Common use of Substantial Completion Clause in Contracts

Substantial Completion. For purposes of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list work.

Substantial Completion. For purposes 8.7.1 The Date of Substantial Completion of the LeaseWork or designated portion thereof is the Date certified by the Design Consultant and Owner when the Work or a designated portion thereof is sufficiently complete, “in accordance with the Contract Documents, so Owner can fully occupy and utilize the Work for the use for which it is intended, with all of the Project’s parts and systems operable as required by the Contract Documents. Only incidental corrective work and any final cleaning beyond that needed for Owner’s full use may remain for Final Completion. The Contractor shall be solely responsible for the cost to repair or replace any work damaged or destroyed prior to the Date of Substantial Completion" . 8.7.2 When the Design Consultant and the Owner on the basis of an inspection jointly determine that the Work or designated portion thereof is substantially complete, they will then prepare a Certificate of Substantial Completion which shall establish the Date of Substantial Completion, shall state the responsibilities of the Lease Improvements Owner and Tenant Improvements the Contractor for security, maintenance, heat, utilities, damage to the Work, and insurance, and shall occur upon: (a) completion fix the time within which the Contractor shall complete the items listed therein. Warranties required by the Contract Documents shall commence on the Date of construction Substantial Completion of the Lease Improvements and Tenant Improvements Work or designated portion thereof unless otherwise provided in the PremisesCertificate of Substantial Completion. The Contractor shall provide operation & maintenance manuals, and operation training to the Owner as certified required by the Contract Documents prior to Substantial Completion. The Owner’s occupancy of incomplete work shall not alter the Contractor’s responsibilities pursuant to this section. 8.7.3 The acceptance of Substantial Completion payment shall constitute a waiver of all claims by the Contractor and its Subcontractors except those previously made in writing and identified by the Architect with written approval Contractor as unsettled at the time the Contractor submits the Application for Payment for Substantial Completion, and except for the retainage sums due at final acceptance. The Contractor shall indemnify and hold the Owner harmless against any claims by its Subcontractors that are waived because they were not made in writing and identified by the Tenant Rep (with such certification Contractor as unsettled when the Contractor submitted the Application for Payment for Substantial Completion. 8.7.4 The issuance of the Certificate of Substantial Completion does not indicate final acceptance of the project by the Owner, and approval delivered to Landlord and Tenant), with the exception Contractor is not relieved of any punch-list items (together with agreement responsibility for the timing project except as specifically stated in the Certificate of completion Substantial Completion. 8.7.5 There will be two inspections by the Design Consultant at Substantial Completion: .1 To generate a list of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment items to be installed by Tenant completed or under the supervision corrected before Owner takes possession of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord Work. .2 To check that the Premises are ready for a final walk-through list of items has been completed before issuing Final Payment. Any additional inspections by the Design Consultant requested by Contractor to complete the Punch List shall result in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver money being withheld from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees Final Payment to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to cover the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workthese additional inspections.

Substantial Completion. For purposes of The Landlord Work shall be deemed to be “Substantially Complete” on the Lease, “Substantial Completion" of the Lease Improvements date that (i) all Landlord Work substantially and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), materially conforms with the exception Approved Construction Documents (other than any details of construction, mechanical adjustment or any punch-list items (together other similar matter, the noncompletion of which does not materially interfere with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and or occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; Substitution Space (“Punch List Items”)) and (eii) receipt all governmental entities having jurisdiction over the Substitution Space have provided written validations and approvals allowing occupancy by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that Tenant. Time is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably essence in connection with the completion obligations of Landlord and Tenant under this Work Letter. Except as otherwise provided herein, Landlord shall not be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be the resulting postponement (if any) of the commencement of rental payments under the Lease and such punchother rights as are expressly provided in this Ninth Modification. “Tenant Delay” means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including: (i) Tenant’s failure to furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (ii) Tenant’s selection of non-list workbuilding standard equipment or materials; (iii) changes requested or made by Tenant to previously approved plans and specifications; or (iv) activities or performance of work in the Substitution Space by Tenant or Tenant’s contractor(s) during the performance of the Landlord Work, including without limitation, installation of items removed from the Expanded Premises. Landlord hereby agrees to notify Tenant of any anticipated Tenant Delay due to items (i) and (ii) above so that Tenant may decide whether to proceed with such selection or change. To the extent Landlord is delayed in achieving Substantial Completion of the Landlord Work due to the immediately preceding sentence, such delays shall also constitute Tenant Delay.

Substantial Completion. For purposes of the Lease, “Substantial Completion" ” or “Substantially Complete” means that Landlord’s Work has been sufficiently completed such that the Premises is suitable for its intended purpose, notwithstanding any minor or insubstantial details of construction, decoration or mechanical adjustment that remain to be performed. Landlord will use commercially reasonable efforts to Substantially Complete Landlord’s Work on or before January 1, 2016. If there is a delay in the Substantial Completion of the Landlord’s Work for any reason neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delay, nor shall the Lease be affected in any way except that the Expansion Date shall not occur until Landlord’s Work is Substantially Complete and Landlord has delivered possession of the Expansion Premises in the Required Condition. Notwithstanding the foregoing or any language of the Lease Improvements and to the contrary, if Substantial Completion of Landlord’s Work is delayed by a Tenant Improvements Delay (as defined below), then Tenant shall occur upon: (a) completion of construction begin paying Rent as required under the Lease as of the Lease Improvements date the Expansion Date would have occurred but for such Tenant Delay. Landlord’s Work shall be performed in a good and Tenant Improvements workmanlike manner, in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), accordance with the exception approved Plans and in conformity with applicable codes and regulation of any punch-list items (together with agreement governmental authorities having jurisdiction over the Building and the Premises and valid building permits and all other authorizations from appropriate governmental agencies when required, shall be obtained for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workWork.

Substantial Completion. For purposes of the Lease, “Substantial Completion" of the Lease Improvements The Base Building Work and Tenant Improvements shall occur upon: be deemed substantially completed (ahereinafter, "SUBSTANTIALLY COMPLETED" or "SUBSTANTIAL COMPLETION") upon the completion of the Base Building Work and the Tenant Improvements, such that only minor or insubstantial details of construction or mechanical adjustment remain to be performed, the existence of which do not materially interfere with Tenant's occupancy and use of the Lease Improvements Building for the conduct of Tenant's business, and upon the issuance of a temporary or permanent certificate of occupancy by the governing local authority for the Building. A certificate furnished by Architect as to the date of Substantial Completion shall be conclusive and binding upon both parties. Notwithstanding the delivery of such certificate of Substantial Completion by the Architect, Substantial Completion shall be deemed not to have occurred with respect to the Base Building Work and Tenant Improvements until Landlord has provided Tenant prior written notice and at least sixty (60) days of reasonably unrestricted physical access to the Building for purposes of Tenant's installation of furniture, fixtures and equipment. Within ninety (90) days after the date of Substantial Completion, Tenant shall notify Landlord in writing of any remaining "punch list" or other corrective work to be completed by Landlord through the Contractor and TI Contractor. Such "punch list" or other corrective work shall be commenced by Landlord and completed within sixty (60) days following receipt of such notification from Tenant, or such longer period of time as is reasonably necessary to permit Landlord to complete such work in the Premises, as certified in writing by event that the Architect with written approval by the Tenant Rep completion of same is not possible within such sixty (with such certification and approval delivered to Landlord and Tenant), 60) day period with the exception exercise of any punch-list items (together with agreement for the timing of reasonable diligence. Upon completion of such punch-list items) "punch list" and any Tenant fixturesother corrective work to Tenant's, workstationsTI Architect's and Architect's reasonable satisfaction, built-in and upon Tenant's installation of its furniture, or equipment fixtures and equipment, Landlord shall obtain the issuance of a permanent certificate of occupancy, unless such certificate has previously been obtained. Landlord shall have no other obligation to be installed by Tenant or under the supervision perform other work except with regard to Landlord's obligations to correct construction defects and deficiencies as provided in Section 2.12 and to maintain certain structural and other elements of the Contractors, all Project as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid RentSection 15.02. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall reasonably cooperate reasonably with Landlord in connection with obtaining the completion temporary and permanent certificates of such punch-list workoccupancy.

Substantial Completion. For purposes of the Lease, “Substantial Completion" ” or “Substantially Complete” means that Landlord’s Work has been sufficiently completed such that the New Space is suitable for its intended purpose, notwithstanding any minor or insubstantial details of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premisesconstruction, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, decoration or equipment mechanical adjustment that remain to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; performed (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list“Punch List Items”); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding shall complete all Punch List Items following notice thereof from Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that except to the extent to which Tenant shall have given Landlord is notice of any Punch List Items not required later than ten days (10) days after the date Landlord delivers the New Space to breach Tenant, Tenant shall be deemed conclusively to have approved the terms completion of the corresponding construction contract. Landlord Landlord’s Work and Tenant shall cooperate reasonably have no claim that Landlord has failed to perform any of Landlord’s Work required under this Work Letter. If there is a delay in the Substantial Completion of the Landlord’s Work for any reason neither Landlord, nor the managing or leasing agent of the Tech 3 Building or the Tech 4 Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delay, nor shall the completion Lease be affected in any way except that the New Space Commencement Date shall not occur until Landlord’s Work is Substantially Complete. Notwithstanding the foregoing or any language of the Lease to the contrary, if Landlord’s Work is delayed by a Tenant Delay (as defined below) then Tenant shall begin paying Basic Rent with respect to the New Space as required under this Third Amendment as of the date the New Space Commencement Date would have occurred but for such punch-list workTenant Delay.

