alterations and other renovations (collectively the “Improvements”) of the date Premises which are necessary to make the Premises fit for its occupancy and for the purposes described herein at its expenses and costs subject to Landlord paying Tenant a Tenant Improvement Allowance as provided in subsection (K) hereof. Such remodeling and renovation shall be undertaken in conformance with the provisions of this Section 4. B. Within thirty (30) days of beginning construction, Tenant shall submit to Landlord two sets of prints of office design drawings showing the desired design character and finishing of the Premises. C. If the design drawings are returned to Tenant with comments, but not bearing the approval of Landlord, such design drawings shall be immediately revised by Tenant and resubmitted to Landlord within three (3) days of receipt by Tenant. Landlord agrees that its approval shall not be unreasonably withheld. D. Promptly following the date on which the design drawings bearing Landlord’s approval (with or without suggested modifications) are returned to Tenant, Tenant, at its sole cost and expense, shall cause working drawings and specifications (the “Plans”) for the Premises based on the design drawings as approved by Landlord to be prepared. E. Landlord shall review the Plans and shall notify Tenant, within three (3) days of receipt of the Plans, of the matters, if any, in which the Plans fail to conform to the approved design drawings or otherwise fail to meet with Landlord’s approval. Landlord agrees that is approval shall not be unreasonably withheld. F. Construction of the Improvements shall be completed in accordance with the Plans approved by Landlord, shall be carried out in a good, workmanlike and prompt manner, shall comply with all applicable statutes, laws, ordinances, regulations, rules, orders and requirements of the authorities having jurisdiction thereof, and shall be subject to inspection and monitoring by Landlord. G. Immediately following Landlord’s approval of the Plans, Tenant shall obtain all permits and other governmental approvals required for construction of the Improvements. H. Prior to the commencement of construction of the Improvements, Tenant shall provide Landlord with the following: (i) Certification showing evidence of insurance as required by all sections of the Lease for both Tenant and Tenant’s contractors. Such certificates shall state that the required coverage shall remain in force for the duration of construction. (ii) Copy of all required building and/or special permits and approvals issued by the appropriate governmental authorities for the Improvements. I. Upon completion of construction of the Improvements and prior to opening for business, Tenant shall provide Landlord with the following: (i) A copy of the certificate of occupancy. (ii) Lien waivers or substitution documentation acceptable to the title company facilitating draw requests from all contractors, subcontractors and material suppliers. J. Any roof penetration shall be performed only by Landlord’s contractors. Work performed by any other contractor will void roof warranty and be deemed a default under the Lease. K. Tenant shall be entitled to install a generator within the Building’s mechanical room, subject to satisfying Village of Arlington Heights’ code requirements. Landlord shall have no responsibility with respect to such generator, and Tenant shall remove same upon termination of the Lease and restore the area to the condition existing at the time of Lease execution, reasonable wear and tear excepted. In the event another tenant requests the right to install a generator for its premises and such request causes Landlord to increase the size of the mechanical room thereby reducing underground parking, Tenant’s right to park within the indoor parking area shall be reduced accordingly to accommodate the larger mechanical room. L. Landlord agrees to pay Tenant a construction allowance not to exceed One Million Six Hundred Thirty-Six Thousand Two Hundred Eighty and 54/100 Dollars ($1,636,280.54) of Tenant’s documented cost to improve the Premises (“Tenant Improvement Allowance”). Tenant may make periodic draw requests (not to exceed three (3) draws during construction of the Improvements). Provided that no Event of Default exists under this Lease at the time a draw is requested, said amount will be paid to Tenant within thirty (30) days after Tenant furnishes Landlord and title company disbursing such funds, the following: (i) Sworn statement from contractor and subcontractor to owner from Tenant listing all contractors and suppliers Tenant contracted with in connection with the work being paid for with such draw, together with the Tenant Improvements (as defined cost of each contract, all in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service a form reasonably acceptable to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, title company. (ii) Mechanic’s lien releases from the general contractor and all other contractors and suppliers who have performed work or furnished supplies (or substitution documentation acceptable to alter, close the title company facilitating draw requests) for or relocate any facility in connection with Tenant’s work at the Premises for which payment is being sought (including all parties listed in the Premises or the Common Areas affidavits referenced in subsection L(i) above) or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise provides evidence that all sums due and payable to such parties have been paid. (iii) To the extent Tenant does not spend the entire Tenant Improvement Allowance on construction of the Premises, such amount may be used toward furniture, telecommunications equipment and to comply with the extent there is any federalremaining amounts not used, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts such amount may be applied to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsnext due.

Condition of Premises. 2.01. Landlord, at Landlord's sole cost and expense, shall perform the work in and to the Demised Premises described in Exhibit B annexed to this Lease (the "Workletter"). Tenant acknowledges that the Workletter represents the agreement of Landlord and Tenant concerning all work to be performed by Landlord in the Demised Premises and that any work not specifically delineated in the Workletter shall not be performed by Landlord. Landlord reserves the right to make such changes and/or substitutions in the Workletter as may be required by any governmental agency having jurisdiction over the Demised Premises or as may be required by site conditions, subject to Tenant's written approval, which approval shall not be unreasonably withheld or delayed. All of the facilities, materials and work to be furnished, installed and performed by Landlord in the Demised Premises pursuant to the Workletter are referred to herein as "Landlord's Work". Any upgrades or additional work not included in the Workletter and any amendments or addendums thereto, that Tenant requests Landlord to perform shall not be deemed a portion of Landlord's Work and may be performed by Landlord after payment by Tenant of the cost of such upgrades or additional work in cash, electronic funds transfer ("EFT") or by check, as directed by Landlord; it is expressly understood and agreed that Landlord shall deliver have no obligation whatsoever to perform any such additional work, except as stated expressly in the Workletter and any amendments or addendums thereto, unless the same is required for the issuance of the certificate of occupancy for the Original Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repairExpansion Space, as the case may besame is applicable. Attached hereto as Exhibit "T" is a list of Tenant's requested upgrades or additional work that Landlord has agreed as of the date hereof to perform. Landlord shall not be obligated to accept any additional requests from Tenant for additional work in the Demised Premises except as set forth on Exhibit "T". 2.02. Landlord's Work for the Original Premises and/or the Expansion Space shall be deemed to have been substantially completed notwithstanding that minor or insubstantial details of construction, decoration or mechanical adjustment and/or minor "punch list" items remain to be performed, provided that (x) any and all required life safety systems (as hereinafter defined) in connection with the issuance of certificate of occupancy for the respective space are installed and properly functioning; (y) the aggregate cost of the "punch list" items for the Original Premises does not exceed One Hundred and Forty Thousand ($140,000) Dollars and the aggregate cost of the "punch list" items for the Expansion Space does not exceed Forty Thousand ($40,000) Dollars; and (z) the Original Premises or Expansion Space, as the same is applicable, are accessible and reasonably usable for the conduct of Tenant's business. Landlord shall provide Tenant with ten (10) days prior written notice of when it will have substantially completed the (i) Original Premises and (ii) the Expansion Space.. If Landlord shall be delayed in substantially completing Landlord's Work as a direct result of any act, neglect, failure or omission of Tenant, its agents, servants, employees, contractors, or subcontractors such delay shall be deemed a "Tenant Delay". A Tenant Delay shall include, without limitation, the following items: (i) Tenant's failure to supply necessary information requested by Landlord necessary to substantially complete the Demised Premises after written request by Landlord; or (ii) Tenant's untimely request for materials, finishes or installations other than as set forth in the Workletter which are not readily available at the time Landlord is ready to install same or are not consistent with the Workletter or the Tenant occupies Upgrades; or (iii) Tenant's changes in drawings, plans or specifications for Landlord's Work in the PremisesDemised Premises pursuant to the Workletter which would require Landlord to either refile or amend its filings with the Building Department. 2.03. The Premises Tenant shall pay to Landlord a sum equal to any reasonable additional cost to Landlord (i.e., the total cost incurred by Landlord for labor, materials and engineering in excess of the aggregate costs which Landlord would have incurred to complete Landlord's Work if there had been no Tenant Delay) in completing Landlord's Work resulting from any Tenant Delay. Any such sums shall be initially improved paid to Landlord within thirty (30) days after Tenant receives Landlord's invoices therefor. Such costs shall be collectible in the same manner as provided inadditional rent whether or not the term of this Lease shall have commenced, and subject toin default of payment thereof, Landlord shall (in addition to all other remedies) have the same rights as in the event of default of payment of Fixed Annual Rent. 2.04. If the occurrence of the Commencement Date shall be delayed by direct result of any Tenant Delay, the Commencement Date shall be accelerated by the number of days of such Tenant Delay. 2.05. Tenant, by entering into possession of the Original Premises and/or the Expansion Space for the conduct of its business, shall be deemed to have conclusively agreed that Landlord has performed all of its obligations hereunder solely with respect to Landlord's Work Letter attached hereto as Exhibit “B” with respect to applicable space, and made a part hereof. The existing leasehold improvements that the Original Premises and/or the Expansion Space are in the Premises satisfactory condition as of the date of such possession, except for latent defects and items remaining to be performed by Landlord pursuant to Section 2.01 above and subject to the one (1) year warranty given to Tenant by Landlord as set forth in Article 7. 2.06. Notwithstanding anything to the contrary contained herein, (a) if Tenant provides Landlord with an approved Plan for the Original Premises by June 20, 2005 (TIME BEING OF THE ESSENCE), and Landlord fails to deliver possession to Tenant of the Original Premises in the condition required by this LeaseLease by (i) October 15, together with 2005, Tenant shall be entitled to a rent abatement equal to one (1) day of Fixed Annual Rent for the Original Premises for each day thereafter that Landlord fails to so deliver the Original Premises to Tenant, or (ii) November 1, 2005, Tenant Improvements shall be entitled to a rent abatement equal to two (2) days of Fixed Annual Rent for the Original Premises for each day thereafter that Landlord fails to so deliver the Original Premises to Tenant; or (b) if Tenant fails to deliver to Landlord an approved Plan for the Original Premises by June 20, 2005, (i) Landlord's time to complete the Original Space shall be extended for two (2) days for each day that Tenant fails to so deliver the approved Plan to Landlord, and (ii) Tenant shall forfeit one (1) day of Holdover Rent (as defined in Article 44) for each day after June 20, 2005 that Tenant fails to so deliver the Tenant Work Letter) may be collectively referred approved Plan to herein as the “Tenant ImprovementsLandlord.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall deliver not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, in the event that, as of the Lease Commencement Date, the base building HVAC, plumbing, life safety and Landlord’s Work electrical systems of the Building described in the Project Specifications (as defined in Exhibit B), in their condition existing as of such date, do not comply with applicable laws in effect as of the date hereof (including, without limitation, the Americans with Disabilities Act), then Landlord shall be good responsible, at its sole cost and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same expense which shall not be included in Operating Expenses, for correcting any such non-compliance to the extent required by applicable laws as soon as reasonably possible after receiving notice thereof from the applicable governmental authority. All Building In addition, during the first twelve (12) months of the Lease Term, (x) if a repair is required to such base building systems and equipment described above, and (y) such repair is due other than as a direct result of the gross negligence of Tenant, and (z) if such repair is covered by a warranty, then Landlord shall use commercially reasonable efforts to make such repair. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business (including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building any zoning/conditional use permit requirements which shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of not affect Tenant’s obligations under this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency). Notwithstanding the foregoing, Landlord acknowledges and agrees that, as of the Effective Date, the Property is zoned to permit general laboratory use and general office use and the Premises, including the base building HVAC, plumbing, life safety and electrical systems of the Building, are in good working order, repair and condition as of the event Landlord requires entry into Lease Commencement Date. The taking of possession of the Premises for by Tenant shall conclusively establish that the purpose of performing Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and without any of its obligations contained in this Lease and such entry is deniedobligation on Landlord’s part to make any alterations, Landlord shall not be deemed in default hereunder for failing to perform such obligationsupgrades or improvements thereto.

Condition of Premises. Landlord shall deliver possession of the Premises to Tenant, and LandlordTenant shall accept the same, in its “AS IS” condition, subject to all recorded matters and governmental regulations, and without any warranties of any kind, including without limitation, any warranty of condition, or compliance with law, or that the Premises or any Building system are suitable for Tenant’s Work shall be good use. Tenant agrees that Landlord has no obligation and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from has made no promise to alter, remodel, improve, or repair the Rent Commencement Date and no costs Premises or any part thereof or to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may bebring into compliance with applicable laws, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The or improve any condition existing leasehold improvements in the Premises as of the date Commencement Date or a condition to Tenant’s acceptance of this Lease, together with the Premises. Tenant Improvements (agrees that neither Landlord nor any of Landlord’s employees or agents has made any representation or warranty as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts present or future suitability of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever Premises for the conduct of Tenant’s business therein. Any improvements or personal property located in the Premises are delivered without any representation or warranty from Landlord, either express or implied, of any kind, including merchantability or suitability for a particular purpose. Notwithstanding the Buildingforegoing to the contrary, (ii) to alter, close or relocate any facility in Landlord shall deliver the Premises or to Tenant with the Common Areas or otherwise conduct heating, ventilation and air-conditioning unit(s), electrical, life-safety and plumbing serving the Premises in good working condition as of the date that Landlord delivers the Premises to Tenant. Tenant shall notify Landlord in writing within one month after the delivery of the Premises to Tenant if any of the above activities for foregoing are not in good condition, which notice shall specify in detail why Tenant believes such item(s) are not in good working condition. Tenant’s failure to so notify Landlord in writing within the purpose of complying with legal requirements for fire/life safety for foregoing one month period shall be deemed to be that the Building or otherwise and foregoing items (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently items for which no notice was provided) serving the Premises were in effectgood working condition as of the date required hereunder. Tenant, pursuant to a separate agreement, has agreed to acquire separate items of furniture from a prior subtenant of the Premises. Landlord shall use reasonable efforts have no responsibility or liability with respect to perform any such work with the least inconvenience to furniture. Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises agrees that it shall be made without Tenant’s consent except in solely responsible for any sales tax with respect to the case transfer of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsfurniture.

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord shall deliver nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord’s Work shall be good and workmanlike using first class materials's part to make any alterations, upgrades or improvements thereto. Landlord’s Work is hereby warranted for one year from Notwithstanding anything to the Rent contrary in Section 11.1 or this Section 11.2, as of the Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including(i) all plumbing, but not limited to, HVAC, mechanical and electrical, elevators HVAC and mechanical systems in the structure of the Building Premises shall be in good working order and/or good repair, as (with the case may be, at exception of failures to such systems caused by Tenant and the time Tenant occupies repairs needed to the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises HVAC Landlord warrants that: (i) as of the date of this Lease, together with the Tenant Improvements (hereof and as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the BuildingPremises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to alter, close or relocate any facility lease the Premises to Tenant on the terms and conditions set forth in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise Lease; and (iii) to comply with any federalas of the Commencement Date, state or local lawas soon thereafter as is reasonably practicable, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts complete its currently planned improvements to perform the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any such work with violation of the least inconvenience foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant as possible, but in no event shall Tenant be permitted agrees to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through accept the Premises shall be made without Tenant’s consent except in the case of an emergencytheir "as is" condition. Notwithstanding the foregoing, in the event Landlord requires entry into Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the purpose repair of performing any of its obligations contained in this Lease and such entry is deniedsame, subject to reimbursement by Landlord shall not be deemed in default hereunder for failing to perform such obligationsfrom the Construction Allowance.

Condition of Premises. Except as specifically set forth herein, Landlord shall deliver not be obligated to provide or pay for any improvement work or services related to the improvement of the Second Expansion Premises, and Tenant shall accept the Second Expansion Premises in its presently existing, “as-is” condition. In addition, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises, and Tenant shall continue to accept the Existing Premises in its presently existing, “as-is” condition. Notwithstanding the foregoing, Landlord shall construct the improvements in the Existing Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from Second Expansion Premises pursuant to the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure terms of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit B (the “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect”). Landlord shall use deliver the Second Expansion Premises to Tenant in good, vacant, broom clean condition with the roof (and roof membrane) water-tight and shall cause the Building Systems (as that term is defined in Section 7.3 of the Original Lease) serving the Second Expansion Premises to be in good operating condition and repair (all of the foregoing, the “Delivery Condition”) on or before the Second Expansion Commencement Date. Further, Landlord shall redeliver the Existing Premises to Tenant on or before the Existing Premises Recommencement=Date. Notwithstanding anything in the Lease to the contrary, in connection with the foregoing Landlord shall, at Landlord’s sole cost and expense (which shall not be deemed an Operating Expense), repair or replace any failed or inoperable portion of the such Building Systems serving the Second Expansion Premises (or the Existing Premises, as the case may be) during the first twelve (12) months of the Second Expansion Term (or, for the Existing Premises, the first twelve (12) months after the Existing Premises Recommencement Date) (“Warranty Period”), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, and/or negligence of Tenant, its subtenants and/or assignees, if any, or any company which is acquired, sold or merged with Tenant (collectively, “Tenant Damage”), or by any modifications, Alterations or improvements constructed by or on behalf of Tenant (except for the Tenant Improvements). Landlord shall coordinate such work with Tenant and shall utilize commercially reasonable efforts to perform any such work the same in a manner designed to minimize interference with ▇▇▇▇▇▇’s use of the least inconvenience Premises. To the extent repairs which Landlord is required to make pursuant to this Section 6 are necessitated in part by Tenant as possibleDamage, but in no event then Tenant shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against reimburse Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through an equitable proportion of the Premises shall be made without Tenant’s consent except in the case cost of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsrepair.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall deliver not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, that the Systems and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included Equipment (as defined in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of Section 4.2.4 below) serving the Building shall be in good working order and/or good repairand condition, as the case may bePremises will be broom-clean condition, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided infree and clear of all occupants and personal property, and subject tothe Building and Project will be compliant with all applicable laws, rules, orders, and regulations, including, without limitation, the Americans with Disabilities Act of 1990 (as amended, the “ADA”). Tenant Work Letter attached hereto also acknowledges that, except as Exhibit “B” and made a part hereof. The existing leasehold improvements otherwise expressly set forth in the Premises as of the date of this Lease, together neither Landlord nor any agent of Landlord has made any representation or warranty with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service respect to the Premises and/or other parts of the Building pipesPremises, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas Project or otherwise conduct any of their condition, or with respect to the above activities suitability thereof for the purpose conduct of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises (including, but not limited to, any zoning/conditional use permit requirements which shall be made without Tenant’s consent except in the case of an emergencyresponsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Notwithstanding the foregoing, Landlord represents and warrants to Tenant that, as of the Effective Date, the Property is zoned to permit laboratory, office, life science, research and development uses as of right. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition, subject to Landlord’s representations, warranties and obligations expressly set forth in the event Landlord requires entry into the Premises for the purpose of performing Lease and, except as provided herein, without any of its obligations contained in this Lease and such entry is deniedobligation on Landlord’s part to make any alterations, Landlord shall not be deemed in default hereunder for failing to perform such obligationsupgrades or improvements thereto.

Condition of Premises. Landlord Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in good condition and repair, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the Building to Landlord. Upon Tenant’s vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing so under Section 20.2), and shall remove any Alterations (whether or not made with Landlord’s Work consent) that Landlord may (at Landlord’s election, made at the time such Alterations were installed) require Tenant to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s expense. Such repairs shall be good performed in a manner satisfactory to Landlord and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includinginclude, but are not limited to, HVACthe following: capping all plumbing, mechanical capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and electrical, elevators and the structure thorough cleaning of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises If Tenant fails to remove any items that Tenant has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord’s option, become the property of Landlord and Landlord shall be initially improved as provided in, have the right to remove and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as retain or dispose of the date of this Leasesame in any manner, together with the without any obligation to account to Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectproceeds thereof. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim waives all claims against Landlord for interruption any damages to Tenant resulting from Landlord’s retention or interference with Tenant’s business and/or operationsdisposition of such Alterations or personal property. No incursion into or through the Premises Tenant shall be made without Tenantliable to Landlord for Landlord’s consent except in the case costs of an emergency. Notwithstanding the foregoingremoving, in the event Landlord requires entry into the Premises for the purpose storing and disposing of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsitems.

Condition of Premises. ‌ Tenant hereby acknowledges that this Lease is entered into by Landlord shall deliver pursuant to the provisions of California Streets and Highways Code Section 104.30 which identifies a temporary shelter/feeding program as a public use, and that authorization allows but does not mandate lease of highway airspace for temporary shelter/feeding program use. The use of the Premises for a temporary shelter must be consistent with the Governor’s signing document enacting similar Streets and Highways Code sections and only be for temporary shelter use and not permanent housing. Such temporary use does not create a right of occupancy (Exhibit “B”). Further, any structure erected on the Premises by Tenant must be a temporary structure only and not permanent. ▇▇▇▇▇▇▇▇ has conducted no inspection of the Premises to determine suitability of the Premises for the intended use, and Tenant is solely responsible for conducting a sufficient inspection, prior to entering into this Lease, for determining the suitability of the Premises for its intended use. By signature of its authorized representative herein, Tenant hereby certifies and agrees that it has conducted its own inspection of the Premises and Landlord’s Work shall be good is entering into this Lease solely upon reliance of its own inspection and workmanlike using first class materialsnot on the basis of any promises or obligations of Landlord other than those set forth herein. Landlord’s Work is Tenant hereby warranted for one year from accepts the Rent Commencement Date Premises in their “AS-IS” condition, with all faults, both known and no costs to effect the same shall be included in Operating Expenses. All Building systems includingunknown, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements which would have been discovered in the Premises course of a reasonable inspection, existing as of the date of the execution hereof. Tenant has had an opportunity to inquire and discover all applicable zoning, municipal, county, state and federal laws, ordinances and regulations, governing and regulating the use of the Premises, and accepts this Lease subject thereto without limitation. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises or the suitability thereof for the specified use; nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises. Tenant acknowledges that Landlord specifically does not warrant fitness of the Premises for the specified use and specifically does not warrant the Premises fit for human habitation, whatsoever. Except as may be otherwise expressly provided in this Lease, together the taking of possession of the Premises by Tenant shall constitute acknowledgement that the Premises are in good condition, and ▇▇▇▇▇▇ agrees to accept the Premises in their presently existing condition "AS-IS", and that Landlord shall not be obligated to make any improvements or modifications thereto. Tenant is a political subdivision with the staff and resources necessary to investigate the condition of the Premises and hereby agrees and acknowledges that it has made a sufficient investigation of the condition of the Premises existing immediately prior to the execution of this Lease (including investigation of the surface, subsurface and groundwater for contamination and hazardous materials as defined in Section 5.6) and is satisfied that the Premises will safely support Tenant’s use and type of improvements, if any, to be constructed and maintained by Tenant Improvements upon the Premises. Tenant’s investigation sets a base line condition as documented in Exhibit “C” and shall be used to determine if improvements are required to make the Premises safe for homeless clients and facility staff. Investigation included a Phase I Environmental Site Assessment (ESA) (as defined in Exhibit “F”) reviewed and accepted by Landlord and any invasive sampling indicated by the results of the ESA or required by a regulatory agency with jurisdiction. Tenant Work Letterhereby acknowledges and agrees that the Premises are otherwise fully fit physically for the uses required and permitted by this Lease and that ▇▇▇▇▇▇ accepts all risks associated therewith. Tenant acknowledges that (1) may Landlord has informed Tenant prior to the commencement of the term of this Lease that Landlord does not know nor has reasonable cause to believe that any release of any hazardous material, other than the Aerially Deposited Lead (ADL) discussed below, has come to be collectively referred located on or beneath the Premises; (2) prior to herein as the “commencement of the term of this Lease, Landlord has made available to Tenant, for review and inspection, records in the possession or control of Landlord which might reflect the potential existence of hazardous materials on or beneath the Premises; (3) Landlord has provided Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service access to the Premises and/or other parts for a reasonable time and upon reasonable terms and conditions for purposes of providing to Tenant the Building pipesopportunity to investigate, ducts, conduits, wires, appurtenant fixtures, sample and mechanical systems, wherever located in analyze the soil and groundwater on the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose presence of complying with legal requirements hazardous materials and that upon discovery of hazardous materials, Tenant shall promptly disclose the information to Landlord and such information shall be listed in Exhibit “C”; (4) by signing this Lease Tenant represents to Landlord that, except for fire/life safety for ADL and as otherwise may be stated in Exhibit “C” attached hereto and by this reference incorporated herein, Tenant does not know nor has reasonable cause to believe that any release of hazardous material has come to be located on or beneath the Building Premises; (5) the hazardous substances, other those listed in Exhibit “C”, which are introduced to the Premises, or otherwise and (iii) to comply with any federalexposed or disturbed, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with during Tenant’s business and/or operations. No incursion into or through period of use and possession as tenant of the Premises shall be made without completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations; and (6) the hazardous substances, other than those listed in Exhibit “C”, which are found on the Premises during Tenant’s consent use, possession, or development of the Premises shall be completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations. The term “hazardous substance,” as used herein, has the same meaning as that definition under Section 25316 of the California Health and Safety Code. ▇▇▇▇▇▇ agrees that, except as otherwise expressly provided in this Lease, Tenant is solely responsible without any cost or expense to Landlord to take all actions necessary, off as well as on the case Premises, to improve and continuously use the Premises as required by this Lease and in compliance with all applicable laws and regulations. Tenant expressly acknowledges and understands that (1) use of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for a temporary emergency shelter/feeding program is being allowed at Tenant’s request; (2) the purpose Premises are not designed for temporary emergency shelter/feeding program use; and (3) the Premises lie in close proximity to a State Highway presenting an increased risk of performing any exposure for clients of its obligations contained in a temporary emergency shelter/feeding program operated on the Premises to vehicular emissions, including the possible exposure to ADL. Tenant further expressly acknowledges and understands that the operation of the State Highway will continue at all times during the anticipated term of this Lease Lease, and such entry is deniedthat normal highway traffic, Landlord shall not be deemed in default hereunder for failing highway operations, and the foreseeable misuse of a State Highway by motorists and members of the traveling public may present unique risks to perform such obligationsthe clients of a temporary emergency shelter/feeding program operating on the Premises.

Condition of Premises. Landlord shall deliver the Premises Lessee acknowledges and Landlord’s Work shall recognizes that Lessee will be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingreceiving, but not limited to, HVAC, mechanical and electrical, elevators and the structure shortly after occupancy of the Building shall be in good working order and/or good repairLeased Premises, as a checklist prepared by Lessor describing the case may be, condition of the Leased Premises at the time Tenant occupies of Lessee’s possession. Lessee agrees to return said checklist to Lessor within one week of receipt, noting any discrepancies in the Premisescondition of the Apartment not indicated on said checklist. The Premises Lessee understands that if the checklist is not returned to Lessor within one week of Lessee’s receipt of the same, it shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities presumed for the purpose of complying with legal requirements for fire/life safety for this lease that said checklist adequately describes the Building condition of the Leased Premises at the time of Lessee’s at the time of Lessee’s possession. Lessee covenants that Lessee will keep said Leased Premises in good repair and will keep said Leased Premises and appurtenances in a clean and sanitary condition. If damage other than reasonable wear and tear occurs to the Leased Premises or otherwise and (iii) furnishings therein, Lessee agrees to comply with any federalnotify Lessor of such damages. If such damages are caused by the negligence of Lessee, state Lessee’s agents or local lawguests, rule or order with respect thereto the cost of such repairs shall be immediately be paid to Lessor by Lessee, including the cost of repair of damage to other portions of the Building, if any, caused by such negligence. Lessor shall thereafter repair such damages. If property of the Lessor or the regulation thereof not currently in effect. Landlord property of third parties is damaged or if any person suffers bodily injury and such damages or injury are due to the actions or inactions of the Lessee, the Lessee's guests or invitees, then Lessees shall use reasonable efforts to perform indemnify and hold harmless the Lessor and Lessors' agents or employees for any such work with damages or injuries including but not limited to the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result reasonable costs of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsdefense.

Condition of Premises. Landlord shall deliver Tenant has accepted possession of the Premises and in an “AS-IS” condition without any representation or warranty of Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from By the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date execution of this Lease, together Tenant acknowledges that it has completed any and all due diligence that it deems necessary in order to enter into this Lease. Tenant acknowledges that it has had the advice of such independent professional consultants and experts as it deems necessary in connection with its investigation and study of the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timePremises, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to installand has, use, maintain, repair, replace and relocate for service to the Premises and/or other parts extent it deemed necessary, independently investigated the condition of the Building pipesPremises, ductsincluding the soils, conduits, wires, appurtenant fixtureshydrology and seismology thereof, and mechanical systems, wherever located in the Premises or Laws relating to the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any construction and operation of the above activities for Improvements, including environmental, zoning and other land use entitlement requirements and procedures, height restrictions, floor area coverage limitations and similar matters, and has not relied upon any statement, representation or warranty of Landlord of any kind or nature in connection with its decision to execute and deliver the purpose Lease and its agreement to perform the obligations of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently Tenant hereunder except as expressly set forth in effectthis Lease. Landlord shall use reasonable efforts makes no warranty as to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result suitability of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for Tenant’s proposed development, construction or use, as permitted by this Lease. Landlord makes no covenants or warranties respecting the purpose condition of performing the soil, subsoil or any other condition of its obligations contained in this Lease the Premises. Tenant acknowledges that the soil on the Premises may or may not be suitable for the purposes intended by Tenant or be of such character and such entry is denied, condition so as to require special engineering for construction of the Improvements. Landlord shall not be deemed in default hereunder responsible for failing any land subsidence, slippage, soil instability or damage resulting therefrom. Landlord shall not be required or obligated to perform such obligations.make any changes, alterations, additions, improvements or repairs in, on, under or about the Premises. In addition, Landlord has made no representation or warranty that it will develop any of its other property, whether or not adjoining the Premises, for any specific use. With respect to the foregoing, and by initialing below, Tenant expressly waives the provisions of California Civil Code Section 1542, which provides:

Condition of Premises. Landlord shall deliver The Tenant acknowledges that the Premises and Landlord’s Work shall be said property is in good and workmanlike using first class materialscondition. Landlord’s Work If there is hereby warranted for one year from anything about the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure condition of the Building shall property that is not good, they agree to report it to Landlord within 3 days of taking possession of the property. They agree that failure to file any written notice of defects will be legally binding proof that the property is in good working order and/or good repair, as the case may be, condition at the time of occupancy. An Inventory and Inspection Record has been provided for the Tenant's use. Only after this has been filled out (within the three-day time limit) will the Landlord take any action to complete the necessary repairs. Landlord warrants that all major systems will be functional and in good repair at time of possession. Light switches, wall plugs, doors, windows, faucets, drains, locks, toilets, sinks, heater, etc., will either be in working order or will be repaired once Tenant occupies has completed the PremisesInspection and Inventory Record. Tenant is encouraged to report any necessary repairs, no matter how slight, in writing, but they are hereby advised the Landlord does not normally repair or replace nonfunctional items such as paint, carpets, etc., every time a property changes possession. Those items are scheduled for repair/replacement at regular intervals regardless of tenant turnover. Good housekeeping is expected of everyone. Tenant agrees to keep quarters clean and in sanitary condition. The Premises shall Tenant agrees not to permit any deterioration or destruction to occur while they are occupying the property. They agree to maintain the walls, woodwork, floors, furnishings, fixtures and appliances (if any), windows, screens, doors, plumbing, air-conditioning and heating, electrical and mechanical systems as well as the general structure and appearance of the property. Tenant agrees to follow all Landlord instructions, especially where posted. Tenant is responsible for removal of snow from the public sidewalk associated with his home. Snow should be initially improved as provided in, and subject to, removed before noon of the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereofday following the snowfall. The existing leasehold improvements in mailbox is the Premises as property of the date of this Lease, together with Landlord and is not to be altered in any way by the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant ImprovementsTenant.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord Tenant hereby agrees that, except as expressly provided in this Lease, the Premises shall deliver be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and Landlordthe suitability of same for Tenant’s Work shall be good purposes. Tenant acknowledges that, except as expressly provided in this Lease, neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators Premises and the structure Project in its decision to enter into this Lease and let the Premises in an “as is” condition. Tenant has satisfied itself that its intended use is permitted under applicable zoning requirements and other laws, and the effectiveness of the Building this Lease shall not be in good working order and/or good repair, as the case may be, at the time Tenant occupies contingent upon Tenant’s receipt any permits or approvals regarding Tenant’s use of the Premises. The Premises shall be initially improved as provided in, Tenant hereby waives subsection 1 of Section 1932 and subject to, Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in is leasing the Premises as of the date of this Lease, together with the Tenant Improvements (it will be improved by Landlord on a build to suit basis as defined addressed in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” . Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the BuildingProject, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements a general plan for fire/life safety for the Building or otherwise Project and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts attempt to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent Basic Rental or other charges due hereunder as a result of same same, make any claim for constructive eviction or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent , except as set forth in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsSection 20(f) below.

Condition of Premises. Tenant acknowledges that neither Landlord shall deliver nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs agrees to effect take the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, its condition “as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “Bis” and made a part hereof. The existing leasehold improvements in the Premises as of the date of Term Commencement Date, and (b) Landlord shall have no obligation to alter or repair the Premises for Tenant’s occupancy or construct any improvements or otherwise prepare the Premises for Tenant’s occupancy, except that Landlord will perform the Fifth Floor Tenant Improvements to the extent required by this Lease, together with and will pay for the Fifth Floor Tenant Improvements subject to the terms of Section 4.1 (and subject to Tenant’s obligation to timely pay the Fifth Floor Tenant Contribution and any Fifth Floor Tenant Increase Costs), and except that Landlord will make available to Tenant the Second Floor TI Allowance, the Space Fit Allowance, and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance, to the extent required by this Lease. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair; provided that Landlord shall be obligated to perform the Fifth Floor Tenant Improvements to the extent required by this Lease. If, for any reason, either the Second Floor Tenant Improvements or the Fifth Floor Tenant Improvements are not complete or Substantially Completed on the Term Commencement Date, the parties acknowledge and agree that (w) this Lease shall not be void or voidable, (x) such failure shall not be a condition precedent to or otherwise delay the Term Commencement Date or the commencement of Tenant’s obligation to pay Base Rent, Tenant’s Adjusted Share of Operating Expenses and the Property Management Fee for the Premises, (y) Tenant shall not be entitled to any additional abatement of Rent for the Premises or otherwise, and (z) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if, after Landlord determines that the Fifth Floor Tenant Improvements are Substantially Complete (as defined in the Tenant Work Letter) may be collectively referred and delivers possession of the Fifth Floor Premises to herein as Tenant (the date upon which both shall have occurred, the “Fifth Floor Delivery Date”). Tenant Improvements.” Landlord reserves delivers to Landlord, no later than the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: date that is sixty (i60) to install, use, maintain, repair, replace and relocate for service to days after the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, Fifth Floor Delivery Date (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.the

Condition of Premises. Landlord shall deliver the Expansion Premises to Tenant in good, vacant, broom clean condition, in compliance with all laws (to the extent required to obtain or maintain a certificate of occupancy for the Expansion Premises), with the roof water-tight and Landlord’s Work shall be good cause the plumbing, electrical systems, fire sprinkler system, lighting, and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from all other building systems serving the Rent Commencement Date and no costs Expansion Premises to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repairoperating condition and repair on or before the Expansion Commencement Date. Further, Landlord at its sole cost (and at no cost to Tenant through Operating Expenses or otherwise) shall be responsible to cause the exterior of the 900 Building and the structural portions of the 900 Building to be in compliance with applicable ADA requirements to the extent required to allow the legal occupancy of the Expansion Premises for the permitted use (subject to Tenant’s interior design and utilization of existing entrances for required egress from the 900 Building). Tenant acknowledges that except as provided in this Section, Tenant shall accept the case may bePremises in their existing, at “as-is” condition on the time date of delivery thereof to Tenant. Except for the payment of the Tenant occupies Improvement Allowance as provided in Section 2, below, Landlord shall have no obligation to make or pay for any improvements to the Premises. The Premises shall be initially improved Further, any hazardous materials (as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The defined by applicable laws) existing leasehold improvements in the Expansion Premises as of the date of this Leasedelivery of the Expansion Premises to Tenant, together with if any, shall be removed or remediated by Landlord as required by applicable laws, at Landlord’s sole cost and expense (i.e., the cost of the Tenant Improvements (as defined in shall not include such costs, and the Tenant Work Letter) may Improvement Allowance shall not be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timeused for such costs), but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service except to the Premises and/or other parts of extent (if any) that such hazardous materials were brought onto or released onto the Building pipesExpansion Premises, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or Center through the Premises shall be made without Tenant’s consent except in the case acts or omissions of an emergency. Notwithstanding the foregoingTenant or its employees, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsagents or contractors.

Condition of Premises. Landlord shall deliver ▇▇▇▇▇▇▇▇ agrees to perform certain improvements to the Premises and the Additional Storage Space (the “Landlord’s Work”) pursuant to the plans and specifications attached hereto as Exhibit B, using Building standard specifications, materials and finishes selected by Landlord, at Landlord’s sole cost and expense. Except for the Landlord’s Work, Landlord shall have no obligation whatsoever to improve the Premises in conjunction with the Extended Term or to otherwise fund any improvements to the Premises, and Tenant hereby accepts the Premises in its current AS-IS condition. The Landlord’s Work will be conducted in the Premises while Tenant is in occupancy thereof and paying Rent under the Amended Lease. ▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇▇▇▇ and to make the Premises reasonably available to Landlord and its contractors for the performance of the Landlord’s Work. Tenant acknowledges that some interruptions and/or interference with ▇▇▇▇▇▇’s business may occur during the course of the Landlord’s Work, but agrees that no interruptions or inconveniences to Tenant or its business suffered as a result of the Landlord’s Work shall constitute an eviction of Tenant from the Premises, whether constructive or otherwise, and Tenant shall in no event be good and workmanlike using first class materialsexcused from paying the monthly installment of Rent that it is scheduled to pay pursuant to the terms of the Amended Lease. Landlord may or may not perform the Landlord’s Work during normal business hours. If the Landlord’s Work is hereby warranted for one year from performed after ▇▇▇▇▇▇’s business hours at Tenant’s direction, Tenant shall pay to Landlord the Rent Commencement Date additional costs, if any, to perform the Landlord’s Work after business hours. Landlord and no costs Tenant shall cooperate and cause their respective employees, agents and contractors to effect cooperate with the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure other during said period to expedite completion of the Building shall be Landlord’s Work as well as to minimize any interference with ▇▇▇▇▇▇’s business operations in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises Tenant shall be initially improved as provided inresponsible, at Tenant’s sole cost, for installing its furniture, fixtures, data cabling, network and phone equipment servicing the Premises, and subject topacking and relocating its furniture, the Tenant Work Letter attached hereto as Exhibit “B” fixtures and made a part hereof. The existing leasehold improvements in other personal property within the Premises as required for construction of the date of this LeaseLandlord’s Work. Landlord shall use its commercially reasonable efforts to complete the Landlord’s Work pursuant to the Construction Schedule attached as Exhibit C hereto, together with the Tenant Improvements subject to any Force Majeure Delays (as defined in Section 31.17 of the Original Lease) and/or any delays caused by Tenant Work Letter) may be collectively referred to herein as and/or any of Tenant’s employees, agents or contractors (the “Tenant Improvements.” Delays”). If, for reasons other than Force Majeure Delays and/or Tenant Delays, Landlord reserves is unable to substantially complete the right from time to timeLandlord’s Work within one hundred eighty (180) days following mutual execution of this Amendment (the “Outside Delivery Date”), but subject to payment by and/or reimbursement from Tenant then Tenant, as otherwise provided herein: ▇▇▇▇▇▇’s sole and exclusive remedy, shall receive one (i1) to install, use, maintain, repair, replace and relocate day of Monthly Base Rent abatement following the Extended Term Commencement Date for service to each day the Premises and/or other parts substantial completion of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in Landlord’s Work is delayed beyond the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsOutside Delivery Date.

Condition of Premises. Landlord shall deliver Tenant shall, during the Lease Term, keep the Leased Premises and Landlord’s Work shall be the improvements and appurtenances therein in good order and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from condition, and at the Rent Commencement Date and no costs to effect expiration of the Lease Term, or at the sooner termination of this Lease as herein provided, deliver up the same shall be included in Operating Expenses. All Building systems includinggood order and condition, but not limited toordinary wear and tear excepted, HVAC, mechanical and electrical, elevators and as at the structure beginning of the Building tenancy, broom clean, damage by fire or other insured casualty excepted, and, subject to the provisions of Section 9 hereof, Tenant shall be remove all of its property therefrom prior to such termination. Any items of Tenant’s personalty remaining in good working order and/or good repair, as the case may be, at Leased Premises after the time termination of the Lease and cessation of regular business by Tenant occupies in the Premises. The Leased Premises shall be initially improved as provided in, deemed abandoned by Tenant and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein disposed of by Landlord as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencymay see fit. Notwithstanding the foregoing, any reasonable costs incurred by Landlord in disposing of such abandoned property shall remain the event sole obligation of Tenant, which obligation shall survive the termination of this Lease. Tenant shall pay for all damage to the Building, its fixtures and appurtenances, as well as all damage sustained by the tenants or occupants of the Building due to any waste, misuse or neglect of the Leased Premises, its fixtures and appurtenances, by Tenant, its employees or any other person or persons upon the Leased Premises. Tenant shall not place a load upon any floor of the Leased Premises exceeding the floor load per square foot which such floor was designed to carry and which may be allowed by law. There shall be no allowance to Tenant for a diminution of rental value, no abatement of rent, and no liability on the part of Landlord requires entry into by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making repairs, alterations, additions or improvements in or to any portion of the Premises Real Property or Leased Premises, or in or to fixtures, appurtenances or equipment thereof, and no liability upon Landlord for failure of Landlord or others to make any repairs, alterations, additions or improvements in or to any portion of the purpose Building or of performing any of its obligations contained the Leased Premises, or in this Lease or to the fixtures, appurtenances or equipment thereof and such entry is denied, Landlord the foregoing shall not be deemed in default hereunder for failing construed to perform mean that Landlord has any such obligations.