Substantial Completion. For purposes Landlord shall deliver possession of the LeasePremises to Tenant ready for installation and operation of manufacturing equipment, “Substantial Completion" as well as for use of office space, including without limitation readiness for installation of communication and computer systems ("Substantially Completed") in accordance with Final Plans and Final Specifications including approved changes, and Tenant must approve said completion in writing, upon the occurrence of all of the Lease Improvements following: 1. Construction by Landlord of the Premises in accordance with the Final Plans and Final Specifications ("Landlord's Work") and delivery of a certificate to that effect to Tenant Improvements by Landlord's engineer. Whenever the expression Final Plans and Final Specifications is referred to herein it shall occur upon: mean the Final Plans and Final Specifications described in EXHIBIT D, plus any changes approved by the parties. 2. Acceptance by Tenant that the utility services for the Building specified in the Final Plans and Final Specifications including storm and sanitary sewer, water and electricity, and telecommunications lines (abut expressly excluding any treatment of residual water required prior to its disposal by Tenant into the park's sewer system in accordance with the provisions of section 7.02 below) completion have been fully installed 6 6 and are operational for use by Tenant. Tenant shall at its cost, execute directly with the suppliers of such services their respective contracts for the supplying of such services, provided however, that any payment or contribution required by any utility company (i.e. electricity, telephone or water) for the supply of the corresponding utility service other than standard hook-up and consumption fees shall be paid by Landlord in order for the Premises to be considered Substantially Completed. The foregoing in the understanding that, with respect to the water supply to the Premises for use by the Tenant, the Landlord will at its own cost and expense drill and equip a water well in accordance with the Final Plan and Final Specifications, and the Landlord represents and warrants that it has and it will maintain for the duration of this Agreement the required concession or permit for the extraction of water from such well for its use by the Tenant. 3. All proposed means of ingress, egress, parking, loading, manufacturing and office areas are available for use by Tenant, as specified in EXHIBITS A AND D. 4. All legally required permits or certificates have been issued by all required governmental authorities and obtained by Landlord (including without limitation the permits to be obtained by Landlord referred to in section 7.02 below), except as to any permit to be obtained from the Federal and State environmental authorities not relating to the construction of the Lease Improvements Premises or the development of the industrial park where they are located, but related to the specific operation of Tenant's Intended Uses as hereinafter defined. 5. Remaining work to be done to render the Premises fully completed shall consist solely of minor details of construction, mechanical adjustments, or decoration, which will not interfere with Tenant's use and enjoyment of the Premises. When such remaining work is finally completed by Landlord and accepted by Tenant Improvements Landlord's Work and the Premises shall be considered as "Finally Completed". To this effect whenever the Premises and Landlord's Work is finally completed the parties hereto shall execute and deliver a Final Completion Certificate in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification form of EXHIBIT E attached hereto and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in made a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workpart hereof.

Substantial Completion. For Tenant shall cause the Work to be "substantially completed" on or before the scheduled date of commencement of the term of the Lease as specified in Section 1 of this Second Amendment to Lease, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Work, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Work or any other matter beyond the control of Tenant (or beyond the control of Tenant's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease if and when Landlord's architect issues a written certificate to Landlord and Tenant, certifying that the Work has been substantially completed (i.e., completed except for "punch1ist" items listed in such architect's certificate) in substantial compliance with the Working Drawings. If the Work is not deemed to be substantially completed on or before the scheduled date of the commencement of the term of the Lease as specified in Section l of this Second Amendment to Lease, (a) Tenant agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, (c) Landlord shall not be deemed to be in breach or default of the .Lease or this Work Letter as a result thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except in the event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Lease Term as specified in Section 1 of this Second Amendment to Lease shall be extended to the date on which the Work is deemed to be substantially completed and the Expiration Date of the Lease Term as specified in Section 1 of this Second Amendment to Lease shall be extended by an equal number of days. At the request of either Landlord or Tenant in the event of such extensions in the commencement and expiration dates of the term of the Lease, “Substantial Completion" of Tenant and Landlord shall execute and deliver an amendment to the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements reflecting such extensions. Landlord agrees to use reasonable diligence to complete all punch1ist work listed in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final aforesaid architect's certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days promptly after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list worksubstantial completion.

Substantial Completion. For purposes Substantially completed" and "substantial ---------------------- completion" shall mean the date when Landlord's Work, except for work then remaining to be done, if any, consisting of minor "punchlist item" shall have reached that stage of completion such that Tenant could either use and occupy the Lease, “Substantial Completion" Premises or complete Tenant's Work without substantial interference by reason of those items still required to complete Landlord's Work and Landlord obtains a certificate of occupancy permitting Tenant to use the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement Premises for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or uses permitted herein. If a temporary certificate of occupancy is issued subject to conditions which require the completion of Landlord's Work, Landlord shall with reasonable diligence complete such work and satisfy such conditions. Subject to the above, the taking of possession of the Premises or any portion or portions thereof by Tenant following Tenant's receipt of notice from Landlord of substantial completion of Landlord's Work in respect thereof, or otherwise, shall be conclusive evidence that substantial completion was, in fact, achieved, but Tenant shall have forty-five (without conditions other than conditions relating 45) days after Tenant's receipt of Landlord's notice of substantial completion to matters that are set forth in the give Landlord notice of any "punch list); (d) evidence " items remaining to be completed. In the event that the costs of the Leasehold Improvements have been paid; and (e) receipt any requests for changes or additions in Landlord's Work are made by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor and approved by Landlord, which approval shall not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayedand such requests extend the estimated time for substantial completion of Landlord's Work, deniedsuch estimate to be determined solely by Landlord or Landlord's contractors or subcontractors hired to perform said required work, then for the purposes hereof, Landlord's Work shall be deemed to have been substantially completed at such time as, in the sole reasonable judgment of Landlord or conditioned); providedsaid contractors or said subcontractors, howeverLandlord's Work would have been substantially completed except for the delay caused by or in any manner related to the requests of Tenant made as aforesaid. Notwithstanding the foregoing, in the event that Tenant shall commence day-to-day operations in the Premises prior to when Landlord's Work has been substantially completed, then for all purposes of this Lease, Landlord's Work shall be deemed to have been substantially completed on the date Tenant commenced such day-to-day operations in the Premises. Tenant acknowledges that the Premises are currently occupied by another tenant who is obligated to vacate the Premises by no later than January 31, 1998. Except as herein expressly set forth, Landlord is not required shall incur no liability for its failure to breach the terms deliver possession of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list work.Premises

Substantial Completion. For purposes Landlord shall cause the Work to be “substantially completed” on or before the scheduled date of commencement of the LeaseTerm subject to delays caused by strikes, “Substantial Completion" lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion Work, unavailability or shortages of construction materials or other problems in obtaining materials necessary for performance of the Work or any other matter beyond the control of Landlord (or beyond the control of Landlord’s contractors or subcontractors performing the Work) and also subject to “Tenant Delays” (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be “substantially completed” for all purposes under this Work Letter and the Lease Improvements if and Tenant Improvements in the Premises, as certified in writing by the Architect with when Landlord’s general contractor issues a written approval by the Tenant Rep (with such certification and approval delivered certificate to Landlord and Tenant), certifying that the Work has been substantially completed (i.e., completed except for “punchlist” items listed in such architect’s certificate) in substantial compliance with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furnitureWorking Drawings, or equipment when Tenant first takes occupancy of the Premises, whichever first occurs. If the Work is not deemed to be installed by Tenant substantially completed on or under before the supervision scheduled date of the Contractorscommencement of the Term, all as verified by Tenant Rep which verification shall occur (a) Landlord agrees to use reasonable efforts to complete the Work as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; thereafter, (b) Landlord’s assignment of warranties the Lease shall remain in full force and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; effect, (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion shall not be deemed to be in breach or default of the Lease Improvements or this Work Letter as a result thereof and Landlord shall have no liability to Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate result of any delay in occupancy (without conditions other than conditions relating to matters that are set forth in the punch listwhether for damages, abatement of Rent or otherwise); , and (d) evidence that except in the costs event of Tenant Delays and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Leasehold Improvements have been paid; Term shall be extended to the date on which the Work is deemed to be substantially completed and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment Expiration Date of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ Term shall be extended by the number of days by which the Commencement Date was extended together with the number of days required to make the Term expire on the next occurring last day of the month. At the request of either Landlord or Tenant in the event of such extensions in the commencement and expiration dates of the Term, Tenant and Landlord shall execute and deliver an amendment to the Lease reflecting such extensions. Landlord agrees to furnish a final lien waiver from such contractor not later than 10 days use reasonable diligence to complete all punchlist work listed in the aforesaid general contractor’s certificate promptly after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list worksubstantial completion.

Substantial Completion. For purposes 5.13.1 On Substantial Completion of the Lease, “Building of which the Property forms part the Vendor shall procure that the Architect shall issue the certificate of Substantial Completion" Completion and a copy of such certificate shall forthwith be delivered to the Purchaser and the Purchaser’s Attorney and the date stated in the Architect’s certificate shall be the date of Substantial Completion of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement Property for the timing purpose of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification this Agreement. 5.13.2 The Vendor shall occur as soon as reasonably practicable following the date of Substantial Completion of the Property clear away and remove from the Property all constructional plant materials rubbish and temporary works of every kind used for or accumulated by reason of the carrying out of the construction of the Property and shall make good any damage caused by such clearance and removal to the Purchaser’s reasonable satisfaction. 5.13.3 The Vendor shall use its best endeavours to give to the Purchaser at least 14 days’ notice of the times when the Architect proposes to make his inspections for the purpose of issuing the Certificate of Substantial Completion of the Property and/or the Works, the Schedule of Defects and the Certificate of Completion of Making Good Defects and shall afford the Purchaser and / or its representative (if any) all reasonable facilities for accompanying the Architect on such inspections and the Purchaser and / or its representative shall have the right to make representations in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord regard thereto and the Vendor shall procure that the Premises are ready for a final walk-through in order Architect shall have due regard to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent any such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇representations but subject thereto nothing herein shall ▇▇▇▇▇▇ agrees the professional discretion of the Architect to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives issue the Prepaid Rent. Landlord agreescertificate of Substantial Completion, notwithstanding Tenant’s payment the Schedule of Prepaid Rent, to withhold from Contractor, a sum equal Defects and the Certificate of Completion of Making Good Defects (copies of which shall be provided to the cost Purchaser). 5.13.4 The Architect shall be entitled to issue the certificate of Substantial Completion notwithstanding the matters detailed on the Schedule of Defects aforesaid or that the planting and seeding of the work and materials set forth landscaped areas on the foregoing punch-list Property have not been completed and the Vendor hereby undertakes to pay complete such sum to Contractor only as, when, planting and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof seeding as soon as reasonably possible in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection accordance with the completion of such punch-list workPlans.

Substantial Completion. For purposes of the Lease, “Substantial Completion" of the Lease Improvements and The Tenant Improvements shall occur upon: be deemed substantially completed ("SUBSTANTIAL COMPLETION" or "SUBSTANTIALLY COMPLETED") when the Tenant Improvements have been completed in accordance with the Final Plans, except for: (a) completion items of finishing and construction of which are not necessary to make the Lease Improvements and Tenant Improvements in the Premises, Demised Premises reasonably tenantable for Tenant's use as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; stated herein; (b) Landlord’s assignment of warranties and guaranties described items not then completed because of: (i) failure by Tenant to provide the Proposed Plans by the Plans Submission Date, or to promptly make changes in Section 3.2 of the Proposed Plans reasonably required by Landlord in connection with the approval thereof, or to otherwise perform its obligations under this Work Letter and delivery of same to TenantLease; or (cii) Landlord and changes in the Final Plans requested by Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for of the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are time set forth in the punch listLandlord's statement given after change orders are agreed to in writing by Tenant; or (iii) delays, not caused by Landlord, in furnishing materials or procuring labor required for installations or work in the Demised Premises which are not customarily provided by Landlord for office tenants in the Building, provided that Tenant shall be notified of Landlord's good faith estimate of the anticipated delay promptly after discovery thereof by Landlord, and shall be given an opportunity to specify alternative materials or requirements customarily provided by Landlord for office tenants; or (iv) the performance of any work or activity in the Demised Premises by Tenant or any of its employees, agents or contractors. (c) Delays resulting from the occurrences described in Subsection 4.14 (b)(i); , (dii) evidence or (iv) are sometimes hereinafter referred to as "TENANT DELAYS." In the event of any Tenant Delay, Tenant acknowledges that the costs Commencement Date of the Leasehold Improvements have been paid; Lease Term may occur (in Landlord's sole, but reasonable discretion,) and (e) receipt Tenant's obligation to pay Rent may begin, before the Demised Premises can be occupied by Tenant Tenant. Landlord agrees that in the event of a conditional lien waiver from Tenant Delay occurring under subsection 4.14 (b)(i), (ii) or (iv), it will provide Tenant with notice of such Tenant Delay, which notwithstanding the contractor under notice provisions of this Lease, may be by telephone, in person, fax, email, or other means of communication. Tenant will have two calendar days in which to notify Landlord, which notwithstanding the notice provisions of this Lease, may be by telephone, in person, fax, email, or other means of communication, of any proposed alternative materials, requirements, or means of avoiding the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contractDelay. Landlord and Tenant shall cooperate agree to use their best efforts to implement Tenant's reasonably in connection with proposed alternative materials, requirements or means of avoiding the completion of Tenant Delay, however, Landlord will not be responsible for the Tenant Delay if such punch-list workmeans do not succeed.

Substantial Completion. For purposes The Landlord’s Work shall be performed in a professional, good and workmanlike manner in accordance with all applicable codes, statutes, laws, rules and regulations. During the course of construction, Tenant’s Representative and Tenant’s Consultant agree to attend bi-weekly construction meetings and site inspections with Landlord for the purpose of monitoring that Landlord’s performance of the Lease, Landlord’s Work is being effectuated consistent with the Tenant’s Plans and Specifications in accordance with industry standard (“Substantial Completion" of Inspections”). Landlord shall reasonably cooperate with Tenant’s Representative and Tenant’s Consultant to schedule Inspections at times that are mutually convenient for all sides and will set forth the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of items to be reviewed during the Lease Improvements and Tenant Improvements in the Premises, as certified Inspections in writing by (email being acceptable) in advance (the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant“Inspection List”), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of . If either Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Representative or Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver Consultant discovers any deviation from the contractor under the Tenant’s Plans and Specifications during an Inspection, Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that Lshall advise Landlord in writing (email to ▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives <▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇> being acceptable) within two (2) business days following the Prepaid Rentdiscovery thereof, and Landlord shall correct any such deviation as expeditiously as reasonably possible in accordance with industry standard. Landlord agrees, notwithstanding If Tenant’s payment Representative or Tenant’s Consultant do not attend such Inspections and/or attends such Inspections and do not raise any discrepancy to Landlord regarding the performance of Prepaid Rentthe Landlord’s Work, then Tenant is deemed to withhold from Contractor, a sum equal have waived its right to object to the cost portion of the work that was included as part of the Inspection List. Landlord shall deliver the New Premises to Tenant in turnkey condition substantially complete and materials set forth on ready for use and occupancy by Tenant. The New Premises shall be deemed substantially complete upon the foregoing punchoccurrence of all of the following: (i) Landlord’s delivery to Tenant’s Representative and Tenant’s Consultant of self-certification letters by Landlord’s Architects and engineers certifying that the Landlord’s Work built pursuant to Tenant’s Plans and Specifications is substantially complete in accordance with industry standard and that Tenant can use all of the New Premises for the permitted uses therein; and only minor and insubstantial details of decoration and mechanical adjustment remain (subject to industry accepted Punch List items defined below); and (ii) the thorough and professional cleaning of the New Premises and corridor so that each are ready for Tenant’s use and occupancy; and (iii) walk-through of the New Premises by Landlord, Tenant’s Representative and Tenant’s Consultant confirming the substantial completion of the Landlord’s Work and identifying any punch list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval items of Tenant and Tenant has notified Landlord thereof in writing (such approval not Landlord’s Work to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that performed by Landlord is not required to breach the terms following Tenant’s occupancy of the corresponding construction contractNew Premises (a “Punch List”). The foregoing (i) through (iii) inclusive shall be deemed “Substantial Completion”. Landlord will provide fifteen (15) days prior written notice to Tenant’s Representative and Tenant’s Consultant of the estimated date of Substantial Completion and during such fifteen (15) day period, Landlord, Tenant’s Representative and Tenant’s Consultant will perform a walk-through of the New Premises for the purpose of establishing the Punch List. Upon the New Premises Commencement Date, Tenant shall cooperate accept the New Premises in its “as is” condition but excluding latent defects and the Punch List items, which Landlord shall correct. Landlord shall endeavor to complete all Punch List items within thirty (30) days following receipt of the Punch List (subject to items of Long Lead Work). Landlord shall coordinate the performance of any Punch List items with Tenant’s Representative in an effort to minimize interference with Tenant’s business and where reasonably in connection with the completion requested by Tenant, Landlord shall perform Punch List items outside of such punch-list worknormal work hours which are Monday through Friday 8 a.m. to 6 p.m. excluding federal holidays.

Substantial Completion. For purposes of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (cA) Landlord and Tenant have received all appropriate permitsshall perform, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agreesat Landlord's sole cost, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth shown on the foregoing punch-list and to pay such sum to Contractor only as, when, and to plans (the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing "Plans") listed on Exhibit B annexed hereto (such approval not to be unreasonably withheld, delayed, denied, or conditioned"Landlord's Work"); provided, however, that the Landlord is not required shall have no responsibility for the installation or connection of Tenant's computer, telephone, other communication equipment, systems or wiring. To the extent that Tenant requests any additional items of work beyond those items described in Exhibit B and Exhibit B-1, Tenant shall be responsible for all costs associated therewith (such costs being hereinafter referred to breach as "Tenant Plan Excess Costs"). (A) Subject to delays due to governmental regulation, unusual scarcity of or inability to obtain labor or materials, labor difficulties, casualty or other causes reasonably beyond Landlord's control or attributable to Tenant's action or inaction (collectively "Landlord's Force Majeure") Landlord shall use reasonable speed and diligence in the terms performance of Landlord's Work, but Tenant shall have no claim against Landlord for failure so to complete construction of Landlord's Work in the Premises, except for the right to terminate this Lease, without further liability to either party, in accordance with the provisions hereinafter specified in Section 3.2. The Premises shall be treated as having been substantially completed and be deemed ready for Tenant's occupancy on the later of: (a) The date on which Tenant has been notified in writing that Landlord's Work, together with common facilities for access and services to the Premises, has been completed (or would have been completed except for Tenant Delay) except for items of work and adjustment of equipment and fixtures which can be completed after occupancy has been taken without causing substantial interference with Tenant's use of the corresponding construction contractPremises (i.e. so-called "punch list" items) and immaterial items of work for which there is a long lead time in obtaining the materials therefor or which are specially or specifically manufactured, produced or milled for the work in or to the Premises and require additional time for receipt or installation ("long lead" items), or (b) The date when Tenant has been notified in writing that permission has been obtained from the applicable governmental authority, to the extent required by law, for occupancy by Tenant of the Premises for the Permitted Use. Landlord shall complete as soon as conditions practically permit all punch list and long-lead items, and Tenant shall cooperate reasonably with Landlord in connection providing access as may be required to complete such punch list and long-lead items in a normal manner. Landlord shall permit Tenant access for installing Tenant's trade fixtures and installing or connecting Tenant's computer, telephone, other communication equipment, systems or wiring in portions of the Premises prior to substantial completion when it can be done without material interference with remaining work or with the completion maintenance of harmonious labor relations. In the event of any dispute as to the date on which Landlord's Work has been completed as described in subsection 3.1(B)(a) above, the reasonable determination of Landlord's architect as to such punch-list workdate shall be deemed conclusive and binding on both Landlord and Tenant. Tenant agrees that no delay by it, or anyone employed by it, in performing work to prepare the Premises for occupancy (including, without limitation, the failure to timely pay Tenant Plan Excess Costs under Section 3.4 below and the work in installing Tenant's trade fixtures) (collectively a "Tenant Delay") shall delay commencement of the Original Term or the obligation to pay rent, regardless of the reason for such delay or whether or not it is within the control of Tenant or any such employee, and Landlord's Work shall be deemed completed as of the date when the same would have been substantially completed except for Tenant Delay, as determined by Landlord in the reasonable exercise of its good faith business judgment. Nothing contained in this paragraph shall limit or qualify or prejudice any other covenants, agreements, terms, provisions and conditions contained in this Lease.