Condition of Premises. Landlord shall deliver cause the Premises base building heating, ventilation and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingair conditioning, but not limited to, HVAC, mechanical and electrical, elevators lighting, plumbing, sewer and life-safety systems and the structure roof of the Building shall Project to be in good working order and/or and condition as of the Commencement Date (and with respect to the Must Take Space, as of the Must Take Commencement Date). In furtherance of the foregoing, Tenant may notify Landlord in writing if any such systems or such roof is not in good working order or condition at any time on or before the date which is sixty (60) days after the Commencement Date (or with respect to the Must Take Space, at any time on or before the date which is sixty (60) days after the Must Take Commencement Date), in which case Landlord shall promptly make any necessary repairs to such systems or roof at no cost or charge to Tenant (as a Direct Cost or otherwise). Without in any way limiting Landlord’s other repair, as maintenance, or other obligations under this Lease, Tenant’s failure to so notify Landlord within such sixty (60) day periods shall be deemed to constitute Landlord’s satisfaction of its obligation to cause such items to be in good working order and condition. As indicated in Section 1 of the case may beTenant Work Letter, at prior to the time Tenant occupies Commencement Date, Landlord shall remove the batteries from the non-functional UPS system in the Premises. The remaining UPS system for the Premises shall be provided in its “as is” condition and notwithstanding anything to the contrary contained in this Lease, Landlord shall have no obligation for maintenance and repair of such system. Subject to and without in any way limiting Landlord’s other repair, maintenance , or other obligations under this Lease, Tenant hereby agrees that except as provided in this Article 8 above or in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall be taken “as is”, “with all faults”, without any representations or warranties that are not specifically stated in this Lease, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes (or has voluntarily elected not to do so), and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the suitability of the Premises or Project for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business that is not expressly stated in this Lease and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project (and Landlord’s obligations under this Lease) in its decision to enter into this Lease and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “BD” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.part

Condition of Premises. Landlord shall deliver Lessee acknowledges receipt of the Premises premises in a clean condition and Landlordin good order and repair, without exception, except for such deficiencies as Lessee sets forth in a written list of deficiencies supplied by Lessee to Lessor within 3 days of the commencement of tenancy. This requirement is intended to protect Lessee against erroneous charges. Lessee acknowledges receipt of an Inventory and Condition Report to be completed and returned to Lessor to be used for such purpose. Lessee shall: (a) keep the premises in a clean and sanitary condition; (b) dispose of all rubbish, garbage and waste in a clean and sanitary manner; (c) properly use and operate all electrical, gas and plumbing fixtures and keep the same in a clean condition; (d) not permit any person, in or about the premises with Lessee’s Work consent, to deface, damage or remove any part of the structure in which the premises are located nor the facilities, equipment or appurtenances thereto or thereon, nor himself to do any such thing; (e) occupy and use the premises in the manner in which they are designated and intended to be occupied and used. Lessee shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities liable for the purpose expense of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) any repair caused by Lessee’s failure to comply with conditions. Lessee shall not alter the premises nor wallpaper any federalportion thereof, state nor repair any damage thereto, except with Lessor’s written consent before or local lawafter an initial inspection on termination per Civil Code Section 1950(b). Lessee is obligated to do any repair-of-damage work or cleaning only through licensed, rule or order insured professionals approved in advance by Lessor in writing and to provide Lessor with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform releases from such individuals evidencing full payment for any such work repair or cleaning work, Lessee shall not install or use any dishwasher, clothes washer, clothes dryer or air conditioner in or about the premises except those which may be supplied by Lessor. MOLD FREE: On moving in, Lessee will carefully inspect the premises, particularly the bathroom and all window tracks throughout the Premises, for mold. If mold is found, LESSEE will report it to the Lessor within 3 days of taking occupancy by way of providing Lessor with the least inconvenience a written maintenance request form. Lessor shall respond to Tenant as possiblesame with reasonable promptness. If mold is not so reported, but in no event it shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through conclusively presumed that the Premises shall be made without Tenant’s consent except were delivered to Lessee mold free. Lessee understands that any growth of mold is primarily due to conditions over which Lessee, not Lessor, has control, namely moisture and ventilation. Lessee agrees to (1) Wipe down shower interiors and fixtures following each use, (2) “Crack” the bathroom window during or immediately following showering, so as to ventilate steam/moisture, and (3) If there is a fan in the case bathroom, run it while showering. Any amenities that do not affect the habitability of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for such as swimming pools, barbeque areas, and patio or picnic furniture, may be reduced or removed at the purpose Lessor’s sole discretion and the reduction or removal of performing any such amenity shall not constitute a material breach of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsAgreement.

Condition of Premises. (a) Tenant acknowledges that it will accept and occupy the Building in “AS IS” condition as the Building exists on the Commencement Date, immediately following the termination or expiration of the Prior Lease and Amgen Sublease and of Tenant’s occupancy of the Building as a subtenant thereunder, and Landlord shall deliver have no obligation to improve, repair or prepare the Premises and Landlord’s Work Building for occupancy by Tenant under this Lease; provided, however, that the foregoing provisions of this sentence shall be good subject to any rebuilding obligations expressly imposed upon Landlord under the Prior Lease (to the extent any such rebuilding is in progress on the Commencement Date) or pursuant to a future written agreement (if any) as contemplated in Section 2.1(b)(i) above. Without limiting the generality of the foregoing, TENANT ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY AGENT OF LANDLORD IS MAKING OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE BUILDING AND IMPROVEMENTS, OR WITH RESPECT TO THE PRESENT OR FUTURE SUITABILITY OF THE BUILDING OR IMPROVEMENTS FOR THE CONDUCT OF TENANT’S BUSINESS OR PROPOSED BUSINESS THEREIN, AS OF THE DATE OF EXECUTION OF THIS LEASE OR AS OF THE COMMENCEMENT DATE. (b) Landlord and workmanlike using first class materials. Tenant shall each use their respective best efforts to schedule and participate in, and to cause Amgen to participate in, a mutual walk-through of the Building prior to, or within thirty (30) days after, Tenant’s commencement of occupancy of the Building as a subtenant pursuant to the Amgen Sublease, with the objective of arriving at a list mutually approved by Landlord, Tenant and Amgen describing all material fixtures, trade fixtures, equipment (if any) and tenant improvements to be left in place in the Building by Amgen upon Amgen’s Work is hereby warranted for one year from tender of possession of the Rent Commencement Date and no costs Building to effect the same shall be included in Operating Expenses. All Building systems includingTenant, including (but not limited to) all attached fume hoods and lab benches. Landlord shall have no obligation to enforce Amgen’s obligation to leave any such items in place in the Building, HVACbut hereby assigns to Tenant for enforcement by Tenant, mechanical in Tenant’s sole discretion (and electricalsubject to any separate agreement on this subject between Amgen and Tenant), elevators any rights and/or claims of Landlord against Amgen, under the Prior Lease, with respect to the condition in which Amgen is required to leave the Building, including (but not limited to) the leaving of any specific items in place in the Building. (c) Landlord shall provide Tenant with a tenant improvement allowance in the maximum amount of One Million Five Hundred Seventy-Five Thousand and the structure of the Building shall be in good working order and/or good repairNo/100 Dollars ($1,575,000.00, as the case may be, calculated at the time Tenant occupies rate of $75.00 per square foot for the Premises. The Premises shall be initially improved as provided in, and subject to, agreed area of 21,000 for the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in unimproved area of the Premises as of the date of this Lease, together with the Tenant Improvements ) (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Improvement Allowance”), to be available for application towards the construction of tenant improvements by Tenant in the Premises at any time after the date which is six (6) months prior to the scheduled Commencement Date as set forth above. Tenant’s construction of such tenant improvements shall be governed by the provisions of this Section 2.2(c) and of Article 7 hereof, and such tenant improvements shall be constructed in compliance with all of the provisions thereof (including, without limitation, all conditions relating to Landlord’s approval of plans and specifications). The Tenant Improvement Allowance shall not be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any cost or expense associated with any moveable furniture, trade fixtures, personal property or any other item or element which, under the applicable provisions of this Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of this Lease. Any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within fifteen (15) months after the Commencement Date shall expire and shall no longer be available to Tenant thereafter. Additional conditions and procedures relating to the disbursement of the Tenant Improvement Allowance shall be as reasonably prescribed in writing by Landlord reserves the right or its Project Manager (as designated by Landlord from time to time). To the extent the Tenant Improvement Allowance or any portion thereof is actually drawn down by Tenant, but subject the amount actually drawn down shall result in a rental adjustment pursuant to payment by and/or reimbursement from Tenant as otherwise provided herein: (iSection 3.1(b) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationshereof.

Condition of Premises. Tenant hereby agrees and acknowledges that Tenant has been an occupant of a portion of the Premises since 2008 under that certain Office Space Lease dated September 30, 2008, between Landlord and Tenant (the “Original Lease”) and that Tenant has been an occupant of the Premises, as defined on the Term Commencement Date, since January 1, 2013, and Tenant agrees that the Premises shall deliver be accepted by Tenant in an “as is” present condition, including all faults, without any representation or warranty by Landlord relating to the condition of the Premises. As of the Term Commencement Date, Tenant has conducted Tenant’s own investigation of the Premises and Landlordthe physical condition thereof, including accessibility and location of utilities, improvements, and existence of Hazardous Materials which are reasonably observable, and that Tenant is familiar with the condition of the Premises. Landlord has made no express, implied or other representations of any kind in connection with soil, improvements, or physical conditions on the Premises, Building or Land or affecting the Premises, Building or Land, and that Tenant has relied solely on Tenant’s Work own inspection and examination of such items. Tenant understands, acknowledges and hereby expressly assumes the risk that the Premises, Building and Land may be subject to earthquake, fire, floods, erosion and high water table. Landlord shall be good have no responsibility or liability with respect to any of these occurrences or conditions. The terms and workmanlike using first class materialsconditions set forth herein are the result of arm’s length bargaining between entities familiar with transactions of this kind. Landlord’s Work The Monthly Rent, and the terms and conditions set forth herein, reflect the fact that Tenant shall have the benefit of, and except as stated herein, is hereby warranted for one year from not relying upon, any statements, representations, or warranties whatsoever made by or enforceable directly or indirectly against Landlord relating to the Rent Commencement Date and no costs condition, operations, dimensions, descriptions, soil condition, environmental condition, suitability, or any other attribute or matter of or relating to effect the same shall be included in Operating ExpensesPremises, Building or Land but that Tenant is relying solely upon its own investigation of the same. All Building systems Tenant acknowledges that Landlord has provided Tenant with a full opportunity to inspect the Premises, including, but not limited to, HVAC, mechanical the opportunity to conduct such tests and electrical, elevators and the structure audits of the Building shall be Premises as Tenant has deemed necessary in good working order and/or good repair, as connection with the case may be, at the time Tenant occupies lease of the Premises. The Premises If Landlord obtains or has obtained or provides Tenant with the services, opinions, or work product of surveyors, architects, soil engineers, environmental audits, engineers, title insurance companies, governmental authorities, or any other person or entity with respect to the Premises, Tenant and Landlord agree that Landlord shall be initially improved as provided indo so only for the convenience of both parties, and subject to, the reliance by Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform upon any such services, opinions, or work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord product shall not be deemed in default hereunder for failing create or give rise to perform such obligationsany liability of or against Landlord.

Condition of Premises. Landlord Tenant hereby agrees that except as provided in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall deliver be taken “as is” and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and Landlordthe suitability of same for Tenant’s Work shall be good purposes, and workmanlike using first class materials. Landlord’s Work is Tenant does hereby warranted for one year from the Rent Commencement Date waive and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited disclaim any objection to, HVACcause of action based upon, mechanical and electrical, elevators and the structure or claim that its obligations hereunder should be reduced or limited because of the Building shall be suitability of the Premises or Project for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises in good working order and/or good repair, as the case may be, at the time Tenant occupies its decision to enter into this Lease and let the Premises. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “BD” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to The taking of possession of the Premises and/or other parts of the Building pipesby Tenant, ductsunless otherwise agreed to in writing by Landlord and Tenant, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in shall conclusively establish that the Premises or and the Building, (ii) to alter, close or relocate any facility Project were at such time in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationssatisfactory condition.

Condition of Premises. Landlord shall deliver the Premises to Tenant in broom-clean condition and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from free of debris, with the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and existing Building-standard electrical, elevators plumbing, and HVAC systems (collectively, the structure "Operating Systems") in good operating condition as of the Building shall be Turnover Date (as defined in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” C). If one of such Operating Systems or elements should malfunction or fail within the warranty period below, as Tenant's sole remedy for Landlord's breach of this warranty, Landlord shall, as Landlord's sole obligation, promptly after receipt of written notice from Tenant setting forth with specificity the nature and made a part hereofextent of such non-compliance, malfunction or failure, repair or replace the same, if necessary, at Landlord's expense; provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the acts or omissions of Tenant and/or any of Tenant's Parties. The existing leasehold improvements in warranty period shall be thirty (30) days after Lease Commencement of the Premises as . If Tenant does not give Landlord the required notice within said warranty period, repair of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for Operating Systems which exclusively service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be the obligation of Tenant at Tenant's sole cost and expense. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, (i) neither Landlord nor any agent of Landlord has made without any representation or warranty with respect to the Premises, the Building or the Property or their condition, or with respect to the suitability thereof for the conduct of Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing's business, in the event Landlord requires entry into and Tenant shall accept the Premises for in its then as-is condition on delivery by Landlord, and (ii) the purpose acceptance of performing possession of the Premises by Tenant shall establish that the Premises, the Building and the Property were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, completed and without any of its obligations contained in this Lease and such entry is deniedobligation on Landlord's part to make any further alterations, Landlord shall not be deemed in default hereunder for failing to perform such obligations.upgrades or improvements thereto

Condition of Premises. Landlord shall deliver Prior to the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs in accordance with the Work Schedule to effect be prepared by Landlord and Tenant pursuant to the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter Agreement attached hereto as Exhibit “B” C, Landlord and made Tenant shall jointly conduct a part hereofwalk-through inspection of the Premises and shall jointly prepare a list (the "Punch-List") of items needing additional work; provided, however, the Punch- List shall be limited to items required to be installed by landlord under the Work Letter Agreement and the Punch-List will not include any items of damage to the Premises caused by Tenant's move-in or early entry, if permitted. The existing leasehold improvements Damage caused by Tenant will be corrected or repaired by Landlord, at Tenant's expense. Other than the items specified in the Punch-List, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises as of and the Building in their condition on the date of this Lease, together with delivery of possession and to have acknowledged that Landlord has installed the Tenant Improvements (as defined required by the work Letter Agreement and that there are no additional items needing work or repair. Landlord shall cause all items set forth in the Punch-List to be repaired or corrected within thirty (30) days following the preparation of the Punch-List or as soon as reasonably practicable after the preparation of the Punch-List. Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” acknowledges that neither Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service nor any agent of Landlord has made any representation or warranty with respect to the Premises and/or other parts of the Building pipesPremises, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) the Project or any portions thereof or with respect to alterthe suitability of same for the conduct of Tenant's business. Without limiting the foregoing, close if the Building is newly constructed or relocate any facility in renovated, Tenant's execution of the Premises or Notice attached hereto as Exhibit D shall constitute a specific acknowledgment and acceptance of the various start-up inconveniences that may be associated with the use of the Project and the Common Areas such as certain construction obstacles including scaffolding, uneven air conditioning services and other typical conditions incident to recently constructed or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsrenovated buildings.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service Prior to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedSixth Amendment Commencement Date, Landlord shall retain a third party professional (reasonably approved by Tenant) to conduct an inspection of the mechanical, electrical and plumbing systems serving the Building to determine if any such mechanical, electrical and plumbing systems are either beyond their useful life or will then have a remaining useful life of fewer than 5 years (collectively, the “MEP Replacement Items”). When each existing MEP Replacement Item requires a capital repair or replacement during the Extended Term, as mutually and reasonably agreed upon by Tenant and Landlord in good faith, Landlord shall be solely responsible for the cost of the capital repair or replacement of such MEP Replacement Item (and with Landlord having the right to approve in its good faith reasonable discretion, the make, model, specifications, cost and contract, as applicable, for such MEP Replacement Item), which work of repair or replacement shall be addressed under the control and management of Tenant, and not included as part of Operating Costs. If Tenant elects to enter into any contract(s) for MEP Replacement Items (rather than have Landlord enter into such contract(s)), Landlord shall be deemed named a third party beneficiary of such contract with the right to enforce all warranties. Once an MEP Replacement Item has been given a capital repair or been replaced pursuant to the immediately preceding sentence, and such MEP Replacement Item would thereafter have a remaining useful life of at least 5 years, any subsequent capital repair or replacement required of such MEP Replacement Item during the Term shall be performed as an Operating Cost, subject to the terms of Section 2.6 of the Original Lease. For avoidance of doubt, Landlord will continue to be able to include amortized Capital Costs in default hereunder for failing the calculation of Operating Costs, as permitted under Section 2.6 of the Original Lease, to perform the extent such obligationsCapital Costs relate to any capital repairs, improvements, alterations and replacements made by Landlord to the Complex and are not with respect to an MEP Replacement Item.

Condition of Premises. Except as set forth herein and in Exhibit “C” attached hereto, Landlord shall deliver not be responsible for performing any work or improvements to the Expansion Premises or paying for any work or improvements to the Expansion Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from Tenant accepts the Rent Commencement Date and no costs to effect the same shall be included Expansion Premises in Operating Expenses. All Building systems includingits “AS IS, but not limited toWHERE IS” condition, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencyall faults. Notwithstanding the foregoing, in (i) Landlord shall deliver the event Expansion Premises free of any furniture utilized by the existing tenant within the Expansion Premises, provided, however, Landlord requires entry into will use reasonable efforts to facilitate discussions between Tenant and the existing tenant regarding the transfer of furniture currently existing within the Premises to Tenant and Landlord will not be required to remove any such furniture identified by Tenant in writing to Landlord from the Premises to the extent such furniture remains within the Premises upon transfer of possession of the Premises to Tenant, (ii) Landlord hereby agrees to deliver the Expansion Premises to Tenant with all Building Systems serving the Expansion Premises in good working order and repair, which shall include, for purposes of this Amendment the purpose of performing any of its obligations contained in this Lease drive-up loading dock door and such entry is deniedappurtenant scissor lift. Upon receipt from existing tenant, Landlord shall not also deliver to Tenant a copy of any decommissioning reports for or related to the Expansion Premises and any equipment therein. In addition, prior to the Expansion Premises Commencement Date, Landlord shall retain a licensed third party to inspect the Expansion Premises for any existing asbestos containing materials (“ACM”) and deliver a report to the Tenant evidencing the findings of such inspection. To the extent any ACM are discovered, Landlord shall be deemed responsible, at its sole cost and expense, to cause any and all such ACM to be removed or contained pursuant to applicable law. In the event that, despite reasonable good faith efforts, Landlord is unable to cause all ACM to be removed or contained prior to the Expansion Premises Commencement Date, Landlord shall have the right, upon written notice to Tenant, to extend the Expansion Premises Commencement Date until such date that all ACM is removed from or contained within the Expansion Premises pursuant to applicable law. Failure by Landlord to complete the removal or containment of all ACM on or before the April 1, 2021 shall constitute a Landlord Delay to the extent it causes a delay in default hereunder for failing to perform such obligationssubstantial completion of the Tenant’s Work in the Expansion Premises.

Condition of Premises. Subject to Landlord’s completion of Landlord’s Work (as hereinafter defined), Tenant shall accept the Remainder Premises in its as-is condition as of the commencement of the Extension Term, and Landlord shall deliver have no obligation to make or pay for any alterations, additions, improvement or renovations in or to the Remainder Premises to prepare the same for Tenant’s occupancy during the Extension Term except that Landlord, at its sole cost and expense, shall (i) demise the Remainder Premises from the Released Premises (including separation of electrical and other utilities as necessary), using building standard materials, and (ii) perform the limited improvements as described in that certain construction bid from The B▇▇▇▇▇ Group dated March 11, 2016 attached hereto as Exhibit B (“Bid”), including alternates 1, 2, 3, 5a, 5c, and 5e set forth in the Bid (such demising work and limited improvements collectively referred to as “Landlord’s Work”) . In connection with the foregoing, Tenant agrees that Landlord may commence Landlord’s Work on or about May 1, 2016, and that, following the commencement of Landlord’s Work, Tenant shall vacate and surrender the Released Premises to Landlord in the condition required under the Lease within ____________ (__) days after receipt of written notice from Landlord. In addition, Tenant agrees to reasonably cooperate with Landlord and not interfere with any construction of Landlord’s Work, including clearing and providing at least eight (8) feet of clear, unrestricted or uninhibited access on both sides of the location of the demising wall, and that during the construction of Landlord’s Work, any personal property of Tenant in the Current Premises, or any possession by Tenant of the Remainder Premises or the Released Premises, if applicable, shall be at Tenant’s sole risk, cost, and liability, except to the extent of the negligence or willful misconduct of Landlord or its agents, contractors or employees. The performance of Landlord’s Work shall not in any manner be good deemed an interference with Tenant’s quiet use and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from enjoyment of the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingRemainder Premises, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred Landlord agrees to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use commercially reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or minimize interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except operations in the case Remainder Premises during the course of an emergencyLandlord’s Work. Notwithstanding the foregoing, in In the event Tenant requests alternates, additional work, or changes to Landlord’s Work which changes will result in a net additional expense to Landlord requires entry into or delay delivery of the Released Premises to the future tenant of the same, Tenant shall reimburse Landlord for the purpose same as additional rent within thirty (30) days of performing any of its obligations contained in this Lease written demand therefor and such entry is denied, reasonably detailed supporting documentation. Landlord shall not be deemed in default hereunder for failing use commercially reasonable efforts to perform such obligationssubstantially complete Landlord’s Work by no later than July 31, 2016.

Condition of Premises. (a) Tenant accepts Suite 400 in its “AS IS”, “WHERE IS”, “WITH ALL FAULTS” condition except that Landlord shall deliver shall: (i) provide Tenant with the Premises Improvement Allowance (as modified below); (ii) provide Tenant with the Restroom Improvement Allowance (as modified below); (iii) perform any and all such additional repairs, maintenance, or replacements, if any, necessary to cause the Building and the Building’s structural, roof, electrical, mechanical, plumbing, and fire and life safety systems to be in good and proper working order and in full compliance with all applicable Laws as of the Suite 400 Delivery Date or, so long as Tenant’s legal occupancy of Suite 400 for the Permitted Use is not delayed, then in a timely manner (“Landlord’s Work shall be good Suite 400 Warranty Work”); and workmanlike using first class materials. (iv) reimburse Tenant upon thirty (30) days’ invoice (together with reasonable supporting documentation and lien waivers) for costs incurred by Tenant in correcting and/or addressing material unexpected deficiencies related to Landlord’s Suite 400 Warranty Work is hereby warranted in the Building and Premises discovered by Tenant in the planning and performance of the Leasehold Improvements in Suite 400, and in all cases for one year from additional costs incurred by Tenant with respect to demolition, remediation, and disposal of Hazardous Materials located within the Rent Commencement Date and no costs to effect Building or Premises during completion of the same shall be included Leasehold Improvements in Operating Expenses. All Building systems Suite 400, including, but not limited to, HVAC, mechanical asbestos containing materials such as floor tile and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencymastic. Notwithstanding the foregoing, with respect to the removal of asbestos containing materials by Tenant during completion of the Leasehold Improvements in Suite 400, Landlord and Tenant shall split equally all costs incurred by Tenant relating to the event Landlord requires entry into demolition, remediation and disposal of asbestos containing materials located within the Building or Premises during completion of the Leasehold Improvements in Suite 400, provided if the total costs exceed $600,000 per floor (such that Tenant’s share of such costs would exceed $300,000 per floor), in addition to Landlord’s obligation to reimburse Tenant for the purpose first $300,000 of performing any such costs per floor (as Landlord’s 50% share of its obligations contained in this Lease and such entry is deniedcosts), Landlord shall also pay 100% of any costs in excess of $600,000 per floor. Except to the extent expressly set forth otherwise in this Amendment, neither Landlord, nor anyone acting on Landlord’s behalf, has made any representation, warranty, estimation, or promise of any kind or nature whatsoever relating to the physical condition of the Building or the land under the Building or suitability, including without limitation, the fitness of Suite 400 for Tenant’s intended use. (b) On the Suite 400 Delivery Date, Landlord shall deliver possession of Suite 400 to Tenant for Tenant’s completion of the Leasehold Improvements in Suite 400 pursuant to Exhibit C attached to the Current Lease, as modified below. Landlord shall cooperate and coordinate the performance and scheduling of Landlord’s Warranty Work such that Landlord does not be deemed unreasonably interfere with, or delay, Tenant’s performance of the Leasehold Improvements in default hereunder for failing to perform such obligationsSuite 400.

Condition of Premises. 5.1. In the event that, in conjunction with the Tenant Improvements, the City of San Diego expressly requires any additional work to the parking facilities, sidewalks, slopes or other exterior portions of the Premises to comply with “path of travel” ADA requirements (the “Additional ADA Work”), Landlord shall deliver the Premises and perform such Additional ADA Work at Landlord’s Work shall be good sole cost and workmanlike using first class materialsexpense (without reimbursement as an Operating Expense or from the TI Allowance). Landlord’s obligation to perform the Additional ADA Work is hereby warranted for one year from the Rent Commencement Date shall terminate, expire and be of no costs to further force and effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this LeaseTerm Commencement Date, together except for any Punchlist Items that Landlord has agreed to complete in accordance with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as . 5.2. During the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoingTerm, in the event Landlord receives written notice from Tenant of a current or imminent malfunction or breakdown that requires entry into repair or replacement (provided that the contents of such notice and the requirement of repair or replacement shall be confirmed and validated by an independent third party contractor reasonably selected by Landlord and experienced in comparable repair and replacement of similar equipment) of any of the items listed on Exhibit E attached hereto (the “Landlord’s Ongoing Repair/Replacement Obligations”), then Landlord, at its sole cost and expense and not as an Operating Expense (but only up to the Repair/Replacement Cost Cap (as defined below)), pursuant to arm’s length, commercially reasonable contracts with qualified, independent, third-party contractors reasonably selected by Landlord, shall be responsible for repairing or replacing such malfunctioning or broken equipment; provided, however, that in no event shall Landlord be responsible for any costs therefor in excess of Sixty-One Thousand Dollars ($61,000.00) in the aggregate (the “Repair/Replacement Cost Cap”). With respect to any replacement, Landlord’s obligation pursuant to this Section shall at all times be subject to Landlord’s right to replace such equipment with similar equipment in its sole discretion based on changes in the manufacturer, model, contractor and costs of the equipment set forth on Exhibit E attached hereto. Subject to the provisions of Section 8.1, Tenant shall be responsible for all costs relating to the repair and/or replacement of the equipment listed on Exhibit E in excess of the Repair/Replacement Cost Cap. At Landlord’s option, Tenant shall either advance to Landlord any portion of the repair or replacement costs to be paid by Tenant or immediately reimburse Landlord for any costs expended by Landlord in excess of the Repair/Replacement Cost Cap; provided, however, that to the extent that such costs are capital expenditures that constitute Operating Expenses, the provisions of Section 8.1 shall govern the payment of such costs. 5.3. Without limiting the Warranty Period (as defined in Section 2.4 of the Work Letter), Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises or with respect to the suitability of the Premises for the purpose conduct of performing Tenant’s business. Tenant acknowledges that (a) Tenant is an affiliate of Subtenant, the current sublessee of the Premises pursuant to the Sublease, and is fully familiar SMRH:418641422.8 11 with the condition of the Premises and agrees to take the same in its condition “as is” as of the Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s continued occupancy or to pay for or construct any improvements to the Premises, except with respect to the performance of its obligations contained Landlord’s Work and the payment of the TI Allowance and Restroom Allowance, in each case subject to and in accordance with the terms of this Lease and the Work Letter. Except for Punchlist Items that Landlord has agreed to complete in accordance with the Work Letter (and without limiting Landlord’s obligations under this Lease), Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises were at such entry is deniedtime in good, Landlord shall not be deemed in default hereunder for failing to perform such obligationssanitary and satisfactory condition and repair.

Condition of Premises. Landlord shall deliver to Tenant a copy of each final Exit Survey submitted by JCVI pursuant to the Premises and Assignment Agreement ("JCVI Exit Survey") upon Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including's receipt, without any representation or warranty, express or implied, including but not limited to, HVAC, mechanical and electrical, elevators and to any representation or warranty regarding the structure accuracy or completeness of the Building JCVI Exit Survey. The delivery of such JCVI Exit Survey shall not be in good working order and/or good repair, as deemed to be a representation or warranty regarding the case may be, at the time Tenant occupies physical or environmental condition of the Premises. The Premises On the Revised Term Commencement Date, Landlord shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in deliver possession of the Premises to Tenant in broom clean condition. Tenant acknowledges that (a) except as expressly provided in this Second Amendment or the Lease, Tenant agrees to take the Premises in its condition "as is" as of the date first day of the Revised Term, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant's continued occupancy for the Revised Term or to pay for any improvements to the Premises, except as expressly provided in this Second Amendment or the Lease. Tenant's taking of possession of the Premises on the Revised Term Commencement Date shall, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant except as otherwise provided herein: (i) agreed to installin writing by Landlord and Tenant, useconclusively establish that the Premises, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise systems and (iii) to comply with any federalthe Project were at such time in good, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencysanitary and satisfactory condition and repair. Notwithstanding the foregoing, at any time during the first twenty-four (24) months of the Revised Term (the "Warranty Period"), if any standard HVAC units (but specifically excluding any specialized HVAC units added by Tenant, such as those units that may be required for manufacturing) serving the Premises shall fail to be in good working order, then Tenant may deliver written notice to Landlord describing in reasonable detail such failure, and Landlord will perform the work necessary to put the HVAC unit in good working order with reasonable promptness and at Landlord's sole cost as Tenant's sole remedy for any such failure (and Tenant shall not be entitled to damages or any other remedy as a result of such failure, except as provided in Section 16.2 of the Lease); provided, however, that Landlord's obligations pursuant to the foregoing shall be limited to necessary repairs and/or replacements, as determined by Landlord in its reasonable discretion, and Tenant shall remain responsible for the standard preventative maintenance and upkeep of such HVAC units in the event ordinary course. During the Warranty Period, all costs which are the obligation of Landlord requires entry into pursuant to this Section 9 shall be borne solely by Landlord and not included as Operating Expenses, provided Tenant (and not Landlord) shall be responsible for all costs, in whole or in part, that are incurred to the Premises for extent attributable to the purpose negligence or willful misconduct of performing Tenant or any of its obligations contained in this Lease and such entry is deniedemployees, Landlord shall not be deemed in default hereunder for failing to perform such obligationscontractors or subcontractors.

Condition of Premises. AS-IS". Subject to the performance by Landlord of its obligations to perform (or cause to be performed) the Tenant Improvements and, except as expressly provided to the contrary, as Tenant hereby agrees that the Premises shall deliver be taken "as is", "with all faults", without any representations or warranties, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and Landlord’s Work shall be good the suitability of same for Tenant's purposes, and workmanlike using first class materials. Landlord’s Work is Tenant does hereby warranted for one year from the Rent Commencement Date waive and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited disclaim any objection to, HVACcause of action based upon, mechanical and electrical, elevators and the structure or claim that its obligations hereunder should be reduced or limited because of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as condition of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the BuildingBuilding or the suitability of same for Tenant's purposes. Except as expressly provided herein to the contrary, (ii) Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to alter, close or relocate any facility in the Premises or the Common Areas Building or otherwise with respect to the suitability of either for the conduct any of Tenant's business, and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the above activities for the purpose of complying with legal requirements for fire/life safety for Premises and the Building or otherwise in its decision to enter into this Lease and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through let the Premises shall be made without Tenant’s consent except in an "as is" condition. The commencement of business in the case of an emergencyPremises by Tenant shall conclusively establish that the Premises and the Building (or such portion thereof occupied by Tenant) were at such time in satisfactory condition. Notwithstanding the foregoing, in Landlord hereby assigns to Tenant, on a non-exclusive basis, to the event Landlord requires entry into extent assignable, all warranties and guaranties relating to the Premises for construction of the purpose of performing any of its obligations contained in this Lease Building, and such entry is denied, Landlord shall not be deemed in default hereunder for failing use commercially reasonable efforts to perform such obligationsassist Tenant, at no cost or expense to Landlord, with Tenant's enforcement of any warranties or guaranties that have been assigned to Tenant. Landlord shall use its commercially reasonable efforts to obtain at least a one year warranty from the general contractor constructing the Tenant Improvements.

Condition of Premises. Landlord Tenant hereby agrees that except as provided in the Tenant Work Letter attached hereto as Exhibit "D" and made a part hereof the Premises shall deliver be taken "as is", "with all faults", "without any representations or warranties", and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and Landlord’s Work shall be good the suitability of same for Tenant's purposes, and workmanlike using first class materials. Landlord’s Work is Tenant does hereby warranted for one year from the Rent Commencement Date waive and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited disclaim any objection to, HVACcause of action based upon, mechanical or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant's purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant's business and electrical, elevators Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the structure of Project in its decision to enter into this Lease and let the Building shall be Premises in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premisesabove-described condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” "D" and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “"Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service " Subject to the Premises and/or other parts terms of this Article 8, the taking of possession of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in Premises by Tenant shall conclusively establish that the Premises or and the Building, (ii) to alter, close or relocate any facility Project were at such time in the Premises or the Common Areas or otherwise conduct any satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the above activities for the purpose Civil Code of complying with legal requirements for fire/life safety for the Building California or otherwise and (iii) to comply with any federal, state or local successor provision of law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord agrees that Landlord shall use commercially reasonable efforts to achieve Substantial Completion the Improvements set forth in the Tenant Work Letter within sixty days (60) following Landlord's commencement of construction of such Improvements (the ¡¡ãOutside Date¡¡À); provided, however, if Substantial Completion of the Improvements has not occurred on or prior to the Outside Date, then Tenant shall receive one (1) day of Basic Rental credit for the Premises against the monthly Basic Rental next coming due under this Lease for each day, if any, that occurs during the period falling after the Outside Date and prior to the actual date of Substantial Completion of the Improvements. Notwithstanding the foregoing, the Outside Date shall be extended one (1) day for each day on which there is any delay in the Substantial Completion of the Improvements arising out of any Force Majeure event (as defined in Article 27 below) or any act or omission of Tenant or Tenant's agents, employees, contractors, licensees or invitees. Landlord may commence construction of the Improvements at any time during the term of the Lease and shall perform any such work construction in accordance with the least inconvenience terms of the Tenant Work Letter attached hereto, provided that Landlord agrees to Tenant as possible, but in no event shall Tenant be permitted use commercially reasonable efforts to withhold or reduce Rent or other charges due hereunder as a result minimize any interruption of same or otherwise make claim against Landlord for interruption Tenant's business or interference with Tenant’s business and/or operations. No incursion into or through 's use of the Premises shall be made without Tenant’s consent except in connection with the case construction of an emergencythe Improvements. Notwithstanding the foregoing, in the event that Landlord requires entry into has not achieved Substantial Completion of the Premises Improvements prior to the Commencement Date and, as a result, Tenant is unable to perform the normal activities and functions required for its business from the Premises, then Tenant shall be entitled to continued use of its current shipping area and certain other portions of the Project for the purpose of performing any conducting Tenant's normal business functions until such time that Landlord has achieved Substantial Completion of its obligations contained in the Improvements; provided, however, (i) such failure shall not affect the validity of this Lease nor the obligations of Tenant to pay Basic Rental and all other amounts due under this Lease with respect to the Premises (subject to the day for day rent credit set forth above) and (ii) Tenant and Tenant's agents, employees and contractors shall continue to abide by Section 5.2 of the Tenant Work Letter attached hereto and shall not interfere with the Landlord's completion of the Improvements. In the event that Tenant continues to use or occupy any portion of the Project other than the Premises following the Commencement Date, all of Tenant's liabilities and obligations under this Lease shall apply with respect to such entry is denieduse and occupancy, Landlord except that Tenant shall not be deemed obligated to pay any additional Basic Rental and/or Direct Costs in default hereunder for failing to perform such obligationsconnection with the additional occupied space only.

Condition of Premises. Landlord The Premises through Use Contract(s) shall deliver be licensed to TEATRO DALLAS for priority use during the Term of this Agreement as a resident theater company per the terms of this Agreement and for no other purpose. Except as otherwise set forth in this Agreement, the Use Contract(s) shall govern the terms, conditions, and respective obligations of the parties during each period of TEATRO DALLAS’s use of the Premises. Prior to each possession period, TEATRO DALLAS agrees it shall have made an independent investigation of the Premises and Landlord’s Work shall be good will have determined that the Premises is in all respects suitable for its intended use. TEATRO DALLAS hereby covenants and workmanlike using first class materials. Landlord’s Work agrees that TEATRO DALLAS is hereby warranted for one year from familiar with the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure current condition of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject toaccepts the current and future condition of the Premises for use during its respective Use Contract(s) periods in adherence with the LCC’s customary practice(s) for turnover of any portion of the LCC for use by a third party set forth in the then applicable Use Contract(s). Unless otherwise provided for in the then applicable Use Contract(s), during the term of this Agreement, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred City shall have no obligation to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service make any modifications to the Premises and/or or other parts portions of the Building pipesLCC due to the nature of TEATRO DALLAS’s intended use. Unless otherwise provided for in the then Use Contract(s), ductsin its use of the Oak Farms Dairy Performance Hall, conduitsTEATRO DALLAS agrees it shall not modify the onstage configuration or create a black box setting at any time during the Term. TEATRO DALLAS, wiresagrees to cooperate with CARA MIA Theater Co. and the City in the allocation of weekly use during the Term. TEATRO DALLAS and CARA MIA Theater Co. will have first choice of dates for productions on the LCC calendar prior to any other user group. TEATRO DALLAS and CARA MIA Theater Co. will each have an allotment of 16 weeks for a total of 4 productions per fiscal year in the multi-form theater space and the Oak Farms Dairy Performance Hall with at last 4 weeks in each space. TEATRO DALLAS will have the flexibility to increase up to 20 weeks for up to two consecutive fiscal years for the duration of the Agreement or may decrease to 12 weeks for a maximum of two consecutive years for the duration of the Agreement. TEATRO DALLAS acknowledges and agrees that as a resident company along with CARA MIA Theater Co., appurtenant fixturesTEATRO DALLAS and CARA MIA Theater Co. must work together to determine fair distribution of their allotted dates, and mechanical systemsTEATRO DALLAS hereby commits to do so. All scheduling disputes shall be referred to the LCC Manager. In the event of a dispute, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such LCC Manager will work with both resident companies together for a resolution. TEATRO DALLAS does hereby acknowledge the least inconvenience to Tenant as possibleTier system of other LCC core groups and Latinx users for general purpose rentals. TEATRO DALLAS, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord resident company alongside CARA MIA Theater Co, shall have access to the LCC theaters in accordance with industry standards for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsa professional theater.

Condition of Premises. Landlord shall deliver Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and Landlord’s Work shall be good has had adequate opportunity to investigate and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from inspect the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure condition of the Building shall be Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in good working order their "AS IS, WHERE IS" CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or good repair, as representatives of Lessor the case may be, at the time Tenant occupies environmental condition of the Premises. The Premises shall be initially improved as provided inLessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the date of this LeaseEffective Date, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to installall applicable zoning, usemunicipal, maintaincounty and state laws, repair, replace ordinances and relocate for service to regulations governing and regulating the Premises and/or other parts use of the Building pipes, ducts, conduits, wires, appurtenant fixturesPremises, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in accepts this Lease subject thereto and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsall matters disclosed thereby and by any exhibits attached hereto.

Condition of Premises. The Plans shall create no responsibility or liability on the part of Landlord for the completeness of such plans, or their design sufficiency, or compliance with Applicable Law. Landlord shall deliver have no obligation to Tenant for defects in design, or materials of the Landlord Improvements. The Landlord Improvements shall be deemed substantially completed on the date on which Landlord delivers to Tenant (i) an occupancy permit (permanent or temporary) from the governmental agency responsible for issuing the same, and (ii) a certification from Landlord's architect or construction manager stating that the Premises are substantially complete and ready for occupancy, subject only to any remaining work on a "punchlist" thereafter to be completed by the Landlord’s Work shall be good 's contractor which will not substantially adversely affect Tenant's ability to occupy and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in use the Premises (except for any specialty areas, e.g. the vivarium). Landlord warrants and represents that, as of the date of this LeaseCommencement Date, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate the Landlord Improvements for service to the Phase I Premises and/or other parts shall have been constructed in accordance with the provisions of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located Plans in the Premises or the Buildingaccordance with this Lease, (ii) to alterthe Phase I Premises will be in good and clean operating condition and repair, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) the electrical, mechanical, HVAC, and other building systems serving the Phase I Premises will be in good condition and repair, and (iv) the roof of the Building will be in good condition and water tight; provided, however, as Tenant's sole remedy with regard to comply with any federalviolation of such warranty and representation, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts promptly after receipt of the Punch List (as defined below), diligently proceed to perform remedy any such work punch list items. Except as specifically provided herein, TENANT HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONDITION AND USE OF THE PREMISES, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Tenant agrees, that by taking possession of the Premises, it acknowledges that it has inspected the Premises, that they are in good condition, and that it accepts the Premises in their then current condition subject only to a punchlist of non-compliance with the least inconvenience this Lease delivered from Landlord to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result within sixty (60) days after the Commencement Date ("PUNCH LIST"). Any provision of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedto the contrary notwithstanding, Landlord shall not be deemed in default hereunder responsible for failing any defects as a result of the design and/or engineering of the Plans. Landlord shall assign to perform such obligationsTenant any applicable warranties from Landlord's contractors with regard to the Landlord Improvements.

Condition of Premises. Tenant(s) accept the Premises “as is” and Landlord shall deliver not be responsible for making any repairs or improvements. Tenant(s) acknowledge that the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems all personal property located therein, including, but not limited to, HVACfixtures, mechanical appliances, furniture, carpets, doors, windows and electricalwindow coverings are clean and in good order and repair when their occupancy began (Any exceptions hereto shall be set forth in an attached addendum, elevators Damage Report Checklist, incorporated herein by reference), and they shall maintain in good condition and regularly clean the Premises and such personal property during the term hereof and return the same clean and in as good condition, ordinary wear and tear excepted, upon termination hereof. (Any exceptions hereto shall be set forth in an attached addendum, Damage Report Checklist, incorporated herein by reference). Upon termination, if Tenant(s) do not restore Premises to good and clean condition, Tenant(s) agree to pay Landlord additional compensation commensurate with the time necessary to restore the Premises to the same good and clean condition as they were at the beginning of the lease term. Tenant(s) shall specifically perform the following: (a) Remove all trash, garbage, bottles, cartons, unused foodstuffs, and discarded personal belongings from the unit to the outside trash facilities supplied by the Landlord. (b) Remove all appliances belonging to Tenant(s). As for any appliances that Tenant(s) no longer wants, whether at the end of the lease term, or throughout the period of the lease, Tenant(s) must arrange for their disposal at Tenant’s own expense. Unwanted appliances shall not be placed in trash facilities supplied by the Landlord. (c) Properly clean the kitchen stove (including oven and grills), refrigerator, and all plumbing fixtures. (d) Be completely moved out, and the structure unit cleaned, by noon of the Building shall be in good working order and/or good repair, as termination date. Landlord will coordinate with Nesheim’s Carpet Cleaning to arrive at noon to clean the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject tocarpets, the Tenant Work Letter attached hereto as Exhibit cost of which will be deducted from your security deposit. (e) Place all furnishing and fixtures supplied for the unit in normal positions and in the areas for their intended use. (f) Securely close and properly lock all entrances to the unit. (g) Notify any providers of utility services paid for by Tenant(s) to read the meters for “Bfinal reading” and made a part hereofpay final bills. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work LetterTenant(s) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other shall not keep inoperable or junk vehicles or parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in thereof on or about the Premises or the Building, (ii) to alter, close on any parking lot or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectstreet adjacent thereto. Landlord shall use reasonable efforts to perform may have any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold vehicles or reduce Rent objects towed or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises removed at Tenant(s) expense which shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoingdue as additional rent, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease if not removed within 10 days after written notice is mailed and postmarked to Tenant(s), by Landlord, requiring such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsremoval.