Substantial Completion. Upon Substantial Completion of the Landlord Work, Landlord shall deliver the Premises and "Base Building", as that term is defined below, to Tenant, and Tenant shall accept the Premises and Base Building from Landlord in their then existing "as-is" condition, subject to the terms and condition contained in the Lease and Landlord's Construction Warranty (defined below). The "Base Building" shall consist of those portions of the Premises which were in existence prior to the construction of the Tenant Improvements in the Premises (including the Landlord Work). Landlord's contractor shall be designated and retained by Landlord to construct the Landlord Work. For purposes of the this Lease, “"Substantial Completion" of the Lease Improvements and Tenant Improvements Landlord Work in the Premises shall occur upon: (a) upon the completion of construction of all of the Lease Improvements and Tenant Improvements Landlord Work in the Premises, Premises in accordance with the Base Building Specifications and all applicable Legal Requirements and Private Restrictions in effect as of the date of Substantial Completion (as the same shall be certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered Landlord's architect to Landlord and Tenant)) and Landlord’s receipt of all required sign-offs directly related to the Landlord Work by applicable governmental authorities with jurisdiction over the Project, with the exception of any punch-list items (together with agreement for Punch List Items that do not materially impair Tenant from commencing construction of the timing of completion of such punch-list items) Tenant Improvements, the Tenant Improvements and any Tenant tenant fixtures, workstationswork-stations, built-in furniture, furniture or equipment to be installed by Tenant or under Tenant. Notwithstanding the supervision foregoing, in the event that a sign-off by a governmental authority cannot be obtained as a result of Tenant's particular use of the ContractorsPremises or any additional work to be performed by or on behalf of Tenant outside of the scope of the Landlord Work (including, all without limitation, the installation of any of the Tenant Improvements and/or Tenant's trade fixtures or equipment), then the receipt of such sign-offs by the applicable governmental authority shall not be required for Substantial Completion of the Landlord Work to occur (and only the certification by Landlord's architect shall be required). In the event of any dispute between Landlord and Tenant as verified to whether Substantial Completion of the Landlord Work has occurred, the sign-off and approval of the Landlord Work by Tenant Rep which verification the municipal building inspector shall occur as soon be conclusive. Within ten (10) business days after Substantial Completion of the Landlord Work (as reasonably practicable in determined by Landlord), Tenant and Landlord shall jointly conduct a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-Premises and shall jointly prepare a punch list and completion ("Punch List") of Tenant’s walk-through; items needing additional work (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned"Punch List Items"); provided, however, the Punch List shall be limited to items which are required by the Base Building Specifications and any other changes mutually agreed to in writing by the parties. Landlord agrees to repair the Punch List Items promptly following the joint walk through but, in no event, later than thirty (30) days thereafter; provided, however, if any item on the Punch List cannot reasonably be corrected or remedied within such 30-day period, then Landlord shall have such additional time as shall be reasonably necessary to correct or remedy such item; provided, further, that Landlord is not required to breach the terms of the corresponding construction contractPunch List shall have no effect on Substantial Completion. If Landlord and Tenant are unable to conduct such walk-through within such ten (10) business day period due to scheduling conflicts, then the parties shall cooperate conduct the walk-through as soon as reasonably practical; provided, however, in connection with no event shall the completion date of Substantial Completion and/or the Commencement Date be impacted to accommodate such punchwalk-list workthrough.

Substantial Completion. For purposes of As used herein, the Leaseterm “Substantially Complete”, “Substantially Completed” or “Substantial Completion" ” shall mean the later to occur of (i) the Lease Improvements and Tenant Improvements shall occur upon: (a) substantial completion of construction of the Lease Improvements Landlord’s Work and Tenant Improvements in the PremisesTenant’s Work, as certified in writing by the Architect with written approval Landlord’s architect, pursuant to and evidenced by the Tenant Rep (with such certification a fully executed AIA G704 form signed by L▇▇▇▇▇▇▇’s General Contractor and approval delivered to Landlord and Tenant)Landlord’s architect, with the exception of any punch-list items Punch List Items (together with agreement as defined below), and (ii) the issuance by the City of Somerville of a temporary or permanent certificate of occupancy or receipt of final approvals or signoffs for the timing Building and the Premises required for Tenant to lawfully operate in all of completion the Premises for the Permitted Uses. Landlord shall, until obtained, diligently pursue a permanent or final certificate of occupancy for the Premises if it shall not have received a certificate of occupancy by the date on which Landlord’s Work and Tenant’s Work are otherwise Substantially Complete. Notwithstanding the above, Landlord shall not be entitled to claim an extension of the date to Substantially Complete Landlord’s Work or Tenant’s Work (as applicable) due to delays caused by either Force Majeure or Tenant Delay unless Landlord shall have provided written notice to Tenant of the occurrence of such punch-list itemsparticular delay within seven (7) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision days of the Contractors, all as verified by date on which Landlord is aware of such particular delay. Landlord shall notify Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following writing when Landlord in good faith believes that T▇▇▇▇▇’s receipt Work is Substantially Complete. Within three (3) Business Days after the giving of written such notice from Landlord that to T▇▇▇▇▇, Landlord, L▇▇▇▇▇▇▇’s architect, T▇▇▇▇▇ and T▇▇▇▇▇’s architect shall jointly inspect the Premises are ready for a final walk-through in order to confirm completion and develop the content list of the punch-punch list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenantitems that can be completed without unreasonable interference with T▇▇▇▇▇’s use and occupancy as evidenced by a final certificate of the Premises for the permanent occupancy thereof or a temporary certificate regular conduct of occupancy business (without conditions other than conditions relating to matters “Punch List Items”), provided that are set forth in the event of any dispute between Landlord and Tenant regarding whether or not Tenant’s Work is Substantially Complete, or if Tenant or Tenant’s architect shall fail to attend such inspection, the determination of Landlord’s architect, acting reasonably, as to whether Tenant’s Work is Substantially Complete, and any list of punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt list items developed by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after and/or L▇▇▇▇▇▇▇ receives the Prepaid Rent▇’s architect, shall be final and binding on Landlord and T▇▇▇▇▇. Landlord agreesshall promptly complete all Punch List Items, notwithstanding Tenantat Landlord’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the sole cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, whenexpense, and shall use reasonable efforts to complete all Punch List Items within thirty (30) days after the extent the work corresponding thereto is completed to the approval date of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workSubstantial Completion.

Substantial Completion. For purposes The Project shall be deemed "Substantially Completed" (sometimes herein "Substantially Completed" or "Substantial Completion") when all of the Lease, “Substantial Completion" of the Lease Improvements following conditions and Tenant Improvements shall occur upon: requirements have been met: (a) completion of Landlord shall have substantially completed construction of the Lease Improvements Building Shell and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep Improvement Work (or, if applicable, a portion thereof) and shall have provided to Tenant the Building Architect's certificate (and with such certification respect to the Tenant Improvement Work the certificate of Tenant's interior space designer) that the Building Shell and approval delivered the Tenant Improvement Work are sufficiently complete in accordance with the Building Shell Description, the Building Plans and/or the Tenant Improvement Plans so that the Project can be utilized by Tenant for its intended purpose [except for items of minor "punch list" work, the completion of which will not materially affect the use of the Project for its intended purpose(s)]. At least ten (10) business days prior to substantial completion of any portion or portions of the Project, Landlord shall advise Tenant, the Building Architect and Tenant)'s interior space designer of the fact that same is sufficiently complete to allow the inspection thereof for purposes of completing the punch list. Promptly thereafter, with Tenant, Landlord, the exception Building Architect and Tenant's interior space designer shall jointly complete an inspection of any punch-list items the Project (together with agreement for the timing of completion of such punch-list itemsor applicable portions thereof) and any Tenant fixtures, workstations, built-in furniture, or equipment shall complete a written listing (punch list) of items to be installed finished or completed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep Landlord [which verification shall occur Landlord agrees to complete as soon as reasonably practicable in a commercially reasonable manner possible following T▇▇▇▇▇’s receipt the completion of written notice from Landlord said punch-list but not later than thirty (30) days following the Commencement Date] [provided, however, that the Premises are ready for a final walk-through if in order to confirm completion complete a punch list item a long lead time type item is reasonably required (such as special order wall covering) and the content said punch list item cannot be reasonably completed within such time period without said long lead time item [(and Landlord has advised Tenant of said fact, in writing, within ten (10) business days of receipt of the punch-list and completion of Tenant’s walkplaced any necessary order within said ten (10) day period], then the time within which that specific punch-through; list item is to be completed shall be extended day for day for the period between the date such long lead time type item was ordered and the date such item is received (and Landlord and the contractors shall use all reasonable efforts to obtain any long lead time items at the earliest reasonably practicable date)]; (b) Landlord’s assignment of warranties Landlord shall have delivered or caused to be delivered all parking and guaranties described access areas in Section 3.2 of this Work Letter the Lot 1B RUA and delivery of same to Tenant; in the other Common Property (including the Lots 1A and 1C Restricted Use Areas) Substantially Completed; (c) issuance of an occupancy permit(s) by cognizant governmental authorities which permits legal occupancy of the entire Project or all material portions thereof [and in this regard both Landlord and Tenant have received shall timely take all appropriate permits, certification and approvals from all governmental steps reasonably required of them by said authorities regarding completion of the Lease Improvements and Tenant Improvements prerequisite to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate issuance of occupancy (without conditions other than conditions relating to matters that are set forth in the punch listsaid permit(s); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, whenif any, and failure of either to the extent the work corresponding thereto is completed to the approval of do so shall be deemed a (Landlord) delay and/or a Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheldDelay, delayed, denied, or conditioned)as applicable; provided, however, to the extent that Landlord is not required to breach any such authority requests that Tenant take any step which, under the terms of this Lease, is the corresponding construction contract. Landlord and Tenant responsibility of Landlord, such request shall cooperate reasonably in connection with the completion be deemed a request of such punch-list workLandlord].

Substantial Completion. For purposes of the Lease, “Substantial Completion" of the Lease Improvements and 9.1. The Tenant Improvements shall occur upon: be deemed substantially completed (a"Substantial Completion or "Substantially Completed") completion when a certificate of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, occupancy or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy has been issued for the Premises (without conditions other than conditions relating punchlist items excepted). 9.2. Landlord shall use reasonable efforts to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under cause the Tenant Improvements Construction Contract that is conditioned only upon payment to be Substantially Completed no later than one hundred (120) days after the later of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees execution date of this Lease or Tenant's delivery of the Final Plans (the "Delivery Date"). The period of time for Landlord to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives Substantially Complete the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment Tenant Improvements shall be extended for additional periods of Prepaid Rent, to withhold from Contractor, a sum time equal to the cost time lost by Landlord or Landlord's contractors, subcontractors or suppliers due to strikes; Tenant Delay (as defined below); governmental restrictions and limitations; unavailability or delays in obtaining fuel, labor or materials; war or other national emergency; accidents; floods; defective materials; fire damage or other casualties; adverse weather conditions; the inability to obtain building or use and occupancy permits; or any cause similar or dissimilar to the foregoing which is beyond the reasonable control of Landlord or Landlord's contractors, subcontractors or suppliers. 9.3. In the event that Landlord has not delivered the Premises to Tenant in accordance with this Workletter on or before the Delivery Date (as the same may be extended pursuant to Section 9.2), then Rent shall be abated on the basis of one day of Rent (Base Rent and Additional Rent) for every day that Landlord has not delivered the Premises after the Delivery Date. In the event that the Tenant Improvements are not Substantially Completed by the date which is ninety (90) days following the Delivery Date (as the same may extended pursuant to Section 9.2), Tenant shall have the right to terminate this Lease. Tenant shall exercise such right, if at all, by giving Landlord written notice at any time within the ten (10) day period immediately following the expiration of such ninety (90) day period. Upon the giving of such notice, this Lease shall terminate and be deemed null and void, and neither party shall have any further rights or obligations hereunder. Landlord shall have no liability to Tenant with respect to a holdover penalty to Tenant's landlord under its current lease, or any other consequential damages with respect to the delivery of the work Premises to Tenant. 9.4. The term Tenant Delay as used in this Workletter means any: 9.4.1. delays caused by the failure of the Proposed or Final Plans to be complete and materials approved by all applicable governmental agencies and departments by the dates set forth on herein where such failure results from the foregoing punch-list and acts or omissions of Tenant or Tenant's representatives including any delays resulting from the redesign of part or all of the Final Plans after approval by Landlord for any reason; 9.4.2. delays caused by Tenant's failure to pay such sum to Contractor only ascomply with the specific time periods established in this Workletter; 9.4.3. delays, whennot caused by Landlord, in furnishing materials or procuring labor required for installations or work in the Premises which are not customarily provided by Landlord for office tenants in the Building, provided that Tenant shall be notified of Landlord's good faith estimate of the anticipated delay promptly after discovery thereof by Landlord, and shall be given an opportunity to specify alternative materials or requirements customarily provided by Landlord for office tenants;; 9.4.4. delays resulting from a Change Order (not to exceed the amount of time agreed to pursuant to the extent Change Order for the extension of the Delivery Date); 9.4.5. delays, not caused by Landlord, in furnishing materials or procuring labor for completion of the Tenant Improvements; or 9.4.6. delays caused by the performance of any work corresponding thereto is completed or activity in the Premises by Tenant or any of its employees, agents or contractors. 9.5. In the event of any Tenant Delay, Tenant acknowledges that the Commencement Date of the Lease Term may occur before the Premises can be occupied by Tenant, and that, as a result, Tenant may not have occupancy of the Premises for a full five months prior to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workRent Commencement Date.

Substantial Completion. For purposes Landlord shall notify Tenant of the Lease, “Substantial Completion" anticipated date of the Lease Improvements and Tenant Improvements shall occur upon: (a) substantial completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep Landlord's Construction (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items"Substantial Completion Date") and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; given at least five (b5) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements business days prior to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contractSubstantial Completion Date stated therein. Landlord and Tenant shall cooperate reasonably in connection with thereupon set a mutually convenient time for Tenant, Landlord and Landlord's General Contractor to inspect the completion of such Additional Premises and Landlord's Construction, at which time the parties shall agree upon punch-list work.items as defined below. "Substantial Completion" as used in this Schedule shall be deemed to occur when (a) Landlord's Construction has been substantially completed pursuant to the Construction Drawings, and certified to the parties by Landlord's architect; subject to decoration and minor mechanical or other punch-list items or adjustments that do not materially interfere with Tenant's use of the Additional Premises ("Punch-List Items"), and (b) a final inspection approval or other required written approval of governmental authority shall have been issued permitting Tenant to occupy the Additional Premises. Upon completion of the inspection, if the conditions of this paragraph have been met, Tenant shall acknowledge in writing that substantial completion of Landlord's Construction has occurred, and that the Additional Premises are accepted in their "as is" condition, subject to any Punch-List Items to be completed. Landlord shall diligently complete the Punch-List Items within a reasonable time after Tenant commences occupancy of the Additional Premises, and upon completion of the Punch List Items, "Final Completion" shall be deemed to have occurred. In the event Tenant shall fail to confer with Landlord and complete the above procedures in this paragraph with respect to the substantial completion of Landlord's Construction within five (5) business days after Landlord's notice setting forth the Substantial Completion Date, (x) Tenant shall have no right to enter the Additional Premises for the purposes of conducting its business therefrom until Tenant meets with Landlord in the Additional Premises to inspect the Additional Premises and Landlord's Construction, (y) Landlord's Construction shall be deemed completed and satisfactory in all respects and the Substantial Completion Date, if it has not then yet occurred, shall be deemed to have occurred on the date set forth in Landlord's notice as the Substantial Completion Date. If Landlord and Tenant do not agree that substantial completion of Landlord's Construction has occurred, or they do not agree as to the contents of the Punch-List Items, if any, Tenant shall specify in writing within one business day after the above described inspection, all of the manners in which substantial completion is claimed not to have occurred or in which the parties disagree as to Punch-List Items to be completed. Either party may thereafter submit any such dispute or

Substantial Completion. For purposes (A) Tenant shall accept the Premises in their AS-IS condition without any obligation on the Landlord's part to perform any additions, alterations, improvements, demolition or other work therein or pertaining thereto. Tenant, at its sole cost and expense, shall perform all work necessary to prepare the Premises for Tenant's occupancy in accordance with plans and specifications prepared by an architect, licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord, such plans and specifications to be subject to the reasonable approval of the LeaseLandlord. Tenant shall submit to Landlord a detailed floor plan layout together with working drawings (the "Tenant's Submission") for work to be performed by Tenant to prepare the Premises for Tenant's occupancy. Such floor plan layout and working drawings (the "Plans") shall contain at least the information required by, “Substantial Completion" and shall conform to the requirements of, Exhibit B. Provided that the Plans contain at least the information required by, and conform to the requirements of, said Exhibit B, Landlord's approval of the Lease Improvements Plans shall not be unreasonably withheld or delayed; however, Landlord's determination of matters relating to aesthetic issues relating to alterations or changes which are visible outside the Premises shall be in Landlord's sole discretion. If Landlord disapproves of any Plans, then Tenant shall promptly have the Plans revised by its architect to incorporate all objections and conditions presented by Landlord and shall resubmit such plans to Landlord no later than five (5) days after Landlord has submitted to Tenant Improvements its objections and conditions. Such process shall occur upon: (a) completion of construction of be followed until the Lease Improvements and Tenant Improvements in the Premises, as certified in writing Plans shall have been approved by the Architect Landlord without objection or condition. Once the Plans have been approved by Landlord, Tenant, at its sole cost and expense, shall promptly, and with written approval by all due diligence, perform the Tenant Rep (with such certification and approval delivered work necessary to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that prepare the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and 's occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list Plans, and, in connection therewith, the Tenant shall obtain all necessary governmental permits and approvals for such work. All of such work shall be performed strictly in accordance with the Plans and in accordance with applicable Legal Requirements (as defined in Section 3.3 hereof) and Insurance Requirements (as defined in Section 3.3 hereof). Tenant shall have such work performed by contractors, reasonably approved by Landlord, which contractors shall provide to pay Landlord such sum insurance as the Landlord may reasonably require. Landlord shall have the right to Contractor only as, when, provide such rules and regulations relative to the extent performance of such work and any other work which the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord may perform under this Lease and Tenant shall cooperate reasonably abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide. It shall be Tenant's obligation to obtain a certificate of occupancy or other like governmental approval for the use and occupancy of the Premises, and Tenant shall not open for business in connection the Premises until and unless it has obtained such approval and has submitted to Landlord a copy of the same together with waivers of lien from all of Tenant's contractors in form adequate for recording purposes. Tenant shall also prepare and submit to Landlord promptly after the completion Tenant's work is substantially complete a set of such punchas-list workbuilt plans showing the work performed by Tenant to the Premises.