Condition of Premises. Tenant acknowledges and agrees that Landlord shall deliver has no obligation under the Lease to make any improvements to or perform any work in the Premises, or, except as specifically set forth in this paragraph, provide any improvement allowance, and Tena▇▇ ▇▇▇epts the Premises and in their current “AS IS” condition. Neither Landlord, nor anyone acting on Landlord’s Work shall be good and workmanlike using first class materials. Landlordbehalf, has made any representation, warranty, estimation, or promise of any kind or nature whatsoever relating to the physical condition or suitability, including without limitation, the fitness for Tenant’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingintended use, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises Tenant shall be initially improved as provided in, and subject to, have the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold right to make improvements in the Premises as (collectively, “Leasehold Improvements”) in conformity with plans and specifications approved in advance in writing by Landlord, and in compliance with all applicable Laws, and Landlord’s rules and regulations for construction, using new or comparable materials only, by contractors reasonably approved in writing by Landlord, and on days and at times reasonably approved in writing by Landlord. Tenant shall mark and tag all wiring and cabling installed by it or on its behalf upon installation. Tenant shall be responsible for all elements of the design of the Leasehold Improvements (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises, and the placement of Tenant’s furniture, appliances, and equipment), and Landlord’s approval thereof or of Tenant’s plans therefor shall in no event relieve Tenant of the responsibility for such design. Landlord shall only be responsible for payment of a maximum cost of $197,080.00 (that is, $10.00 per rentable square foot in the Premises) (“Tenant Allowance”) for the Leasehold Improvements. Landlord shall reimburse Tenant up to the Tenant Allowance within 30 days after the submission by Tena▇▇ (▇▇ more frequently than once per month) of paid invoices and unconditional lien waivers (on Landlord’s form therefor) evidencing the Leasehold Improvements and Landlord’s approval of such work based upon Landlord’s inspection of such Leasehold Improvements; provided, however, written request for payment of the Tenant Allowance must be received by Landlord within 24 months after the date of this LeaseAmendment, together with time of the essence. Any portion of the Tenant Improvements (as defined in Allowance not used by Tenant by the date that is 24 months after the date of this Amendment shall be deemed waived by Tenant Work Letter) may and shall not be collectively referred paid to herein as the “Tenant Improvements.” Landlord reserves the right from time Tenant, credited against Rent, ▇▇ applied to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service Tenant’s moving costs or prior lease obligations. Notwithstanding anything to the Premises and/or other parts contrary herein, Landlord’s reimbursement obligation shall be limited to hard costs of the Building pipesLeasehold Improvements as well as any planning fees, ductspermits, conduitsconstruction management fees if any and similar soft costs (specifically excluding furniture, wires, appurtenant fixtures, and mechanical systemsequipment, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergencydata cabling). Notwithstanding the foregoingabove Tenant may use up to $59,124.00 (that is, $3.00 per rentable square foot in the event Premises) towards the costs of furniture, fixtures, equipment and / or data cabling. If Tenant elects to have Landlord requires entry into oversee completion of the Premises for Leasehold Improvements, Tenant shall pay to Landlord a construction management fee equal to 2% of the purpose total cost of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsimprovements.

Condition of Premises. Except as expressly set forth herein, no representations or warranties of any kind have been made by Sublandlord to Subtenant concerning the condition of the Sublease Premises, nor have any promises to alter or improve the Sublease Premises been made by Sublandlord or any party on behalf of Sublandlord; provided, however, that to the extent the Lease includes covenants of Landlord shall deliver relating to the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure condition of the Building and/or the Sublease Premises, Sublandlord hereby agrees that Subtenant shall be in good working order and/or good repairhave the rights and benefits thereto under this Sublease to the extent it affects Subtenant’s improvement, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, use and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as occupancy of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred Sublease Premises and Sublandlord agrees to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use commercially reasonable efforts to perform any such work with enforce the least inconvenience same. Subject to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, Subtenant is subleasing the Sublease Premises from Sublandlord after having had an opportunity to fully inspect the Sublease Premises and the right not to execute this Sublease if the results of said inspection were unacceptable. Subtenant hereby agrees that the term “as is”, as used in the event previous subsection means, upon Subtenant’s approval of said inspection and upon Sublandlord’s completion of the Access Improvements as required by this Sublease, Subtenant is agreeing to sublease the Sublease Premises, without warranty or representation other than those representations and warranties, if any, made by Landlord requires entry into under the Lease, as to the physical condition of the Sublease Premises for and/or the purpose compliance of performing same with building, fire, health and zoning codes and other applicable laws, ordinances and regulations. Sublandlord hereby expressly disclaims any and all warranties or representations made to Subtenant, whether the same were made by any partner, officer, director or employee of its obligations contained in this Lease and Sublandlord or any other agent, such entry is deniedas a broker, Landlord shall not be deemed in default hereunder for failing to perform such obligationswhether oral or written, express or implied.

Condition of Premises. Landlord Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the building(s) of which the Premises are a part to Landlord. Upon Tenant’s vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord’s Work consent) that Landlord may require Tenant to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s expense. Such repairs shall be good performed in a manner satisfactory to Landlord and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includinginclude, but are not limited to, HVACthe following: capping all plumbing, mechanical capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and electrical, elevators and the structure thorough cleaning of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises If Tenant fails to remove any items that Tenant has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord’s option, become the property of Landlord and Landlord shall be initially improved as provided in, have the right to remove and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as retain or dispose of the date of this Leasesame in any manner, together with the without any obligation to account to Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectproceeds thereof. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim waives all claims against Landlord for interruption any damages to Tenant resulting from Landlord’s retention or interference with Tenant’s business and/or operations. No incursion into disposition of such Alterations or through the Premises personal property, Tenant shall be made without Tenantliable to Landlord for Landlord’s consent except in the case costs of an emergency. Notwithstanding the foregoingremoving, in the event Landlord requires entry into the Premises for the purpose storing and disposing of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsitems.

Condition of Premises. ‌ Tenant hereby acknowledges that this Lease is entered into by Landlord shall deliver pursuant to the provisions of California Streets and Highways Code Section 104.30 which identifies a temporary shelter/feeding program as a public use, and that authorization allows but does not mandate lease of Landlord’s real property for temporary emergency shelter or feeding program use. Such temporary use does not create a right of occupancy. Further, any structure erected on the Premises by Tenant must be a temporary structure only and not permanent. Landlord has conducted no inspection of the Premises to determine suitability of the Premises for the intended use, and Tenant is solely responsible for conducting a sufficient inspection, prior to entering into this Lease, for determining the suitability of the Premises for its intended use. By signature of its authorized representative herein, Tenant hereby certifies and agrees that it has conducted its own inspection of the Premises and Landlord’s Work shall be good is entering into this Lease solely upon reliance of its own inspection and workmanlike using first class materialsnot on the basis of any promises or obligations of Landlord other than those set forth herein. Landlord’s Work is Tenant hereby warranted for one year from accepts the Rent Commencement Date Premises in their “AS-IS” condition, with all faults, both known and no costs to effect unknown, which would have been discovered in the same shall be included in Operating Expenses. All Building systems includingcourse of a reasonable inspection, but not limited to, HVAC, mechanical and electrical, elevators and the structure existing as of the Building shall be in good working order and/or good repairdate of the execution hereof. Tenant has had an opportunity to inquire and discover all applicable zoning, as municipal, county, state and federal laws, ordinances and regulations, governing and regulating the case may beuse of the Premises, at and accepts this Lease subject thereto without limitation. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the time Tenant occupies condition of the Premises or the suitability thereof for the specified use; nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises. The Tenant acknowledges that Landlord specifically does not warrant fitness of the Premises for the specified use and specifically does not warrant the Premises fit for human habitation, whatsoever. Except as may be otherwise expressly provided in this Lease, the taking of possession of the Premises by Tenant shall be initially improved as provided inconstitute acknowledgement that the Premises are in good condition, and subject toTenant agrees to accept the Premises in their presently existing condition "AS-IS", and that Landlord shall not be obligated to make any improvements or modifications thereto. Tenant is a political subdivision with the staff and resources necessary to investigate the condition of the Premises and hereby agrees and acknowledges that it has made a sufficient investigation of the condition of the Premises existing immediately prior to the execution of this Lease (including investigation of the surface, subsurface and groundwater for contamination and hazardous materials as defined in Section 5.6) and is satisfied that the Premises will safely support Tenant’s use and type of improvements, if any, to be constructed and maintained by Tenant Work Letter attached hereto upon the Premises. Tenant’s investigation sets a base line condition as documented in Exhibit “B” and made a part hereof. The existing leasehold shall be used to determine if improvements in are required to make the Premises safe for homeless clients and facility staff. Investigation included a Phase I Environmental Site Assessment (ESA) (as defined in Exhibit “E”) reviewed and accepted by Landlord and any invasive sampling indicated by the results of the date ESA or required by a regulatory agency with jurisdiction. Tenant hereby acknowledges and agrees that the Premises are otherwise fully fit physically for the uses required and permitted by this Lease and that Tenant accepts all risks associated therewith. Tenant acknowledges that (1) Landlord has informed Tenant prior to the commencement of the term of this Lease that Landlord does not know nor has reasonable cause to believe that any release of any hazardous material, other than the Aerially Deposited Lead (ADL) discussed below, has come to be located on or beneath the Premises; (2) prior to the commencement of the term of this Lease, together with the Tenant Improvements (as defined Landlord has made available to Tenant, for review and inspection, records in the possession or control of Landlord which might reflect the potential existence of hazardous materials on or beneath the Premises; (3) Landlord has provided Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service access to the Premises and/or other parts for a reasonable time and upon reasonable terms and conditions for purposes of providing to Tenant the Building pipesopportunity to investigate, ducts, conduits, wires, appurtenant fixtures, sample and mechanical systems, wherever located in analyze the soil and groundwater on the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose presence of complying with legal requirements hazardous materials and that upon discovery of hazardous materials, Tenant shall promptly disclose the information to Landlord and such information shall be listed in Exhibit “B”; (4) by signing this Lease Tenant represents to Landlord that, except for fire/life safety for ADL and as otherwise may be stated in Exhibit “B” attached hereto and by this reference incorporated herein, Tenant does not know nor has reasonable cause to believe that any release of hazardous material has come to be located on or beneath the Building Premises; (5) the hazardous substances other than those listed in Exhibit “B” which are introduced to the Premises, or otherwise and (iii) to comply with any federalexposed or disturbed, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with during Tenant’s business and/or operations. No incursion into or through period of use and possession as tenant of the Premises shall be made without completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations; and (6) the hazardous substances, other than those listed in Exhibit “B”, which are found on the Premises during Tenant’s consent use, possession, or development of the Premises shall be completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations. The term “hazardous substance,” as used herein, has the same meaning as that definition under Section 25316 of the California Health and Safety Code. Tenant agrees that, except as otherwise expressly provided in this Lease, Tenant is solely responsible without any cost or expense to Landlord to take all actions necessary, off as well as on the case Premises, to improve and continuously use the Premises as required by this Lease and in compliance with all applicable laws and regulations. Tenant expressly acknowledges and understands that (1) use of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for a temporary emergency shelter/feeding program is being allowed at Tenant’s request; (2) the purpose Premises are not designed for temporary emergency shelter/feeding program use; and (3) the Premises may lie in close proximity to a State Highway presenting an increased risk of performing any exposure for clients of its obligations contained in this Lease and such entry is denieda temporary emergency shelter/feeding program operated on the Premises to vehicular emissions, Landlord shall not be deemed in default hereunder for failing including the possible exposure to perform such obligationsADL.

Condition of Premises. 14.1 Tenant acknowledges that neither Landlord shall deliver nor any agent of Landlord has made any representation or warranty, express or implied, with respect to the condition of the Premises and Landlord’s Work shall or to the Project, except as set forth herein, or with respect to their suitability for the conduct of Tenant's business. 14.2 Landlord warrants to Tenant that the Tenant Improvements will be built in a good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from manner and in conformance with Exhibit "E", and all applicable building code requirements, laws, rules, orders, ordinances, directions, regulations, permits, approvals, and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and with the Rent Commencement Date rules, orders, directions, regulations, and no costs to effect requirements of any applicable fire rating bureau; that all material and equipment installed will conform with Exhibit "E" and will be new and otherwise of good quality; and that the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators Project and the structure Tenant Improvements will be free of patent and latent defects in design, materials and construction. Tenant shall have the right to submit a written "punch list" to Landlord, setting forth any defective item of construction, and Landlord shall promptly cause such items to be corrected. Tenant's acceptance of the Building Premises or submission of a "punch list" shall not be deemed a waiver of Tenant's rights to have defects in good working order and/or good repairthe Tenant Improvements or the Premises repaired at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall repair such defect as soon as possible. 14.3 Landlord warrants to Tenant that the case may beProject and the Tenant Improvements, at the time Tenant occupies of initial completion, will be in compliance with ADA and the Premises. The Premises regulations promulgated thereunder; provided, however, nothing in this Lease shall be initially improved as provided inconstrued to require Landlord to make improvements, alterations, repairs or replacements to comply with ADA unless and until required to do so by order of any government entity or court of law exercising proper jurisdiction with regard thereto, subject toto any right to appeal or otherwise contest any such order. 14.4 Landlord warrants and represents that, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Leaseapplicable Delivery Date, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to installthe Premises, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipesand the Project will comply with all applicable laws, ductsrules, conduitsregulations, wirescodes, appurtenant fixturesordinances, underwriters' requirements, covenants, conditions and mechanical systems, wherever located in the Premises or the Buildingrestrictions ("Laws"), (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise will be in good and clean operating condition and repair, (iii) to comply with any federalthe electrical, state or local lawmechanical, rule or order with respect thereto or HVAC, plumbing, sewer, elevator and other systems serving the regulation thereof not currently Premises and the Building will be in effectgood operating condition and repair, and (iv) the roof of the Building will be in good condition and water tight. Landlord shall use reasonable efforts to perform shall, promptly after receipt of notice from Tenant, remedy any non-compliance with such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease warranty at Landlord's sole cost and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsexpense.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” "D" and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “"Tenant Improvements.” " The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. Landlord reserves the right from time to time, but but, except in the case of the installation of the initial Tenant Improvements, subject to payment by and/or reimbursement from Tenant as otherwise may be provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the BuildingProject, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements a general plan for fire/life safety for the Building Project or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts attempt to perform any such work with the least inconvenience to Tenant as possible, but except as provided in no event Section 11(h) below, Tenant shall Tenant not be permitted to withhold or reduce Rent Basic Rental or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s 's business and/or operations. No incursion into Except as may be requested by Tenant or through as may be required by law, Landlord may not install any columns, shafts, pipes, ducts, utility lines, conduits or equipment (collectively, "Utility Lines") in the Premises shall not located therein as of the date of this Lease unless all of the following conditions are met: (a) The Utility Lines are located in Tenant's non-public areas in locations which will not interfere with Tenant's use and enjoyment of such areas, or if, from the standpoint of sound architectural and engineering standards such Utility Lines cannot be made located in the non-public areas without extraordinary cost, then the same are located completely beneath the floor or completely within the walls of public areas or completely above the Tenant’s consent 's hung ceiling, except that: (i) the Utility Lines may not displace or interfere with the location or placement of Tenant's Utility Lines serving the Premises, it being understood that Tenant's Utility Lines have priority in their location in the Premises, and (ii) with respect to the ceiling area, in no event may the Utility Lines extend lower than a height which is twelve (12) feet above the finished floor of the Premises, and (iii) if no finished ceiling is installed by Tenant, such area will not be available to Landlord for this purpose and Landlord will be restricted to the sub-floor or interior walls as hereinbefore described; and (b) Such work is performed during hours that Tenant is not open for business (except in the case of an emergency. Notwithstanding the foregoingemergencies) unless Tenant, in the event Landlord requires entry into the Premises for the purpose of performing any exercise of its obligations contained in this Lease and such entry is deniedreasonable discretion, Landlord shall not be deemed in default hereunder for failing to perform such obligationsagrees otherwise.

Condition of Premises. Landlord shall deliver Tenant's taking possession of the Premises and Landlord’s Work for beneficial use in the conduct of its business therein shall be conclusive evidence that the Premises were in good order and workmanlike using first class materialssatisfactory condition when Tenant took possession. Landlord’s Work is hereby warranted No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or the Property (or to provide Tenant with any credit or allowance for one year from the Rent Commencement Date same), and no costs to effect representation regarding the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure condition of the Building shall be Premises or the Property, have been made by or on behalf of Landlord or relied upon by Tenant, except as stated in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter Agreement attached hereto as Exhibit “B” B. Provided Tenant has delivered to Landlord evidence reasonably satisfactory to Landlord that all insurance required to be carried by Tenant hereunder is effective, then, subject to the terms and made a part hereofconditions set forth below, Tenant and its consultants and contractors shall be permitted to enter the Building and the Premises during the ten (10) day period immediately preceding the Commencement Date (the "Pre-Occupancy Period") for the purpose of installing Tenant's voice and data cabling and wiring, furniture, fixtures and equipment in the Premises; provided that such access by Tenant during the Pre-Occupancy Period shall not interfere with, or delay the completion of, the Tenant Work. The existing leasehold improvements Tenant shall not be required to pay any Base Rent or any other cost or charge in connection with its entry into the Premises during the Pre-Occupancy Period unless Tenant commences to undertake its business operations therein during the Pre-Occupancy Period. In connection with the undertaking of any work by Tenant in the Premises during the Pre-Occupancy Period, Tenant's contractors shall comply with all reasonable rules and regulations promulgated by Landlord in connection with the performance of work in the Building. Landlord shall determine, and give reasonable advance notice to Tenant of, the days and hours of the day during which Tenant's contractors may undertake work in the Premises during the Pre-Occupancy Period in order to coordinate such schedules with those of the contractors and subcontractors performing portions of the Tenant Work, which schedule shall be subject to change by Landlord upon reasonable advance notice to Tenant. Any delay in Landlord's substantially completing the Tenant Work which results from (i) Tenant's contractors' failure to abide by the terms of such schedule, or (ii) interference by Tenant's contractor(s) with the contractors and/or subcontractors undertaking the Tenant Work shall constitute a Tenant Delay and the Commencement Date shall be deemed to have occurred as of the date of this Lease, together with the Commencement Date would have otherwise occurred but for such Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant ImprovementsDelay.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord shall deliver 22.01 The parties acknowledge that Tenant has inspected the Premises and Landlord’s Work shall be good the Building and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from fully familiar with the Rent Commencement Date physical condition thereof and no costs Tenant agrees to effect accept the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and Premises at the structure commencement of the Building Term in its then "as is" condition. Tenant acknowledges and agrees that Landlord shall be have no obligation to do any work in good working or to the Premises in order and/or good repairto make it suitable and ready for occupancy and use by Tenant, as except to the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as extent expressly provided in, and subject to, the Tenant Work Letter attached for in this Article 22. 22.02 Annexed hereto as Exhibit “B” and made D is a part hereof. The existing leasehold improvements workletter for the construction of six (6) new offices in the Premises as ("Tenant's Initial Alteration Work"). Landlord shall perform Tenant's Initial Alteration Work in a building standard manner using building standard materials with reasonable dispatch, subject to delay by causes beyond its control or by the action or inaction of Tenant. Tenant acknowledges and agrees that the date performance of Tenant's Initial Alteration Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of this Lease, together with including payment of Rent. 22.03 Any changes in or additions to Tenant's Initial Alteration Work which shall be consented to by Landlord, and further changes in or additions to the Premises after Tenant's Initial Alteration Work has been completed which shall be so consented to (collectively, "Change Orders") shall be made by Landlord, or its agents, but shall be paid for by Tenant Improvements (as defined promptly when billed at cost plus 1 1/4% for insurance, 10% for overhead and 10% for general conditions, and in the event of the failure of Tenant Work Letter) so to pay for said changes or additions, Landlord at its option may be collectively referred consider the cost thereof, plus the above percentages, as Additional Rent payable by Tenant and collectible as such hereunder, as part of the rent for the next ensuing months. 22.04 Notwithstanding anything contained herein to herein as the “Tenant Improvements.” Landlord reserves the right from time to timecontrary, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) Tenant's Initial Alteration Work shall be deemed to installbe substantially completed notwithstanding that (i) minor or non-material details of construction, usemechanical adjustment or decoration remain to be performed, maintainprovided, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises that said "Punch List Items" shall be completed by Landlord within a reasonable time thereafter or the Building, (ii) at Tenant's request, a portion of Tenant's Initial Alteration Work is incomplete because construction scheduling requires that such work be done after incomplete finishing or after other work to alterbe done by or on behalf of Tenant is completed. If Tenant's Initial Alteration Work is not substantially completed and/or is delayed by reason of a Tenant Delay (as such term is hereinafter defined), close or relocate then the Commencement Date shall be accelerated (and Tenant shall pay as hereinbefore provided Fixed Annual Rent and Additional Rent on a per diem basis upon demand) one (1) day for each day of delay of Landlord's substantial completion caused by a Tenant Delay. For purposes hereof, "Tenant Delay" shall mean any facility delay in the Premises substantial completion of Tenant's Initial Alteration Work caused by any act, omission of, or any change to of Tenant's Initial Alteration Work requested by, Tenant, its agents, designers, architects, engineers, consultants, contractors, invitees or employees or any other party acting or apparently acting on Tenant's behalf. 22.05 Notwithstanding anything to the Common Areas or otherwise conduct contrary contained herein, in addition to the payment by Tenant to Landlord of Fixed Annual Rent and Additional Rent hereunder, Tenant shall pay to Landlord as additional Fixed Annual Rent hereunder all costs, fees and expenses incurred by Landlord in connection with the performance of Tenant's Initial Alteration Work (including, without limitation, the cost of all Change Orders, a supervisory fee, insurance and overhead, but excluding any costs incurred by Landlord for the preparation of architectural plans) together with interest thereon at the rate of ten (10%) per annum, which shall be payable in thirty-six (36) equal monthly installments of principal and interest (calculated by Landlord in the manner of a thirty-six (36) month self-liquidating mortgage loan where the outstanding principal balance equals such amount) commencing as of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsCommencement Date.

Condition of Premises. Tenant acknowledges that Landlord shall have no obligation to perform any construction or make any additional improvements or alterations, or to afford any allowance to Tenant for improvements or alterations, in connection with this Amendment, other than as is set forth in this Paragraph 10. Except as is provided in this Paragraph 10 and Exhibit B, Tenant accepts the New Space in its “as is” condition. Landlord shall tender possession of the New Space with all the work to be performed by Landlord pursuant to Exhibit B to this Lease substantially completed, endeavoring to do so by April 1, 2006 (the “Scheduled Commencement Date”). Tenant shall deliver a punch list of items not completed within thirty (30) days after Landlord tenders possession of the Premises and Landlord agrees to proceed with due diligence to perform its obligations regarding such items. Tenant shall, at Landlord’s Work request, execute and deliver a memorandum agreement provided by Landlord in the form of Exhibit C attached hereto, setting forth the actual New Space Commencement Date, Termination Date and, if necessary, a revised rent schedule. Should Tenant fail to do so within thirty (30) days after Landlord’s request, the information set forth in such memorandum provided by Landlord shall be good conclusively presumed to be agreed and workmanlike using first class materialscorrect. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, agrees that in the event of the inability of Landlord requires entry into to deliver possession of the Premises New Space on the Scheduled Commencement Date for the purpose of performing any of its obligations contained in this Lease and such entry is deniedreason, Landlord shall not be liable for any damage resulting from such inability and Tenant shall continue in occupancy of, and paying rent on account of, the Current Premises at the rate currently payable under the Lease; but Tenant shall not be liable for any rent for the New Space until the time when Landlord can, after notice to Tenant, deliver possession of the New Space to Tenant. No such failure to give possession on the Scheduled Commencement Date shall affect the other obligations of Tenant under this Lease, except that if this Lease is executed by the Tenant and delivered to Landlord by January 5, 2006 and Landlord is unable to deliver possession of the New Space by May 15, 2006 (other than as a result of strikes, shortages of materials, holdover tenancies or similar matters beyond the reasonable control of Landlord and Tenant is notified by Landlord in writing as to such delay), Tenant shall have the option to deliver a termination notice, unless and to the extent that said delay is as a result of: (a) Tenant’s failure to agree to plans and specifications and/or construction cost estimates or bids; (b) Tenant’s request for materials, finishes or installations other than Landlord’s standard except those, if any, that Landlord shall have expressly agreed to furnish without extension of time agreed by Landlord; (c) Tenant’s change in any plans or specifications; or, (d) performance or completion by a party employed by Tenant (each of the foregoing, a “Tenant Delay”). If any delay is the result of a Tenant Delay, the New Space Commencement Date and the payment of rent under this Lease for the New Space shall be accelerated by the number of days of such Tenant Delay. Subject to the foregoing, if Tenant has provided the aforesaid termination notice, this Amendment shall be deemed terminated and not to be part of the Lease and the Lease shall continue in default hereunder full force and effect without reference to this Amendment. In the event Landlord permits Tenant, or any agent, employee or contractor of Tenant, to enter, use or occupy the New Space prior to the New Space Commencement Date, such entry, use or occupancy shall be subject to all the provisions of this Lease other than the payment of rent for failing to perform such obligationsthe New Space. Said early possession shall not advance the Termination Date.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from Thirty (30) days following the Rent Commencement Date and no costs to effect in accordance with the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter Agreement attached hereto as Exhibit “B” "C", Landlord and made Tenant will jointly conduct a part hereofwalk-through inspection of the C&B Premises and will jointly prepare a punch-list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The existing leasehold improvements Punch-List will not include any items of damage to the C&B Premises caused by Tenant's move-in or early entry, if permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than latent defects of which Landlord is notified within one (1) year after the Premises as of the date Rent Commencement Date, Landlord's obligations under Paragraph 14 of this Lease, together with and the items specified in the Punch-List, by taking possession of the C&B Premises, Tenant will be deemed to have accepted the C&B Premises in its condition on the date of delivery of possession, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and occupancy of the C&B Premises and to have acknowledged that the Tenant Improvements (have been installed as defined required by the Work Letter Agreement and that there are no additional items needing work or repair by Landlord. Landlord will cause all items in the Punch-List to be repaired or corrected within thirty (30) days following the preparation of the Punch-List or as soon as practicable after the preparation of the Punch-List. Tenant Work Letter) acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Development or any portions thereof or with respect to the suitability of same for the conduct of Tenant's business. The foregoing inspection of the C&B Premises may hereinafter be collectively referred to herein as the “"Inspection Process." Landlord and Tenant Improvements.” Landlord reserves acknowledge and agree that the right from time Inspection Process shall be applicable to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts each portion of the Building pipes, ducts, conduits, wires, appurtenant fixtures, Subleased Premises as such portions are turned over to Tenant and mechanical systems, wherever located the respective subtenants thereof in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work accordance with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result terms of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsLease.

Condition of Premises. Tenant shall notify Landlord shall deliver in writing within three hundred thirty (330) days after the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work later of (a) the Date of Lease or (b) the date on which a certificate of occupancy or equivalent document is hereby warranted issued for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators Shell Improvements and the structure core area of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together any defects with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service respect to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located Shell Improvements in the Premises or the core area of the Building. Notwithstanding the notice period in the immediately preceding sentence, (ii) if Tenant discovers or becomes aware of any latent defects with respect to alter, close or relocate any facility the Shell Improvements in the Premises or the Common Areas or otherwise conduct any core area of the above activities Building, Tenant shall notify Landlord thereof within fifteen (15) business days after Tenant discovers or becomes aware of any such latent defect, and at Tenant’s request, Landlord will take any and all reasonable steps to enforce any rights (including, without limitation, any warranty rights or rights to bring a breach of contract claim) against Landlord’s contractors in order to cause any such latent defects to be promptly corrected. Except for defects stated in any such notice, and subject to Landlord’s agreements in the purpose immediately preceding sentence, Tenant shall be conclusively deemed to have accepted the Premises “AS IS” in the condition existing on the date Tenant first takes possession and to have waived all claims relating to the condition of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectPremises. Landlord shall use reasonable efforts proceed diligently to perform correct the defects stated in such notice unless Landlord disputes the existence of any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operationsdefects. No incursion into agreement of Landlord to alter, remodel, decorate, clean or through improve the Premises shall Premises, the Building, the Property or the Project and no representation regarding the condition of the Premises, the Building, the Property or the Project has been made by or on behalf of Landlord to Tenant, except as may be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained specifically stated in this Lease and such entry is denied, Landlord shall not be deemed or in default hereunder for failing to perform such obligationsthe Work Letter.

Condition of Premises. Except as specifically set forth in this Lease (including without limitation the Work Letter Agreement), upon Substantial Completion of the Tenant Improvements, Tenant agrees to accept Premises in its “as-is” condition as of the date thereof (except for punch list items). Tenant also acknowledges that, except as otherwise expressly set forth in this Lease (including without limitation the Work Letter Agreement), neither Landlord shall deliver nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, the Site or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Site, the Premises (including the Tenant Improvements therein), the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto except for punch list items as described above and except as expressly set forth in this Lease (including the Work Letter Agreement); provided, however, in the event that, as of the Commencement Date, the Base, Shell and Core of the Building (as defined in Section 1 of Exhibit “C”), the Common Areas and/or the Premises (including without limitation the Tenant Improvements and Landlord’s Work Work) in their respective conditions existing as of such date without regard to Tenant’s use of the Premises for general office purposes, and based solely on an unoccupied basis, (A) do not comply with applicable laws (including without limitation the Americans with Disabilities Act (the “ADA”)) in effect as of the Commencement Date or (B) contains latent defects, then Landlord shall be good responsible, at its sole cost and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same expense which shall not be included in Operating ExpensesExpenses (except as otherwise permitted in (and not excluded in) Section 4 hereof), for correcting any such non-compliance to the extent and as and when required by applicable laws and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant. All Building systems includingIn addition, but not limited to, HVAC, mechanical and electrical, elevators and the structure any code compliance or ADA modifications that are expressly required by any governmental entity to be performed by Landlord inside or outside of the Building shall be Premises in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as connection with Landlord’s construction of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenantat Landlord’s consent except sole cost and expense and not included in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsOperating Expenses.

Condition of Premises. Except as expressly set forth in this Lease, Landlord shall deliver not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from in its “As Is” condition on the Rent Commencement Date and no costs without representation or warranty by Landlord as to effect the same condition of the Premises or the Building or as to the use or occupancy which may be made thereof. Notwithstanding the foregoing provisions of this Section 1.2 to the contrary, subject to any Tenant Damage (as defined below) and the obligations of Tenant under this Lease, Landlord shall be included in Operating Expenses. All Building systems including, but not limited to, warrant that the structural portions and roof (including the roof membrane) and the HVAC, mechanical electrical and electricalplumbing equipment and systems (collectively, elevators and the structure of the Building “Base Building”) shall be in good working order and/or good repaircondition for a period of forty-five (45) days after the Delivery Date, as defined below (the case may be“Warranty Period”), at and Landlord shall be responsible for the time repair and replacement, if required, of the structural portions and roof (including the roof membrane) and any other elements of the Base Building, as necessary within the Warranty Period (“Landlord’s Warranty”), provided that the need to repair or replace was not the result of Tenant’s failure to perform any maintenance or repairs required to be performed by Tenant occupies in the Premisesmanner required pursuant to the terms of the Lease, or by the misuse, modification, Alterations, damage, destruction, omissions, and/or negligence (collectively, “Tenant Damage”) of Tenant or its employees, agents, contractors or invitees or by acts of God, strikes, war and other events beyond Landlord’s reasonable control. The Premises foregoing shall not be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred deemed to herein as the “Tenant Improvements.” require Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities warranted components, as opposed to repairing such component of the Base Building or the structural portions and roof (including the roof membrane) of the Building(s). To the extent repairs which Landlord is required to make pursuant to this Section 1.2 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for the purpose proportionate cost of complying with legal requirements for fire/life safety such repair to the extent Tenant’s Damage was responsible for the need to repair any warranted. If it is determined that any component of the Base Building or otherwise is not in good working condition and (iii) to comply with any federal, state or local law, rule or order with respect thereto or repair during the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedWarranty Period, Landlord shall not be deemed in default hereunder liable to Tenant for failing any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant, shall perform such obligationswork or take such other action as may be necessary to place the same in good working condition and repair. Notwithstanding the foregoing or anything else in this Lease to the contrary, Landlord makes no representation or warranties concerning the working order of the previous tenant’s refrigeration and other restaurant equipment remaining in the Building.

Condition of Premises. Except as set forth otherwise on Exhibit C attached hereto, Tenant acknowledges and agrees that Landlord shall deliver has no obligation under the Lease to make any improvements to or perform any work in the Current Premises or the Additional Premises, or provide any improvement allowance, and Tenant accepts the Current Premises and the Additional Premises in their current “AS IS” condition. Neither Landlord, nor anyone acting on Landlord’s Work shall be good and workmanlike using first class materials. Landlordbehalf, has made any representation, warranty, estimation, or promise of any kind or nature whatsoever relating to the physical condition or suitability, including without limitation, the fitness for Tenant’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingintended use, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Additional Premises. The Premises shall be initially improved as provided in, and subject to, Tenant acknowledges that the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Leasehold Improvements (as defined in Exhibit C) will be completed while Tenant is occupying the Tenant Work Letter) Current Premises, and may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as interfere with or disrupt Tenant’s business or otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts inconvenience Tenant. Landlord’s completion of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any Leasehold Improvements during Tenant’s occupancy of the above activities for Current Premises will not be considered a breach of Tenant’s rights under the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectLease. Landlord shall will use commercially reasonable efforts to perform minimize any such work with the least disruption or inconvenience to Tenant, provided Tenant as possiblewill reasonably cooperate with Landlord with respect to the Leasehold Improvements, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with including without limitation packing loose and personal contents and moving Tenant’s business and/or operationselectronic equipment as reasonably directed by Landlord. No incursion into or through Landlord will provide Tenant with a schedule for completing the Leasehold Improvements, after which Tenant will provide access to the Current Premises shall be made to Landlord without Landlord having to provide any further notice to Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Tenant acknowledges and agrees that it presently occupies the portion of the Premises designated as Second Floor Space A, knows the condition thereof, and is leasing and accepting the same in their present "as is" condition. Landlord shall deliver not be required to rework, remodel or recondition Second Floor Space A in any manner whatsoever for Tenant's use and occupancy thereof. Landlord shall substantially complete the Premises and Landlord’s Work renovation of Second Floor Space B pursuant to Exhibit C attached hereto. All such work shall be done in a good and workmanlike using first class materialsmanner in compliance with all building codes and regulations applicable to the Building. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same Tenant's taking possession of Second Floor Space B shall be included conclusive evidence that Tenant accepts such space and that such space is in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and satisfactory condition except for any punch list of unsatisfactory items of which Tenant gives written notice to Landlord within ten (10) business days after the structure of the Building Relocation Effective Date which shall be promptly corrected or repaired by Landlord, provided, however, Landlord shall have no obligation to repair drywall, doors or doorframes in good working order and/or good repair, as the case may be, at the time Second Floor Space B unless Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the gives written notice of any problems related thereto prior to Tenant's moving into Second Floor Space B. Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements agrees to cooperate with Landlord in the Premises as performance of the date of this Lease, together with the Tenant Improvements (as defined Landlord's work in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Second Floor Space B and agrees that if Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, its agents and mechanical systems, wherever located employees have acted in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise a commercially reasonably manner and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to inconveniences Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s disrupts business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except operations in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedPremises, Landlord shall not be deemed liable therefor nor shall the same constitute an actual or constructive eviction of Tenant or entitle Tenant to any deduction or offset in default hereunder the payment of rent and other charges due and payable under this Lease. Except as set forth herein, Tenant, at its sole cost and expense, shall perform all alterations, improvements and other work necessary to prepare the Premises for failing to perform Tenant's use. All such obligationswork shall be done in accordance with Section 14 below.

Condition of Premises. Subject to Landlord’s obligations under this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it agrees to take the Premises in its condition “as is” as of the date that Landlord delivers possession of the Premises to Tenant in the condition required by the terms of this Lease, subject only to Landlord’s obligations under this Lease (the “Delivery Date”), and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to the TI Allowance, the Test Fit Allowance and as otherwise expressly stated in this Lease. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant and subject to Landlord’s obligations hereunder, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair. At Landlord’s sole cost and expense, Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies with the Premises. The Premises shall be initially improved as provided in, ’ base core and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements shell work described in the Premises as of the date of this Lease, together with attached Exhibit I completed and ready for the Tenant Improvements (the cost of which work shall not be deducted from the TI Allowance or passed through as defined in an Operating Expense, whether completed before or after Tenant takes possession of the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service Premises). Notwithstanding anything to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedcontrary, Landlord shall not be deemed deliver the Premises to Tenant on the Delivery Date, free and clear of any Hazardous Materials in default hereunder for failing violation of Applicable Laws to perform such obligationsthe extent in effect and as interpreted and applied as of the Delivery Date.

Condition of Premises. (A) Subject to the Tenant Allowance set forth in Section 1 above, Landlord shall deliver construct the work required to be performed in the interior of the Premises and (“Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included Work”) in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference accordance with Tenant’s business and/or operationsPlans. No incursion into or through the Premises shall be made without TenantExcept for Landlord’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedWork, Landlord shall not be deemed obligated to perform any improvements to the Premises or to or for the benefit of Tenant, and except as expressly set forth herein, Landlord makes no representations or warranties regarding the Premises or Landlord’s Work, express or implied, including, any warranty of habitability, merchantability or fitness for a particular use. Promptly following full execution of this Lease, Tenant shall deliver to Landlord, for Landlord’s approval, plans and specifications depicting Landlord’s Work prepared by a licensed architect (“Tenant’s Plans”), which said work shall not affect the structure or exterior of the Building or any building systems. Landlord shall secure and pay for all permits and fees, licenses and inspections necessary for the proper execution and completion of Landlord’s Work. Landlord shall comply with and give all notices required by laws, ordinances, rules, regulations and lawful orders of public authorities bearing on performance of Landlord’s Work. (B) Landlord shall use its reasonable efforts to cause Landlord’s Work to be substantially completed on or before the Commencement Date, subject to extension for any time lost by Landlord due to strikes, labor disputes, governmental restrictions or limitations, scarcity of or inability to obtain labor or materials, accidents, fire or other casualties, weather conditions, or any cause similar or dissimilar to the foregoing beyond the reasonable control of Landlord (collectively, “Force Majeure”) or Tenant Delay (defined below), provided, however, that Landlord shall not be liable to Tenant for any delay in default hereunder for the delivery of the Premises. (C) Landlord promptly shall correct, at Landlord’s cost and expense, all defects in Landlord’s Work and any Landlord’s Work failing to perform conform to the applicable requirements of this Lease, provided that such obligationsdefect appears and Tenant gives Landlord written notice thereof during the first 365 days of the Term. Landlord’s obligation under this Section 3(C) shall survive Tenant’s occupancy of the Premises upon substantial completion of Landlord’s Work. (D) Immediately upon the completion of Landlord’s Work, Tenant and Landlord jointly shall inspect the same in order to determine and record its condition and to prepare a comprehensive list of items that have not been completed (or which have not been correctly or properly completed) in strict conformity with Tenant’s Plans (as the same may have been modified or amended) (collectively, “Punch List Items”). Landlord thereafter shall proceed promptly to complete and correct all Punch List Items.

Condition of Premises. Promptly after the date of full execution and delivery of this Lease, Landlord shall, at Landlord’s sole cost and expense, cause the following work (“Landlord’s Work”) to be performed in the Premises using Project-standard materials and finishes only: (i) repaint all painted walls, (ii) clean all carpeted areas in the Premises, (iii) extend one (1) wall and install double doors to divide the lab area, all at a location reasonably designated by Landlord, and (iv) replace all broken or stained ceiling tiles and repair or replace blinds that are not in good working order. Landlord agrees to deliver possession of the Premises to Tenant in broom-clean condition. Landlord shall, if Tenant provides Landlord with a written request no later than June 30, 2006, replace the existing carpeting in the Premises with new Building-standard carpeting (“Landlord’s Special Work”) provided that Tenant reimburse Landlord, within ten (10) days of Landlord’s presentation of an invoice to Tenant, for (1) all costs incurred by Landlord to move Tenant’s furniture in connection with Landlord’s Special Work, and (ii) the carpet cleaning costs previously incurred by Landlord described above; provided, however, that in no event shall deliver Landlord be responsible for moving Tenant’s files and other personal property unless the same are boxed (with protective packaging). Tenant agrees to use its best efforts to cooperate with Landlord in Landlord’s performance of Landlord’s Special Work and to not interfere with Landlord’s performance of Landlord’s Special Work. Tenant hereby acknowledges that Landlord’s performance of Landlord’s Special Work shall not be deemed a constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of Rent in connection therewith. If there shall be a delay or there are delays in the substantial completion of the Landlord’s Work in the Premises as a result of any acts or omissions of Tenant, or its agents, or employees then, notwithstanding anything to the contrary set forth in this Lease and regardless of the actual date of the substantial completion of the Landlord’s Work in the Premises, the date of substantial completion thereof shall be deemed to be the date that substantial completion would have occurred if no Tenant delay or delays, as set forth above, had occurred. Except as provided in this Article 8, Tenant hereby agrees that the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and Landlordthe suitability of same for Tenant’s Work shall be good purposes, and workmanlike using first class materials. Landlord’s Work is Tenant does hereby warranted for one year from the Rent Commencement Date waive and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited disclaim any objection to, HVACcause of action based upon, mechanical or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business and electrical, elevators Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the structure of Project in its decision to enter into this Lease and let the Building shall be Premises in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereofabove-described condition. The existing leasehold improvements in the Premises as of the date of this Lease, together with Landlord’s Work pursuant to the Tenant Improvements (as defined in the Tenant Work Letter) first sentence of this Article 8, may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to The taking of possession of the Premises and/or other parts by Tenant shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises Civil Code of California or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any successor provision of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord Prior to the Commencement Date, Sublessor shall deliver perform the following work set forth in Sections 5(a) - 5(e) below (the "Sublessor's Work"): (a) Sublessor, at its sole cost and expense, shall (i) demise the Premises, (ii) construct the reception area, and (iii) install additional conference rooms, all in accordance with the plan attached as Exhibit D including costs of permitting, architectural and construction fees and demolition. Sublessor represents and warrants that Sublessor's Work will be performed in a good and ▇▇▇▇▇▇▇ like manner and in compliance with all laws and regulations including ADA, and that Sublessor, at Sublessor's sole cost, shall be responsible for any code compliance work required to be performed in conjunction with the Sublessor's Work. (b) Sublessor shall patch the damaged areas of the painted wall surface and repaint such patched areas. (c) Sublessor shall shampoo the carpets in the Sublease Premises and Landlord’s Work replace all missing ceiling tiles in the server room. (d) Sublessor shall be good remove the demountable walls from certain private offices to create an open area on the 11th floor as shown on attached Exhibit D. (e) Sublessor represents and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from warrants to Sublessee that as of the Rent Commencement Date and no costs to effect the same shall be included separate air conditioning units in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building server room shall be in good working order and/or good repair, as condition. (f) Sublessor shall be deemed to have "Substantially Completed" the case may beSublessor's Work at such time that all of the Sublessor's Work has been completed subject only to minor items of repair and completion (the "Punch List Items") that do no materially affect Sublessee's occupancy of the Sublease Premises for the use contemplated hereunder. Sublessor shall notify Sublessee in writing when Sublessor believes the Sublessor's Work to be Substantially Completed, at which time the time Tenant occupies parties shall schedule and conduct a walk-through inspection of the PremisesSublease Premises to determine the same and to identify any Punch List Items. The Premises Sublessor shall complete all Punch List Items within thirty (30) days after the Commencement Date. Sublessor's Work shall be initially improved as provided in, deemed Substantially Complete on the date which such work would have been Substantially Completed except for delays caused by the acts Sublessee and/or Sublessee's agents and subject to, contractors. (g) If at any time during the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as first six (6) months of the date Term, any of this Lease, together with the Tenant Improvements (as defined in the Tenant Sublessor's Work Letter) may is found to be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises defective or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct if any of the above activities for the purpose representations of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained Sublessor set forth in this Lease Section 5 are found to be untrue, and Sublessee notifies Sublessor thereof in writing, Sublessor, at Sublessor's cost, shall promptly correct such entry is denied, Landlord shall not be deemed in default hereunder for failing to defective work or perform such obligationsother repairs as necessary to make accurate Sublessor's representations hereunder.