Substantial Completion. For purposes In consultation with the Designer, the CM shall determine when the Project and the Contractor’s Work is substantially complete. In consultation with the Designer, the CM shall, prior to issuing a Certificate of the Lease, “Substantial Completion" , prepare a list of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord work that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements does not conform to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid RentDocuments. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal This list shall be attached to the cost Certificate of Substantial Completion. THE DATE OF SUBSTANTIAL COMPLETION OF THE WORK OR DESIGNATED PORTION THEREOF IS THE DATE CERTIFIED BY THE DESIGNER WHEN THE WORK OR A DESIGNATED PORTION THEREOF IS SUFFICIENTLY COMPLETE, IN ACCORDANCE WITH THE CONTRACT DOCUMENTS, SO THE OWNER CAN FULLY OCCUPY AND UTILIZE THE WORK OR DESIGNATED PORTION THEREOF FOR THE USE FOR WHICH IT IS INTENDED, WITH ALL OF THE PROJECT'S PARTS AND SYSTEMS OPERABLE AS REQUIRED BY THE CONTRACT DOCUMENTS, INCLUDING A PRELIMINARY TEST AND BALANCE REPORT. THE CM ACKNOWLEDGES AND AGREES THAT INTERCOM, TELEPHONE, DATA INCLUDING AN ACCEPTANCE LETTER FROM THE OWNER’S TECHNOLOGY REPRESENTATIVE, SECURITY, BUILDING AUTOMATION SYSTEM INCLUDING FUNCTIONAL GRAPHICS AT THE SITE, MATV, AND OTHER EDUCATIONAL OPERATIONAL SYSTEMS ARE REQUIRED FOR THE OWNER’S USE OF THE BUILDING FOR ITS INTENDED PURPOSE. THE CM SHALL PROVIDE OPERATION & MAINTENANCE MANUALS PER CONTRACT DOCUMENTS TO THE OWNER WITHIN TWO WEEKS OF SUBSTANTIAL COMPLETION AND SHALL PROVIDE OPERATION TRAINING AT LEAST ONE WEEK PRIOR TO STUDENT OCCUPANCY OF THE SCHOOL. THE NOT ALTER THE CM’S RESPONSIBILITIES PURSUANT TO THIS PARAGRAPH. ONLY INCIDENTAL CORRECTIVE WORK AND ANY FINAL CLEANING BEYOND THAT NEEDED FOR THE OWNER'S FULL USE MAY REMAIN FOR FINAL COMPLETION. THE ISSUANCE OF A TEMPORARY OR FINAL CERTIFICATE OF OCCUPANCY SHALL NOT, IN ITSELF, CONSTITUTE SUBSTANTIAL COMPLETION. WHEN THE CM CONSIDERS THAT THE WORK, OR A DESIGNATED PORTION THEREOF WHICH IS ACCEPTABLE TO THE OWNER, IS SUBSTANTIALLY COMPLETE AS DEFINED ABOVE, THE CM SHALL PREPARE FOR AND SUBMIT TO THE DESIGNER AND OWNER A LIST OF ALL ITEMS WHICH IN THE CM’S OPINION ARE TO BE COMPLETED OR CORRECTED AND SHALL ATTACH IT TO A REQUEST IN WRITING THAT THE DESIGNER PERFORM A SUBSTANTIAL COMPLETION INSPECTION. THE OWNER'S OCCUPANCY OF INCOMPLETE WORK SHALL NOT ALTER THE CONTRACTOR'S RESPONSIBILITIES. THE DESIGNER SHALL REVIEW THE CM'S LIST AND SHALL COMPILE A PUNCH LIST OF ITEMS TO BE CORRECTED AND COMPLETED. THE FAILURE TO INCLUDE ANY ITEMS ON SUCH LIST DOES NOT ALTER THE RESPONSIBILITY OF THE CM TO COMPLETE ALL WORK IN ACCORDANCE WITH THE CONTRACT DOCUMENTS. WHEN THE DESIGNER AND CM ON THE BASIS OF AN INSPECTION JOINTLY DETERMINE THAT THE WORK OR DESIGNATED PORTION THEREOF IS SUBSTANTIALLY COMPLETE, THE DESIGNER WILL THEN PREPARE A CERTIFICATE OF SUBSTANTIAL COMPLETION WHICH SHALL ESTABLISH THE DATE OF SUBSTANTIAL COMPLETION, SHALL STATE THE RESPONSIBILITIES OF THE OWNER AND THE CM FOR SECURITY, MAINTENANCE, HEAT, UTILITIES, DAMAGE TO THE WORK, AND INSURANCE, AND SHALL SIGNIFY THE BEGINNING OF THE TIME WITHIN WHICH THE CM SHALL COMPLETE THE ITEMS LISTED THEREIN. WARRANTIES REQUIRED BY THE CONTRACT DOCUMENTS SHALL COMMENCE ON THE DATE OF SUBSTANTIAL COMPLETION OF THE WORK OR DESIGNATED PORTION THEREOF, UNLESS OTHERWISE PROVIDED IN THE CERTIFICATE OF SUBSTANTIAL COMPLETION. THE CERTIFICATE OF SUBSTANTIAL COMPLETION SHALL BE SUBMITTED TO THE OWNER AND THE CM FOR THEIR WRITTEN ACCEPTANCE OF THE RESPONSIBILITIES ASSIGNED TO THEM IN SUCH CERTIFICATE. UPON SUBSTANTIAL COMPLETION OF THE WORK OR DESIGNATED PORTION THEREOF AND UPON APPLICATION BY THE CM AND CERTIFICATION BY THE DESIGNER, THE OWNER SHALL MAKE PAYMENT, EXCEPT RETAINAGE HELD PURSUANT TO THE CONTRACT DOCUMENTS AND STATE LAW, FOR SUCH WORK OR PORTION THEREOF AS PROVIDED IN THE CONTRACT DOCUMENTS. THE ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF ALL CLAIMS BY THE CM AND ITS CONTRACTORS, EXCEPT THOSE PREVIOUSLY MADE IN WRITING AND IDENTIFIED BY THE CM AS UNSETTLED AT THE TIME THE CM SUBMITS THE APPLICATION FOR PAYMENT FOR SUBSTANTIAL COMPLETION, AND EXCEPT FOR THE RETAINAGE SUMS DUE AT FINAL ACCEPTANCE. THE CM SHALL INDEMNIFY AND HOLD THE OWNER HARMLESS AGAINST ANY CLAIMS BY the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only asCONTRACTORS THAT ARE WAIVED BECAUSE THEY WERE NOT MADE IN WRITING AND IDENTIFIED BY THE CM AS UNSETTLED WHEN THE CM SUBMITTED THE APPLICATION FOR PAYMENT FOR SUBSTANTIAL COMPLETION. THE OWNER SHALL HAVE THE OPTION TO CORRECT OR COMPLETE ANY AND ALL PUNCH LIST ITEMS NOT COMPLETED BY THE CM TO THE SATISFACTION OF THE DESIGNER AND THE OWNER WITHIN THE TIME SPECIFIED FOR FINAL COMPLETION BY UTILIZING ITS OWN FORCES OR BY HIRING OTHERS. THE COST OF SUCH CORRECTION OF REMAINING PUNCH LIST ITEMS BY THE OWNER OR OTHERS SHALL BE DEDUCTED FROM THE FINAL PAYMENT TO THE CM. IF CM DOES NOT COMPLETE CERTAIN PUNCH LIST ITEMS WITHIN THE REQUIRED TIME PERIOD, whenALL WARRANTIES AND GUARANTEES FOR SUCH INCOMPLETE PUNCH LIST ITEMS SHALL BECOME EFFECTIVE UPON ISSUANCE OF FINAL PAYMENT FOR THE PROJECT. THE ISSUANCE OF THE CERTIFICATE OF SUBSTANTIAL COMPLETION DOES NOT INDICATE FINAL ACCEPTANCE OF THE PROJECT BY THE OWNER, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheldAND THE CM IS NOT RELIEVED OF ANY RESPONSIBILITY FOR THE PROJECT EXCEPT AS SPECIFICALLY STATED IN THE CERTIFICATE OF SUBSTANTIAL COMPLETION. SHOULD THE DESIGNER AND THE OWNER DETERMINE THAT THE WORK OR A DESIGNATED PORTION THEREOF IS NOT SUBSTANTIALLY COMPLETE, delayedTHEY SHALL PROVIDE THE CM WITH WRITTEN NOTICE STATING WHY THE PROJECT OR DESIGNATED PORTION IS NOT SUBSTANTIALLY COMPLETE. THE CM SHALL EXPEDITIOUSLY COMPLETE THE WORK AND SHALL RE- REQUEST IN WRITING THAT THE DESIGNER PERFORM ANOTHER SUBSTANTIAL COMPLETION INSPECTION. COSTS, deniedIF ANY, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list work.ASSOCIATED WITH SUCH REINSPECTION SHALL BE ASSESSED TO THE CM AT THE