Condition of Premises. Landlord is leasing the Premises to Tenant absolutely "as is" (i.e., as a "grey" shell, being the walls, roof and structural second floor) without any obligation to alter, remodel, improve, repair or decorate any part of the Premises; provided that Landlord shall deliver assign to Tenant (or otherwise enforce at Landlord's election upon Tenant's written request) any and all warranties (including statutory) received from or rights against all contractors and subcontractors regarding the Premises Tenant Improvements, which Landlord will confirm last, to the extent available at no additional cost, at least one (1) year after the earlier of (i) for each Phase, the Completion Date of the applicable Tenant Improvements and Landlord’s Work (ii) completion of the applicable work. Nothing in this Section 3A shall be good and workmanlike using first class materialsprevent Landlord from accepting a longer warranty from a manufacturer provided such is available at no additional cost. Landlord’s Work is hereby warranted for one year from Landlord expressly disclaims any warranty or representation, express or implied, with respect to the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems Project or any portion thereof, including, but without limitation, any warranty or representation as to fitness, condition, the existence of any defect, patent or latent, merchantability, quality or durability. Without limiting the foregoing, Landlord shall repair and/or replace, as necessary, at Landlord's expense and not limited toas an Operating Cost (a) throughout the Term, HVAC, mechanical and electrical, elevators and defects in the structure construction of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Shell Improvements (as defined in the Tenant Work LetterAppendix C) may be collectively referred (as opposed to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, normal repair, replace maintenance and relocate for service to replacement expected with the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, construction materials and mechanical systems, wherever located equipment installed in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise Project in light of their specifications), and (iiib) until the date which is one (1) year after the Phase I Commencement Date, nonwatertight roof joints and/or penetrations installed by Landlord in the Building. Tenant shall be solely responsible to comply with design, install and maintain any federalspecial HVAC equipment that Tenant deems necessary or appropriate for operation of any laboratories on the Premises. Further, state Landlord expressly disclaims any warranty or local lawrepresentation, rule express or order implied, with respect thereto to the adequacy or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform fitness for use, of any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into HVAC system installed at the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedlaboratory use, Landlord shall not be deemed in default hereunder for failing to perform such obligationsor otherwise.

Condition of Premises. Landlord Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises and the Project to Landlord’s Work . Upon Tenant's vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord's consent) that Landlord may require Tenant to remove. Tenant shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant's expense, provided that Tenant shall not be responsible for any restoration or expense in connection with new or amended building codes. Such repairs shall be good performed in a manner satisfactory to Landlord and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includinginclude, but are not limited to, HVACthe following: capping all plumbing, mechanical capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and electrical, elevators and the structure thorough cleaning of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises If Tenant fails to remove any items that Tenant has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord's option, become the property of Landlord and Landlord shall be initially improved as provided in, have the right to remove and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as retain or dispose of the date of this Leasesame in any manner, together with the without any obligation to account to Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectproceeds thereof. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim waives all claims against Landlord for interruption any damages to Tenant resulting from Landlord's retention or interference with Tenant’s business and/or operationsdisposition of such Alterations or personal property. No incursion into or through the Premises Tenant shall be made without Tenant’s consent except in the case liable to Landlord for Landlord's costs of an emergency. Notwithstanding the foregoingremoving, in the event Landlord requires entry into the Premises for the purpose storing and disposing of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsitems.

Condition of Premises. Except to the extent of the Tenant Improvements item on the Schedule, Landlord is leasing the Premises to Tenant absolutely “as is” (subject to Landlord’s warranty obligations set forth below), without any obligation to alter, remodel, improve, repair or decorate any part of the Premises. Landlord shall cause the Premises to be completed in accordance with the Tenant Improvement Agreement attached as Exhibit C. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from to Tenant on the Rent Commencement Date clean and no costs to effect free of debris with the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure installation of the Building Tenant Improvements completed in accordance with the terms of the Tenant Improvement Agreement attached as Exhibit C. Landlord warrants to tenant that the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems in the Premises, shall be in good working order and/or good repair, as operating condition on the case may be, at Commencement Date and during the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as initial twelve (12) months of the date Term. In the event of a non-compliance with such warranty, Landlord shall, except as otherwise provided in this Lease, together promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s cost and expense. Further, in connection with the construction of the Building structure and the Tenant Improvements (as defined in pursuant to the Tenant Work LetterImprovement Agreement, Landlord shall obtain customary warranties and guaranties from the contractor(s) may be collectively referred to herein as performing such work and/or the “Tenant Improvements.” Landlord reserves the right from time to timemanufacturers of equipment installed therein, but subject shall be under no obligation to payment by and/or reimbursement from incur additional expense in order to obtain or extend such warranties. If Tenant as otherwise provided herein: (i) is required to install, use, maintain, repair, replace and relocate for service make repairs to the Premises and/or other parts any component of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of its systems not covered by the above activities Landlord’s warranty contained in this Section 3A but for which Landlord has obtained a contractor’s or manufacturer’s warranty, then Landlord shall, upon request by Tenant, use its good faith efforts to pursue its rights under any such warranties for the purpose benefit of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectTenant. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through acceptance of the Premises shall be made without subject to the foregoing and to the provisions of this Lease regarding delivery of possession and completion by Landlord of all punch-list items. Tenant may obtain, at Tenant’s consent except in the case of an emergency. Notwithstanding the foregoingsole cost and expense, in the event Landlord requires entry into the Premises for the purpose of performing extended warranties on any of its obligations contained in this Lease and such entry is denied, Building systems; Landlord shall not be deemed (i) notify Tenant prior to its purchase of any Building system for which Tenant may obtain an extended warranty in default hereunder for failing order to perform give Tenant ample opportunity to obtain such obligationsa warranty and (ii) cooperate with and assist Tenant to obtain any such warranties.

Condition of Premises. Landlord Buyer shall deliver have the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year right to inspect the property during the period from the Rent Commencement Date date of submission of a proposal to the Township to sell the property up to the date of possession, at all reasonable times. Prior to closing, Buyer may, at its expense, have the premises inspected, and no costs to effect the same shall be included in Operating Expenses. All Building systems any necessary tests performed (including, but not limited to, HVACasbestos testing), mechanical prior to the closing date. Should any inspection reveal defects or necessary repairs, Seller may or may not agree to pay the costs of repairing said defects, and electricalif repairs are not completed prior to closing, elevators sufficient funds shall be escrowed at time of closing to effect said repairs. In the alternative, Seller may offer Buyer a credit against the purchase price in the amount of necessary repairs. If Buyer and Seller are unable to agree upon performance of repairs by seller, or the amount of a credit due to Buyer for repairs, Buyer may terminate this contract and shall be released from all legal obligations to Seller or may accept the real estate in its present condition. Prior to closing, and at Seller’s expense, the Buyer shall have the right to have the property inspected by a licensed exterminating company to determine whether there are any active termite infestations or organisms present in the property or on any improvements on said property, or any damage from prior termite infestation or organisms to said property or improvements. If there is any such infestation or damage, the Seller shall pay all costs of the treatment and repair of the areas that are infested or have been damaged provided that the total cost does not exceed $2,000.00. In the event that the total cost exceeds $2,000.00, Seller or buyer may notify the other party that it wishes to cancel this contract. At the time of closing, Buyer acknowledges that it has inspected the real estate and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided inimprovements thereon, and subject to, Buyer is acquainted with the Tenant Work Letter attached hereto as Exhibit “B” condition thereof and made a part hereof. The existing leasehold improvements in that it accepts the Premises same as of the date of execution of this LeaseContract in "as-is" condition, together with except that Seller warrants the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timeplumbing, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to installheating, useelectrical and air conditioning systems, maintain, repair, replace septic sewer and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtureswater systems, and mechanical systems, wherever located built-in the Premises or the Building, (ii) appliances to alter, close or relocate be in normal working condition on date of possession. Seller expressly warrants that Seller has received no notice from any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent City or other charges due hereunder as a result governmental authority regarding any violations of same any health or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through safety code affecting the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationspremises.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall deliver not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises and Landlordin its “As Is” condition on the Lease Commencement Date. Pursuant to Civil Code ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems business (including, but not limited to, HVACany zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). The taking of possession of the Premises by Tenant shall conclusively establish that the Premises (including the Tenant Improvements therein), mechanical and electrical, elevators the Building and the structure Project were at such time complete and in good, sanitary and satisfactory condition (except for matters that could not be reasonably discovered by Tenant during its inspection thereof prior to taking possession) and without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary set forth in this Lease, Landlord shall, at its sole expense, cause the Project, the Building and the Premises (and each system, component and part of the Project, the Building shall and/or the Premises), as of the Commencement Date, to be in good working order and/or order, to be in good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided incondition, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereofto be in compliance with all applicable laws. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Any expenses incurred by Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with provisions of the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord preceding sentence shall not be deemed included in default hereunder for failing any Operating Expenses that may be charged to perform such obligationsTenant in any manner under this Lease.

Condition of Premises. Landlord shall deliver 5.1 By taking possession of any part of the Premises hereunder, Tenant shall be deemed to have accepted the Premises as being in good order, condition and repair, and otherwise in its then existing “as is” and “where is” condition as of the Commencement Date, other than for latent defects in Landlord’s Work of which Tenant notifies Landlord promptly following discovery thereof, but in no event later than one (1) year following the Commencement Date. The foregoing, however, shall not be deemed or construed to release Landlord from any of its obligations set forth in this Lease, including its obligation to provide services and utilities under Article 7 below, or to repair, maintain and operate the Building in a manner consistent with comparable office buildings in midtown Manhattan (subject, in each case, to the terms and provisions of this Lease). Landlord shall not be obligated to perform any work whatsoever to prepare the Premises for Tenant, except that, prior to the Commencement Date, Landlord shall have substantially completed the work set forth on Exhibit C hereto (“Landlord’s Work”) in a good and workmanlike using first class materialsmanner, with Building standard materials and at Landlord’s cost. Tenant acknowledges that, except as may otherwise be expressly provided in this Lease, neither Landlord, nor any employee, agent nor contractor of Landlord has made any representation or warranty concerning the Land, Building, Common Areas or Premises, or the suitability of any for the conduct of Tenant’s business. Landlord reserves, for Landlord’s use, any of the following (other than those installed by or for Tenant’s exclusive use) that may be located in the Premises: janitor closets, stairways and stairwells; fans, mechanical, electrical, telephone and similar rooms; and elevator, pipe and other vertical shafts, flues and ducts. In connection with Landlord’s Work, “Substantial Completion” or “substantially completed” or “substantially complete” means that Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included has been completed in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together accordance with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts provisions of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Buildingthis Lease applicable thereto, (ii) to alterthe plans and specifications for such Landlord’s Work, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) all applicable Laws and other requirements, except for minor and immaterial details of construction, decoration and mechanical adjustments, if any, the non-completion of which do not materially interfere with Tenant’s use of the Premises, or which, in accordance with good construction practice, should be completed after the completion of other work to comply be performed in the Premises (“Punch List Items”), completion of which shall not materially interfere with Tenant’s ability to perform the Initial Installations. Following the Commencement Date, Landlord shall perform the work set forth on Exhibit C-1 hereto (“Landlord’s Additional Work”). Tenant shall permit Landlord access to the Premises to perform Landlord’s Additional Work, and Landlord and Tenant shall cooperate with one another to minimize interference with, as applicable, the performance of the Initial Improvements and Landlord’s Additional Work. Landlord and its employees, contractors and agents shall have access to the Premises at all reasonable times for the performance and completion of Landlord’s Work, Landlord’s Additional Work and Punch List Items, and for the storage of materials reasonably required in connection therewith, and Tenant will use all reasonable efforts to avoid any federalinterference with the performance of Landlord’s Work, state or local lawLandlord’s Additional Work, rule or order with respect thereto or the regulation thereof not currently in effectand Punch List Items. Landlord shall use reasonable efforts to perform any such work with complete Punch List Items within thirty (30) days for Landlord’s Work and forty-five (45) days for Landlord’s Additional Work after its receipt of the least inconvenience “punch list” from Tenant, subject to Tenant Delay. There shall be no rent abatement or allowance to Tenant for a diminution of rental value, no actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under the Lease, and no liability on the part of Landlord, by reason of inconvenience, annoyance or injury to business arising from the performance of Landlord’s Additional Work or Punch List Items or the storage of any materials in connection therewith, provided, however, Landlord will take all commercially reasonable actions to minimize any disruption to Tenant’s business activities as possibleLandlord completes the Punch List Items. Notwithstanding anything to the contrary contained herein, but if Tenant has obtained all necessary plans (as approved by Landlord pursuant to the applicable sections of this Lease), permits, New York City Department of Buildings (DOB) and other applicable agency approvals, Tenant has executed contracts in no event shall place in order to commence the Initial Improvements and is actually ready to commence the Initial Improvements, and any delay in the Substantial Completion of Landlord’s Additional Work is actually delaying and preventing Tenant be permitted to withhold or reduce Rent or other charges due hereunder from commencing the Initial Improvements as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through thereof, the Premises Rent Commencement Date shall be made without Tenantdeferred by one (1) day for each day until the earlier of Substantial Completion of Landlord’s consent except in Additional Work or when the case remainder of an emergency. Notwithstanding Landlord’s Additional Work is no longer delaying Tenant from commencing the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsInitial Improvements.

Condition of Premises. (a) Tenant acknowledges that Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and have no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts obligation to perform any such work with the least inconvenience construction or make any additional improvements or alterations, or to afford any allowance to Tenant for improvements or alterations, in connection with this Amendment, other than as possibleis set forth in this Paragraph 6. Except as is provided in this ▇▇▇▇▇▇▇▇▇ ▇, but ▇▇▇▇▇▇ accepts the Additional Space in no event its “as is” condition. (b) Landlord shall tender possession of the Additional Space with all the work to be performed by Landlord pursuant to Exhibit B to this Lease substantially completed, endeavoring to do so by July 1, 2007, provided that Landlord effectuates an early termination of the existing tenant’s lease and a timely vacating of such space (the “Scheduled Commencement Date”). Tenant be permitted shall deliver a punch list of items not completed within thirty (30) days after Landlord tenders possession of the Additional Space and Landlord agrees to withhold or reduce Rent or other charges proceed with due hereunder diligence to perform its obligations regarding such items. Tenant shall, at Landlord’s request, execute and deliver a memorandum agreement provided by Landlord in the form of Exhibit C attached hereto, setting forth the actual Additional Space Commencement Date, Termination Date and, if necessary, a revised rent schedule to take into consideration any changes of dates in the rent schedule as a result of same or otherwise make claim against provided in this Amendment. Should Tenant fail to do so within thirty (30) days after Landlord’s request, the information set forth in such memorandum provided by Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, conclusively presumed to be agreed and correct. (c) Tenant agrees that in the event of the inability of Landlord requires entry into to deliver possession of the Premises Additional Space on the Scheduled Commencement Date for the purpose of performing any of its obligations contained in this Lease and such entry is deniedreason, Landlord shall not be deemed liable for any damage resulting from such inability and Tenant shall continue in default hereunder occupancy of, and paying rent on account of, the Current Premises at the rate payable under the Lease; but Tenant shall not be liable for failing any rent for the Additional Space until the time when Landlord can, after notice to perform Tenant, deliver possession of the Additional Space to Tenant. No such obligationsfailure to give possession on the Scheduled Commencement Date shall affect the other obligations of Tenant under this Lease, except that if Landlord is unable to deliver possession of the Additional Space within one hundred twenty (120) days after the Scheduled Commencement Date (other than as a result of strikes, shortages of materials, tenancies or similar matters beyond the reasonable control of Landlord and Tenant is notified by Landlord in writing as to such delay), Tenant shall have the option to deliver a termination notice, unless and to the extent that said delay is as a result of: (a) Tenant’s failure to agree to plans and specifications and/or construction cost estimates or bids; (b) Tenant’s request for materials, finishes or installations other than Landlord’s standard except those, if any, that Landlord shall have expressly agreed to furnish without extension of time agreed by Landlord; (c) Tenant’s material change in plans or specifications; or, (d) performance or completion by a party employed by Tenant (each of the foregoing, a “Tenant Delay”). If any delay is the result of a Tenant Delay, the Additional Space Commencement Date and the payment of rent as set forth in this Amendment shall be accelerated by the number of days of such Tenant Delay. Subject to the foregoing, if Landlord fails to substantially complete such work and deliver possession of the Additional Space within thirty (30) days after delivery of the termination notice, this Amendment shall be cancelled and of no force or effect, and the Lease shall continue in full force and effect without reference to this Amendment. (d) Landlord shall permit Tenant, or any agent, employee or contractor of Tenant, after the existing tenant has vacated the Additional Space, to enter, use or occupy the Additional Space prior to the Additional Space Commencement Date for the purpose of installing Tenant’s furniture, fixtures and equipment. Such entry, use or occupancy shall be subject to all the provisions of this Lease other than the payment of any increase in rent pursuant to this Amendment for the period of time prior to the Additional Space Commencement Date. Said early possession shall not advance the Termination Date.

Condition of Premises. Landlord Except as otherwise provided in this Lease to the contrary, Tenant hereby agrees that the Premises shall deliver be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby acknowledges and agrees that it has investigated and inspected the condition of the Premises and Landlordthe suitability of same for Tenant’s Work shall be good purposes, and workmanlike using first class materials. Landlord’s Work is Tenant does hereby warranted for one year from the Rent Commencement Date waive and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited disclaim any objection to, HVACcause of action based upon, mechanical or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Building or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation or warranty with respect to the Premises or the Building or with respect to the suitability of either for the conduct of Tenant’s business and electrical, elevators Tenant expressly represents and warrants that Tenant has relied solely on its own investigation and inspection of the Premises and the structure of Building in its decision to enter into this Lease and let the Building shall be Premises in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premisesan “As Is” condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Building were at such time in satisfactory condition. Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements a general plan for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts attempt to perform any such work with the least inconvenience to Tenant as possible, but but, except as otherwise expressly provided herein, in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises Landlord shall be made without Tenant’s consent endeavor (except in the case of an emergency. Notwithstanding the foregoing, ) to give fifteen business (15) days advance written notice in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsan interruption or interference that would materially affect Tenant’s business operations.

Condition of Premises. Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” "D" and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “"TENANT IMPROVEMENTS." The taking of possession of the Premises by Tenant Improvements.” shall conclusively establish that the Premises and the Project were at such time in satisfactory condition, although this sentence shall not obviate Landlord's obligations under Article 9 below. Tenant hereby waives Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the BuildingProject, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements a general plan for fire/life safety for the Building Project or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord does not anticipate the necessity, as of the Commencement Date of this Lease, of any of the improvements described in the immediately preceding sentence which would materially and adversely affect Tenant's ability to conduct its business within the Premises. Landlord shall use reasonable efforts attempt to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent Basic Rental or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s 's business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Landlord shall deliver Except as otherwise expressly provided in this Lease and the Tenant Work Letter, Tenant hereby acknowledges and agrees that the Premises and the Building are satisfactory to Tenant in all respects, and Tenant hereby accepts the Premises and the Building in their present "AS IS, WHERE IS" and "WITH ALL FAULTS" condition, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and Tenant accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS LEASE AND THE TENANT WORK LETTER LANDLORD HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONDITION OR SUITABILITY OF THE PREMISES FROM AND AFTER THE DATE ON WHICH LANDLORD TENDERS POSSESSION OF THE PREMISES TO TENANT. FURTHER AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS LEASE AND THE TENANT WORK LETTER, TO THE EXTENT PERMITTED BY LAW, TENANT WAIVES ANY IMPLIED WARRANTY OF SUITABILITY OR OTHER IMPLIED WARRANTIES THAT LANDLORD WILL MAINTAIN OR REPAIR THE PREMISES OR ITS APPURTENANCES EXCEPT AS MAY BE CLEARLY AND EXPRESSLY PROVIDED IN THIS LEASE. Tenant shall at its expense comply promptly with all applicable laws, statutes, ordinances, rules, regulations, orders, restrictions of record, and requirements in effect during all or any portion of the Lease Term regulating the use, possession and occupancy by Tenant of the Premises other than the making of structural changes or changes to the Building's electrical, mechanical, plumbing and HVAC systems and equipment and/or Common Areas (such changes will be made by Landlord at its expense, but subject to reimbursement as an Operating Expense to the extent permitted by Article 6); however, if such changes are required due to the Improvements and/or Tenant's Alterations (other than normal and customary business office improvements) or a particular nature of Tenant's use of the Premises (as opposed to office and call center use generally), Tenant shall, as Additional Rent, reimburse Landlord for the cost thereof within thirty (30) days following receipt of an invoice therefor. Landlord represents to Tenant that, to the best of Landlord’s Work knowledge as of the Delivery Date, (i) the Premises and the common areas of the Building shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems substantial compliance with all applicable laws including, but not limited to, HVAC, mechanical then applicable requirements of the Americans with Disabilities Act; and electrical, elevators (ii) the Premises and the structure common areas of the Building do not contain any Hazardous Substances in violation of applicable laws. Notwithstanding the foregoing or anything to the contrary in this Lease, Landlord shall be on the Delivery Date at its sole cost and expense and not part of Operating Expenses, deliver the Premises to Tenant with the electrical, plumbing, mechanical, HVAC fire sprinkler systems (collectively, the "Systems and Equipment") and electrical and water meters in good working order, and the roof of the Building in good watertight condition. If, on the Delivery Date, such Systems and Equipment and/or the roof are not in good working order and Tenant notifies Landlord in writing within six (6) months following the Delivery Date that such Systems and Equipment and/or the roof are not in good working order and watertight condition, Landlord shall, at Landlord's sole cost and expense (and not as an Operating Expense reimbursable by Tenant) and as Tenant's sole remedy therefor, put such Systems and Equipment in good working order and/or perform roof repairs required to place the same in good repairwatertight condition. Additionally, as if within twelve (12) months following the case may beDelivery Date Tenant reasonably and in good faith determines that any Systems and Equipment serving the Premises do not have a remaining useful life in excess of the initial Lease Term, at then Tenant shall notify Landlord in writing within such period of twelve (12) months specifying which Systems and Equipment do not have a remaining useful life in excess of the time initial Lease Term, which notice shall be accompanied by reasonable back-up documentation (to the extent actually in Tenant's control or possession) of engineers, contractors or other persons qualified in the maintenance and repair of the specified Systems and Equipment certifying that Systems and Equipment do not have a remaining useful life in excess of the initial Lease Term. If Landlord disputes in writing Tenant’s determination, then Landlord and Tenant occupies shall, for a period of thirty (30) days thereafter, attempt to resolve such dispute. If such dispute is not resolved within such thirty (30) day period, then the Premisesparties shall submit the matter to binding arbitration before a retired judge under the auspices of JAMS (or any successor to such organization) in Dallas, Texas, according to the then rules of commercial arbitration of such organization. The Premises decision of the arbitrator shall be initially improved as provided inconclusive, final and subject to, binding upon Landlord and Tenant. Judgment upon the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereofdecision of the arbitrator may be entered in any court of competent jurisdiction. The existing leasehold improvements cost of such arbitration (including reasonable attorneys' fees incurred therein) shall be borne by the losing party as determined by the arbitrator. If the arbitrator determines that the specified Systems and Equipment (or portion thereof) do not have a remaining useful life in the Premises as excess of the date initial Lease Term, then Landlord shall, prior to the expiration of this Lease, together with the Tenant Improvements then remaining useful life of such Systems and Equipment (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repairor portion thereof), replace such Systems and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, Equipment (or portion thereof) at Landlord's sole cost and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise expense and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience as an Operating Expense chargeable to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against ("Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsReplacement Items").