Substantial Completion. For purposes As used herein the term SUBSTANTIALLY COMPLETE or SUBSTANTIALLY COMPLETED means that, in the opinion of Seller's architect, each of the Leasefollowing shall have occurred: (i) the Improvements have been completed substantially in accordance with the Plans, “Substantial Completion" subject only to the completion of punch- list items, none of which may materially affect Purchaser's intended use and enjoyment of the Lease Improvements or the Land and Tenant Improvements shall occur upon: all of which will be completed within thirty (a30) completion of construction days after the date of the Lease Improvements and Tenant Improvements in the Premiseswalk-through inspection, as certified provided below, and (ii) the Improvements have been completed as necessary for the applicable governmental authority to issue a certificate of occupancy for the Improvements allowing Purchaser to occupy the Improvements, and (iii) all utilities required for Purchaser's operations of the Improvements are in writing place and operational to the Improvements, including gas, electricity, water, sanitary sewer, and telephone. Seller will notify Purchaser of the date that Seller's architect expects the Improvements to be substantially complete, such notice not to be dated more than forty-five (45) or less than thirty (30) days prior to the date that is set forth in such notice for the Improvements to be substantially complete. Upon receipt of notification from Seller's architect that the Improvements are substantially complete, Purchaser shall verbally notify Seller of the date Purchaser intends to make its walk-through inspection of the Improvements to determine punch-list items, such date to be within five (5) days after Purchaser's receipt of such notice. Seller's architect will accompany Purchaser on the walk-through inspection so as to mutually determine the punch-list of items to be completed or repaired by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception Seller. Satisfaction of any punch-list items (together with agreement for or Purchaser's failure to conduct a walk-through inspection will not delay the timing Closing. At Closing, 150% of completion the amount which, in the reasonable opinion of Seller's architect, is necessary to complete the punch-list of items remaining to be completed as determined pursuant to this subparagraph will be held back from the funds delivered to Seller and held in escrow by the Title Company. This amount will be delivered to Seller at such time as the punch-list items have been completed. Seller will inform Purchaser of the amount determined by Seller's architect necessary to complete the punch-list items) , and any Tenant fixturesPurchaser may reasonably object to same. Nonetheless, workstations, built-in furniture, or equipment to Seller will be installed by Tenant or under responsible for paying the supervision entire cost of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of completing the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permitsitems, certification and approvals from all governmental authorities regarding completion of even if such costs exceed the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list work150% holdback.

Substantial Completion. For purposes of the Lease, The Tenant Improvements shall be deemed “Substantially Complete” (and “Substantial Completion" of ” shall be deemed to have occurred) upon the Lease Improvements and Tenant Improvements shall occur upon: date upon which (ai) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by Premises has been substantially completed pursuant to the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant)Construction Documents, with the exception of any punch-minor punch list items (together with agreement for the timing of completion of such punch-which punch list itemsitems shall be approved by Tenant) and any Tenant fixtures, workstationswork-stations, built-in furniture, or equipment to be installed by Tenant Tenant, (ii) a temporary or under permanent certificate of occupancy or other equivalent approval from the supervision local governmental authority has been issued permitting occupancy of the ContractorsPremises (such as sign off on the building inspection cards or a “safe to occupy” approval) for the Permitted Use (excluding any Tenant-required validation of Tenant’s facilities), (iii) Tenant has access to the Premises from the parking facilities and has access and use of the parking facilities, and (iv) all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that building systems serving the Premises are ready for complete and Landlord is providing service to the Premises in accordance with the Lease. If there shall be a final walk-through delay in order to confirm completion and the content Substantial Completion of the punch-list and completion of Tenant Improvements as a result of: (a) Tenant’s walk-through; request for materials, finishes or installations other than those readily available; (b) LandlordTenant’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same request to Tenant; deviate from the Finish Options; (c) Landlord and Tenant’s changes in the Construction Documents after approval by Tenant; (d) Tenant’s failure to timely perform any obligation or provide any approval required of Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion hereunder; (e) Tenant’s failure to timely pay any Excess Costs; or (f) any negligent or willful act or omission of Tenant or any Tenant Party; (each of the foregoing, a “Tenant Delay”), then the Commencement Date of the Term of this Lease Improvements and shall be the date that the Tenant Improvements to would have been Substantially Complete but for such Tenant Delay, as reasonably determined by Landlord. The Tenant Improvements shall be deemed Substantially Complete notwithstanding the extent such permits and approvals are required for fact that minor details of construction, mechanical adjustments or decorations that do not materially interfere with Tenant’s use and occupancy enjoyment of the Premises remain to be performed (items normally referred to as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the “punch list” items); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list work.

Substantial Completion. For purposes of the Lease, “(i) Upon Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception Completion of any punch-list items (Material Alteration, Tenant shall provide written notice thereof to Landlord, together with agreement supporting documentation therefor. Landlord shall endeavor to advise Tenant whether or not, in Landlord's reasonable discretion, the conditions for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furnitureSubstantial Completion have been satisfied, or equipment whether Tenant has failed to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice submit adequate and sufficient evidence to permit Landlord to issue its determination within fifteen (15) Business Days from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives 's receipt of Tenant's notice. If in reasonable discretion of Landlord the Prepaid Rentconditions for Substantial Completion have not been satisfied, Landlord shall also endeavor to advise Tenant of the reasons for Landlord's determination within such fifteen (15) Business Day period. Any dispute as to whether Substantial Completion of any Material Alteration has occurred shall be resolved pursuant to Article 34. The failure by Landlord agreesto advise Tenant in writing as to whether the conditions for Substantial Completion have been satisfied and, notwithstanding Tenant’s payment of Prepaid Rentif not, to withhold from Contractoridentify the conditions that have not been satisfied, within such fifteen (15) Business Day period shall be deemed to constitute an acknowledgement by Landlord that the Material Alteration has been Substantially Completed. (ii) Upon Substantial Completion of any Material Alteration, Tenant shall deliver the following to Landlord: (i) a sum equal certification of the Architect (certified to Landlord), in a form that is customary and consistent with industry standards taking into account the cost scope and the nature of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, howeverperformed, that Landlord is not required the Construction Work in question has been Substantially Completed in accordance with the Approved Plans and Specifications therefor and that the Improvements constructed pursuant to breach such Construction Work comply with the terms Building Code of New York City and all other Requirements; and (ii) a copy of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with temporary Certificate of Completion or Certificate of Occupancy for the completion of such punch-list workentire Premises (or the relevant portion thereof).

Substantial Completion. For purposes of the LeaseAs used herein, “Substantial Completion" ” shall mean (and Floor 32 shall be deemed “Substantially Complete”) when (i) the City of Seattle has given final approval in writing that all Floor 32 TI Work under the construction permit has been completed, (ii) installation of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements Floor 32 TI Work has occurred in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), accordance with the exception of any Working Drawings, subject only to punch-list items described below, and (together with agreement for iii) basic services as required under the timing Lease are available to Floor 32. Notwithstanding the foregoing, Substantial Completion shall be deemed to have occurred on the date on which Tenant takes occupancy of completion Floor 32 and commences to do business therein. Substantial Completion shall be deemed to have occurred even if a “punch-list” or similar corrective work remains to be completed. Immediately before Tenant occupies any portion of such Floor 32, Landlord shall walk the portion of Floor 32 and create a punch-list of incomplete and defective items) , and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in provide a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content copy of the punch-list to Tenant. Within thirty (30) days after Tenant commences occupancy of Floor 32, Landlord, Tenant, and completion of the Tenant’s walkArchitect shall prepare a “punch-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion list” which shall consist of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof items that have not been, but should have been, finished or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt furnished by Tenant of a conditional lien waiver from prior to such date. Tenant shall proceed diligently to complete, or cause the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees TI Contractor to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agreescomplete, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing all punch-list items. Tenant shall require reasonable retainage in the TI Construction Contract and to pay such sum to Contractor only as, when, and shall not release all of the retainage to the extent the work corresponding thereto is completed to the approval of TI Contractor until such time as Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such believes all punch-list workitems have been completed. Release of any retainage shall not release or relieve Tenant of the obligation to cause all punch-list items to be completed and Floor 32 to be in the condition as required under this Lease.

Substantial Completion. For purposes of When the Lease, “Construction Manager considers that the Work has reached Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered it will submit a request to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready AWC's Project Manager for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other Substantial Completion. Substantial Completion must occur not later than conditions relating to matters that are the date set forth in the punch list); (d) evidence applicable GMP Amendment, subject to modification by changes in the Contract Time according to Article 6 below. A prerequisite for Substantial Completion, over and above the extent of construction completion required, is receipt by AWC of acceptable documentation that the costs Construction Manager has successfully tested and demonstrated all systems for their intended uses. In consultation with the Project Designers, AWC will determine when the Project and the Construction Manager's Work is substantially complete. The Substantial Completion date will be confirmed by a Certificate of Substantial Completion signed by AWC and the Leasehold Improvements have been paid; Construction Manager. The Certificate of Substantial Completion will state the respective responsibilities of AWC and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees Manager for security, maintenance, and damage to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials insurance. The Certificate of Substantial Completion will also include the Punch List as created by the Construction Manager and modified by the Project Designers in consultation with AWC and establish the time for completion and correction of all Punch List items. The Construction Manager will proceed promptly to complete and correct Punch List items. Failure to include an item on the Punch List does not alter the responsibility of the Construction Manager to complete all Work in accordance with the Contract Documents. If AWC and the Construction Manager cannot agree as to the appropriate Substantial Completion date, such issue will be submitted for dispute resolution in accordance with the procedures set forth in Article 13 below. Notwithstanding such disagreement, the Construction Manager will diligently proceed with completion of the Punch List items. Warranties required by the Contract Documents will commence on the foregoing punch-list and to pay such sum to Contractor only as, when, and to Substantial Completion date or designated portion thereof unless otherwise provided in the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workContract Documents.