Condition of Premises. Landlord shall deliver 22.01 The parties acknowledge that Tenant has inspected the Premises and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Premises at the commencement of the Term in its then “as is” condition, except to the extent expressly provided for in this Article 22. Tenant acknowledges and agrees that Landlord shall have no obligation to do any work in or to the Premises in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Article 22. 22.02 Landlord shall perform the work set forth on the schedule annexed hereto as “Exhibit C” in a building standard manner using building standard materials (“Landlord’s Work”) in compliance with all Applicable Laws. Landlord, or Landlord’s designated agent, shall perform Landlord’s Work shall be good with reasonable dispatch, subject to delay by causes beyond its control or by the action or inaction of Tenant. Tenant acknowledges and workmanlike using first class materials. agrees that the performance of Landlord’s Work is hereby warranted for one year from expressly conditioned upon compliance by Tenant with all the Rent Commencement Date terms and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date conditions of this Lease. 22.03 Any changes in or additions to Landlord’s Work, together with which shall be (a) requested by Tenant or Tenant’s designated agents, (b) consented to by Landlord, and (c) made by Landlord, or its agents, shall be paid for by Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. Any further changes in or additions to the Premises after Landlord’s Work has been completed, which shall be (a) requested by Tenant Improvements or Tenant’s designated agents, (as defined b) consented to by Landlord and (c) made by Landlord, shall be paid for by Tenant promptly when billed at cost plus 1 ¼ % for insurance, 5% for overhead and 5% for general conditions, and in the event of the failure of Tenant so to pay for said changes or additions, Landlord at its option may consider the cost thereof, plus the above percentages, as Additional Rent payable by Tenant and collectible as such hereunder, as part of the rent for the next ensuing months. 22.04 If Landlord’s Work Letter) may is not substantially completed and is delayed by acts, omissions or changes made or requested by Tenant, its agents, designers, architects or any other party acting on Tenant’s behalf, then Tenant shall pay as hereinbefore provided rent and additional rent on a per diem basis for each day of delay of Landlord’s substantial completion caused by Tenant or any of the aforementioned parties. Landlord shall notify Tenant promptly after becoming aware of any such delay. 22.05 Landlord's Work shall be collectively referred deemed to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: be substantially completed notwithstanding that (i) minor or non-material details of construction, mechanical adjustment or decoration remain to install, use, maintain, repair, replace and relocate for service to be performed which do not materially interfere with Tenant’s use of the Premises and/or other parts for the conduct of Tenant’s business (collectively, the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises “Punch List Items”) or the Building, (ii) a portion of Landlord’s Work is incomplete because construction scheduling requires that such work be done after incomplete finishing or after other work to alterbe done by or on behalf of Tenant is completed, close or relocate any facility in provided that Tenant may use the Premises or the Common Areas or otherwise conduct any of the above activities for the its intended purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder without material interference as a result of same or otherwise make claim against such incomplete work. Landlord for interruption or interference with Tenanthereby agrees that within thirty (30) days after Landlord’s business and/or operations. No incursion into or through the Premises shall be made without Tenantreceipt of a written notice from Tenant identifying any purported Punch List Items that require Landlord’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedcompletion, Landlord shall not be deemed in default hereunder for failing to perform such obligationscomplete said Punch List Items.

Condition of Premises. a. Tenant shall construct improvements to the Premises (the “Tenant Improvements”) in substantial conformity with the plans and outline specifications of the plan to be prepared pursuant to the provisions of the Work Letter (the “Work Letter”) attached hereto as Exhibit B. Landlord shall deliver provide Tenant with a one-time tenant improvement allowance in the amount of $100.00 per rentable square foot of the Expansion Premises (i.e. $1,208,500.00) (the “Expansion Premises Allowance”) and Landlord$30.00 per rentable square foot of the Existing Premises (i.e. $571,080) (the “Existing Premises Allowance” and, together with the Expansion Premises Allowance, the “Tenant Improvement Allowance”) for the costs relating to the Tenant Improvements. The Expansion Premises Allowance shall only be used for the costs relating to the Tenant Improvements in the Expansion Premises. The Existing Premises Allowance may be used for the costs relating to the Tenant Improvements in the Existing Premises and/or the Expansion Premises, in Tenant’s sole discretion. In no event shall Landlord be obligated to contribute toward the cost of the Tenant Improvements which are not agreed upon by Landlord or a total amount which exceeds the Tenant Improvement Allowance. Any portion of the Tenant Improvement Allowance which has not been expended and requested from Landlord pursuant to the terms of Section 2 of the Work Letter by April 30, 2020 shall be good and workmanlike using first class materialsforfeited. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs Subject to effect the same Section 5(b) below, Tenant shall be included in Operating Expenses. All responsible for any costs incurred to make the Existing Premises compliant under any applicable codes or Applicable Laws, as a result of the Tenant Improvements and Landlord shall be responsible for any costs incurred to make the Building systems including(except for the Existing Premises) compliant under any applicable codes or Applicable Laws, but not limited toas a result of the Tenant Improvements. b. Landlord, HVACat its sole cost and expense, mechanical shall renovate the restrooms and electrical, elevators Common Areas on the tenth (10th) and the structure eleventh (11th) floors of the Building (the “Landlord Work”), in substantial conformity with the new Building standard and the renovations performed on the eighteenth (18th) floor of the Building and in compliance with all applicable ADA Requirements. Landlord shall be in good working order and/or good repairperform the Landlord Work within twenty-four (24) months of the Effective Date; provided, however, if, as the case may beresult of the Tenant Improvements or in order to comply with the applicable ADA Requirements, additional work is required to make the restrooms or Common Areas compliant under any applicable codes or Applicable Laws, Landlord shall perform such work promptly following the date upon which such additional work becomes necessary or as required by such ADA Requirement. c. Subject to Section 5(a) and 5(b) above, Tenant acknowledges and agrees that Landlord shall have no obligation to make or pay for any improvements to the Premises in connection with this Amendment and Tenant accepts the Premises in its “AS IS” condition. To Landlord’s actual knowledge, there are no defects in the Expansion Premises that would render the space unusable for the Permitted Use. As used herein, “Landlord’s actual knowledge” shall only refer to the actual knowledge of J▇▇▇▇ ▇▇▇▇▇▇ and shall not be construed, by imputation or otherwise, to refer to the knowledge of any other officer, agent, representative or employee of Landlord. d. Landlord hereby agrees that Landlord shall notify Tenant in writing at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements submits to Landlord for Landlord’s approval its Construction Drawings (as defined in the Tenant Work Letter) may if Tenant shall be collectively referred required to herein as remove any portion of the “Tenant Improvements.” Improvements upon the expiration or any earlier termination of the Lease. If Landlord reserves the right from time to timedoes not so notify Tenant, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service notwithstanding anything to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located contrary contained in the Premises or the BuildingLease, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing required to perform such obligations.remove any portion of the Tenant Improvements upon the expiration or any earlier termination of the Lease. 37849147v5

Condition of Premises. (a) Prior to the commencement of the Lease Term, Landlord shall deliver cause to be performed in the Premises and Landlord’s Work the improvements specified in Exhibit B --------- attached hereto. Except as set forth in Exhibit B, Tenant accepts the Premises --------- in their "as is" condition. Tenant's taking possession of the Premises shall be conclusive evidence that the Premises were in good order and workmanlike using first class materialssatisfactory condition when Tenant took possession, except as to latent defects. Landlord’s Work is hereby warranted for one year from No promise of Landlord to alter, remodel, repair or improve the Rent Commencement Date Premises or the Building have been made by Landlord to Tenant, other than as may be contained herein or in a separate work letter agreement signed by Landlord and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical Tenant. (b) Tenant recognizes and electrical, elevators and the structure understands that floors 2 through 5 of the Building are currently being used for storage facilities by Landlord, and may, at any time, be made available by Landlord for lease to third parties. Landlord shall be in good working order and/or good repair, allocate Real Property Taxes and insurance premiums to the office area as well as the case storage floors; however, Landlord may be, at charge all other categories of Operating Expenses that are reasonably attributable exclusively to the time Tenant occupies office area to the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as tenants of the date of office area exclusively. As used in this Lease, together with the Tenant Improvements (as defined term "office area" shall refer to the rentable area of the Building made available by Landlord for lease to third- party office tenants. In the event of an increase or decrease in the rentable area of the Premises or the office area, Tenant's Prorata Share with respect to Operating Expenses (other than insurance), as specified in Paragraph 11 of the Summary, shall be appropriately adjusted. In addition, Tenant Work Letter) recognizes and understands that the Building is in close proximity to a fire station and that activities at that station may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right generate noise from time to time, but subject to payment by and/or reimbursement . Tenant agrees that any such noise shall not constitute a constructive eviction from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsby Landlord.

Condition of Premises. Landlord shall deliver (a) Tenant has examined and is familiar with the present condition of the Premises and Landlord’s Work shall be good and workmanlike using first class materialsagrees to accept the Premises in its “As-Is” condition, except as otherwise expressly set forth herein. Landlord’s Work is hereby warranted for one year from Landlord represents to Tenant that the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators plumbing and HVAC systems and equipment in or serving the structure of the Building Premises shall be in good working operating order and/or good repair, as and condition on the case may be, at date of delivery of each portion of the time Tenant occupies the PremisesPremises to Tenant. The Premises are being furnished by Landlord without warranty of any sort whatsoever. (b) Landlord agrees that it shall be initially improved as provided incoordinate, at no cost to Tenant, improvements to the base Building and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in base Building systems serving the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service improvements to the Premises and/or other parts of that Tenant reasonably requires to prepare the Building pipes, ducts, conduits, wires, appurtenant fixturesPremises for Tenant’s use. All such improvements shall be at Tenant’s sole cost and expense. Tenant and Landlord shall mutually agree as to the improvements to be made and Tenant shall pre-approve the costs thereof, and mechanical systems, wherever located in the Premises or the Building, (ii) thereafter Landlord shall cause such improvements to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectbe performed. Landlord shall use reasonable efforts deliver to perform any Tenant, for review and payment, invoices for the actual cost of the work actually performed, and at Landlord’s direction Tenant shall either reimburse Landlord for such work with actual costs as Additional Rent or pay the least inconvenience to Tenant as possible, but in third-party providers directly for such actual costs. In no event shall Tenant incur, or shall Landlord agree to cause improvements to be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoingperformed that exceed, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease One Hundred and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsFifty Thousand ($150,000.00) Dollars.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall deliver not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date. Notwithstanding anything to the contrary set forth in this Lease (except the following sentence), Landlord shall, at its sole expense, cause the Project, the Building and Landlord’s Work the Premises (and each system, component and part of the Project, the Building and/or the Premises), as of the Lease Commencement Date, to be in good working order, to be in good condition (other than routine repair and maintenance), and to be in compliance with all applicable laws, and any expenses incurred by Landlord to comply with the provisions of this sentence shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall not be included in any Operating ExpensesExpenses that may be charged to Tenant in any manner under this Lease. All Building systems Notwithstanding the foregoing, if Tenant fails to give Landlord written notice of such good working order or good condition matters within twelve (12) months after the Lease Commencement Date, then the correction of any such matters shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s responsibility at Tenant’s sole cost and expense. Landlord hereby assigns to Tenant, on a non-exclusive basis, all warranties and guaranties by the contractor who constructs the Tenant Improvements relating to the Tenant Improvements, and Tenant hereby waives all claims against Landlord relating to or arising out of the design and construction of the Tenant Improvements. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business (including, but not limited to, HVACany zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). The taking of possession of the Premises by Tenant shall conclusively establish that the Premises (including the Tenant Improvements therein), mechanical and electrical, elevators the Building and the structure Project were at such time complete and in good, sanitary and satisfactory condition (except for matters that could not be reasonably discovered by Tenant during its inspection thereof prior to taking possession) and without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(€ of the California Civil Code: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant’s right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by applicable laws now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable laws, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant to Landlord on or before that date which is ten (10) days after the date hereof; (B) any CASp inspection timely requested by Tenant shall be in good working order and/or good repairconducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, as the case may be, at the time Tenant occupies the Premises. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as (2) only after ten (10) days’ prior written notice to Landlord of the date of this Leasesuch CASp inspection, together (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building or Project in any way, and (4) at Tenant’s sole cost and expense, including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with the Tenant Improvements such CASp inspection (as defined in the Tenant Work Letter) may be collectively referred to herein as collectively, the “CASp Reports”) and all other costs and expenses in connection therewith; (C) Tenant Improvements.” shall deliver a copy of any CASp Reports to Landlord reserves the right from time within three (3) business days after Tenant’s receipt thereof; (D) Tenant, at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to or within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or other parts repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building pipesand Project located outside the Premises that are Landlord’s obligation to repair under the Lease (as amended hereby), ductsthen Landlord shall perform such improvements, conduitsalterations, wires, appurtenant fixturesmodifications and/or repairs as and to the extent required by applicable laws to correct such violations, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities Tenant shall reimburse Landlord for the purpose cost of complying with legal requirements for fire/life safety for the Building or otherwise and such improvements, alterations, modifications and/or repairs within ten (iii10) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenantbusiness days after ▇▇▇▇▇▇’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case receipt of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsinvoice therefor from Landlord.

Condition of Premises. Tenant currently occupies the Premises pursuant to the Existing 150 Lease. On the Commencement Date, Tenant shall accept the Premises in their then “as-is” condition without any obligation on Landlord’s part to perform any additions, alterations, improvements, demolition or other work therein or pertaining thereto; provided, however, that Landlord shall deliver perform the Premises and work (“Landlord’s Work shall be good and workmanlike using first class materials. BMS Work”) necessary to replace the Building’s existing building management system in accordance with the specification attached hereto as Exhibit L (the “BMS Specification”); provided, however, recognizing that Landlord’s BMS Work will be performed after the Commencement Date, Landlord reserves the right to make such modifications to the BMS Specification as Landlord reasonably determines are necessary so long as the building management system installed by Landlord is hereby warranted for one year from substantially equivalent to the Rent system described on the BMS Specification. Landlord shall perform Landlord’s BMS Work after the Commencement Date at its sole cost and no costs expense. Landlord and ▇▇▇▇▇▇ agree to effect coordinate with one another in good faith with respect to the same shall be included in Operating Expenses. All Building systems includingperformance of Landlord’s BMS Work (including the scheduling thereof, but not limited towhich scheduling may include, HVACwithout limitation, mechanical and electrical, elevators and the structure a requirement that up to twenty-five percent (25%) of the Building shall work be performed after normal business hours) in good working order and/or good repair, as the case may be, at the time Tenant occupies to minimize any interference with ▇▇▇▇▇▇’s operations in the Premises. The Premises foregoing shall be initially improved as provided innot, and subject tohowever, the Tenant Work Letter attached hereto as Exhibit “B” and made a part hereof. The existing leasehold improvements in the Premises as abrogate any of the date of this LeaseLandlord’s repair, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to timereplacement, but subject to payment by maintenance and/or reimbursement from Tenant as otherwise provided herein: restoration obligations (i) to install, use, maintain, repair, replace and relocate for service arising under the Existing 150 Lease prior to the Premises and/or other parts of the Building pipesCommencement Date, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in arising hereunder from and after the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligationsCommencement Date.

Condition of Premises. Landlord shall deliver Subtenant acknowledges that Sublandlord has made no representations or warranties with respect to the Building or the Premises or any personal property of Sublandlord included with the Premises, including the cabling referenced in Section 8 below. Subtenant hereby agrees to accept the Premises and Landlordany such personal property (including the cabling referenced in Section 8 below) in its “AS IS” and “with all faults” condition existing on the date possession is delivered to Subtenant, without requiring any alterations, improvements, repairs, maintenance, replacements, restoration or decorations to be made by Sublandlord, or at Sublandlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no costs to effect the same shall be included in Operating Expenses. All Building systems includingexpense, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as the case may be, either at the time Tenant occupies possession is given to Subtenant or during the Premisesentire Term of this Sublease. The Sublandlord makes no representations regarding the condition of the Premises or any personal property (including the cabling referenced in Section 8 below) or the suitability of the Premises or such property for Subtenant’s purposes. Sublandlord shall be initially improved as provided inremove all cubicles and ancillary furniture described on Exhibit D (“Sublandlord’s Furniture”) within seven (7) days following the Commencement Date. On the expiration of the Term, Sublandlord shall sell all of the remaining existing private office, reception, kitchen and subject toconference room furniture, fixtures and equipment described on Exhibit D-1 (“FFE”) to Subtenant for $1.00 pursuant to a ▇▇▇▇ of Sale in the Tenant Work Letter form attached hereto as Exhibit “B” and made a part hereofD-2. The existing leasehold improvements During the Term, Subtenant shall have the right to use the FFE in the Premises as normal course of its business and Subtenant agrees to maintain the date of this LeaseFFE in good condition and repair, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace reasonable wear and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct tear. Subtenant shall not remove any of the above activities for FFE from the purpose Premises without Sublandlord’s prior written approval, which will not be unreasonably withheld, conditioned or delayed; provided, however, that (a) Sublandlord’s consent will not be required with respect to the removal from the Premises of complying any item of FFE if such item is to be stored in a commercial storage facility and Subtenant provides Sublandlord with legal requirements for fire/life safety for notice of such removal, a list of the Building or otherwise items to be removed and the name, address and unit number of the commercial storage facility and (iiib) if Sublandlord fails to comply with notify Subtenant of Sublandlord’s consent, or denial of consent, to a proposed removal or disposition of any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result item of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without TenantFFE which requires Sublandlord’s consent except in the case of an emergency. Notwithstanding the foregoingwithin fifteen (15) days following Subtenant’s request for such consent, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not Sublandlord will be deemed in default hereunder for failing to perform have consented to such obligationsremoval and/or disposition.

Condition of Premises. Landlord Subject to the provisions of Section 1M above, Tenant hereby agrees that the Premises shall deliver be taken "as is", "with all faults", "without any representations or warranties", and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and Landlord’s Work shall be good the suitability of same for Tenant's purposes, and workmanlike using first class materials. Landlord’s Work is Tenant does hereby warranted for one year from the Rent Commencement Date waive and no costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited disclaim any objection to, HVACcause of action based upon, mechanical or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant's purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant's business and electrical, elevators Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the structure of Project in its decision to enter into this Lease and let the Building shall be Premises in good working the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order and/or good repairto obtain, as the case may be, at the time Tenant occupies the Premisesa certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “B” "D" and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “"Tenant Improvements.” " The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives any provisions of law which would otherwise permit Tenant to make repairs required of Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service under this Lease. Notwithstanding anything to the contrary set forth in this Article 8, to the extent, if any, that the Premises and/or other parts and Project are not currently code-compliant with municipal, county, state and federal codes, statutes, standards and regulations as of the Building pipesCommencement Date, ductsLandlord will not charge Tenant any portion of the cost(s) incurred, conduitsif any, wires, appurtenant fixtures, and mechanical systems, wherever located in to make the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effectProject compliant. Landlord shall use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is deniedAdditionally, Landlord shall not be deemed deliver (or repair if required) all electrical, plumbing, HVAC systems and doors servicing the Premises in default hereunder for failing to perform such obligationsgood working condition as of the Commencement Date.