Substantial Completion. For The Landlord’s Work shall be deemed substantially completed (“Substantially Completed” or “Substantial Completion”) when, in the opinion of the construction manager (whether an employee or agent of Landlord or a third party construction manager, the “Construction Manager”), the Landlord’s Work are substantially completed except for punch list items which do not prevent in any material way the use of the Premises for the purposes for which they were intended. In the event Tenant, its employees, agents, or contractors cause, directly or indirectly, the construction or completion of the Landlord’s Work to be delayed, then the date of Substantial Completion shall be deemed to be the date that, in the opinion of the Construction Manager, Substantial Completion would have occurred if such delays or impairments had not taken place. Without limiting the foregoing, Tenant shall be solely responsible for delays caused by Tenant’s request for any changes in the plans, Tenant’s request for long lead items, Tenant’s failure to provide Landlord with reasonable access to the Premises to undertake the Landlord’s Work, and/or Tenant’s interference with the construction of the Landlord’s Work, and such delays shall not entitle Tenant to any abatement of rent or other rights of any kind. Substantial Completion is only material for purposes of determining the completion of the Landlord’s Work and has no impact whatsoever on the Extended Term Commencement Date and/or Tenant’s other obligations under the Lease, “Substantial Completion" of including, without limitation, the Lease Improvements and Tenant Improvements obligation to pay rent. In no event shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements Landlord have any obligation for any defects in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth any limitation on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned)its use; provided, however, that Landlord is not required agrees, at Tenant’s cost, to breach seek enforcement of any warranty issued by any contractor or other party performing the terms of the corresponding construction contractLandlord’s Work. Landlord agrees to use commercially reasonable efforts to cause the Landlord’s Work to be performed in a good and Tenant shall cooperate reasonably in connection with the completion of such punch-list workworkmanlike manner.

Substantial Completion. For purposes The Landlord Work shall be deemed to be “Substantially Complete” with respect to the Seventh Expansion Space on the date that (i) all Landlord Work with respect to the Seventh Expansion Space (other than any details of construction, mechanical adjustment or any other similar matter, the noncompletion of which does not materially interfere with Tenant’s use or occupancy of the Lease, “Substantial Completion" of Seventh Expansion Space) has been performed in accordance with the Lease Improvements and Tenant Improvements shall occur upon: Approved Construction Documents (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified modified by any Change Order approved in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), (ii) CPS has obtained all required final inspection approvals and/or necessary certificates allowing occupancy from all applicable authorities, (iii) all Building systems and equipment and that of the Landlord Work are fully tested and operational, and (v) at least thirty (30) days have elapsed after Tenant has been afforded access to all parts of the Seventh Expansion Space for installation of communications cabling, and server and IDF equipment installations (which will be performed concurrently with the exception Landlord Work). Prior to the Premises (or any portion thereof) being delivered to Tenant, a representative of any punch-list items Landlord and a representative of Tenant shall walk through the Premises (together with agreement for the timing of completion of or such punch-list itemsportion thereof) and any Tenant fixturesjointly prepare a list of minor items which, workstationsin the mutual opinion of Landlord and Tenant, built-in furniture, have not been fully completed or equipment which require repair (the “Punch List Items”). Landlord shall cause its contractor to be installed by Tenant complete or under repair the supervision Punch List Items within 30 days after the date of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s “walk-through; (b) Landlord’s assignment ”. Tenant shall not be entitled to any abatement of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same any rental obligations as pertains to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding the Premises pending completion of the Lease Improvements and Punch List Items. In the event that Tenant Improvements to takes possession of any portion of the extent Premises following the construction of Landlord Work in such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for portion of the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth Premises in the absence of having created a punch list); (d) evidence that the costs , Tenant will be deemed to have waived its right to create a punch list with respect to such portion of the Leasehold Improvements Premises and shall be deemed to have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment accepted such portion of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid RentPremises in its “as is” condition. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost Time is of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably essence in connection with the completion obligations of such punchCPS and Tenant under this Work Letter. Neither Landlord nor CPS shall be liable or responsible for any claims incurred (or alleged) by Tenant due to any delay in achieving Substantial Completion for any reason. Tenant’s sole and exclusive remedy for any delay in achieving Substantial Completion for any reason other than Tenant Delay (defined below) shall be the resulting postponement (if any) of the Seventh Expansion Space Commencement Date and the commencement of rental payments for the Seventh Expansion Space under the Eleventh Modification. “Tenant Delay” means any act or omission of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the Landlord Work, including: (i) Tenant’s failure to furnish information or approvals within any time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any applicable due date; (ii) Tenant’s selection of long-list worklead equipment or materials; (iii) changes requested or made by Tenant to previously approved plans and specifications; or (iv) performance of work in the Premises by Tenant or Tenant’s contractor(s) during the performance of the Landlord Work.

Substantial Completion. For purposes of the Lease, “Substantial Completion" ” of the Lease Improvements Landlord Work shall be deemed to have occurred (and Tenant Improvements the Landlord Work shall occur upon: be deemed to be “Substantially Complete”), on the date that (ai) all Landlord Work has been performed in accordance with the terms of this Exhibit C, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of construction of which does not materially interfere with Tenant’s lawful use of, or access to, the Lease Improvements Premises for first-class business office use; (ii) Landlord has obtained and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, a permanent or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal with respect to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only asPremises, when, and except to the extent the same cannot be obtained by reason of the incompletion of installations or other work corresponding thereto that is completed to the approval responsibility of Tenant, such as, but not limited to, the installation and making operational of Tenant’s furniture systems and telecommunications equipment, in which case Landlord shall obtain the same within a reasonable time after the same can be obtained; and (iii) Landlord satisfies the Delivery Conditions, as defined in Section 11 below. When Landlord believes the Landlord Work is Substantially Complete, Landlord shall notify Tenant and Tenant has notified Landlord thereof in writing (such approval not and Tenant’s and Landlord’s construction representatives shall at a mutually convenient date and time conduct a joint walk-through of the Premises in order to review the Landlord Work. Notwithstanding anything to the contrary herein contained, if the Landlord Work is delayed by reason of any Tenant Delay, then the Landlord Work shall be deemed to be unreasonably withheld, delayed, denied, or conditioned); provided, however, Substantially Complete on the day that Landlord is not required to breach the terms would have achieved Substantial Completion of the corresponding Landlord Work but for such Tenant Delay. Based upon said walk-through, Landlord’s and Tenant’s construction contract. representative shall prepare a “punch-list.” setting forth any items of the Landlord and Tenant shall cooperate reasonably Work which are incomplete or not in connection accordance with the completion of Plans or the requirements hereof, and, subject to Tenant Delays, causes beyond Landlord’s reasonable control and long-lead time items, Landlord shall complete such “punch-list worklist” items within forty-five (45) days after such joint walk-through.

Substantial Completion. For purposes of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements Improvement shall occur upon: not have occurred until (ai) completion of construction of Landlord's architect, Halff & Associates (the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval "Architect") shall have delivered to Landlord and Tenant), Tenant a written certificate stating that all of the Improvements have been substantially completed in substantial accordance with the exception of any punch-list items (together with agreement Construction Documents, except for the timing of completion of such punch-list itemsPunch List Items; and (ii) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating has been issued allowing Tenant to matters that are set forth in occupy and use the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned)Leased Premises; provided, however, that Landlord if the reason that a certificate of occupancy has not or cannot be issued is (A) because of work yet to be performed by Tenant (E.G., Tenant's Work (hereinafter defined)), or (B) due to Tenant Delays, then the failure or inability to obtain a certificate of occupancy shall not required to breach delay or prevent the terms occurrence of Substantial Completion . The term "Punch List Items" shall mean details of construction, decoration, and mechanical adjustment which are part of the corresponding construction contractImprovements and which in the aggregate, are minor in character and do not materially interfere with the Tenant's use or enjoyment of the Leased Premises. Landlord shall give Tenant not less than ten (10) days notice of the date upon which Landlord estimates Substantial Completion to be achieved. Upon receipt of Landlord's notification, Tenant shall verbally notify Landlord of the date Tenant intends to make a walk-through inspection of the Leased Premises, such date to be on the date specified in Landlord's notice for the estimated occurrence of Substantial Completion. The Architect, the Contractor, Landlord's project representative and Tenant's project representative shall meet to review and approve of the matters to be included as Punch List Items, which approvals shall not be unreasonably withheld. Punch List Items shall be completed by Landlord at Landlord's expense. Landlord shall use its best efforts to complete all of the Punch List Items within thirty (30) days after the occurrence of Substantial Completion. At the conclusion of the walk-through inspection, Tenant will be deemed to have acknowledged that, subject only to Landlord's completion of the Punch List Items, (i) it has inspected and accepts the Leased Premises, (ii) the Leased Premises is suitable for the purpose for which it is leased, (iii) the Leased Premises is in good and satisfactory condition, and (iv) no representations as to the repair of the Leased Premises, nor promises to alter, remodel or improve the Leased Premises which have been made by Landlord remain unsatisfied. At the conclusion of the walk-through inspection Tenant further agrees to execute an Acceptance of Leased Premises Memorandum in the form attached hereto and made a part hereof as EXHIBIT "D", whereupon possession of the Leased Premises will be delivered to Tenant and Tenant shall cooperate reasonably in connection with will be deemed to have accepted the completion Leased Premises, and Tenant may thereafter occupy the Leased Premises. Tenant's failure to conduct a walk-through inspection or execute the Acceptance of such punch-list workLeased Premises Memorandum will not delay the occurrence of the Commencement Date.

Substantial Completion. For purposes of the this Lease, “Substantial Completion" ” of the Lease Improvements and Tenant Improvements Premises shall occur upon: mean (a1) completion of construction of Landlord has substantially completed the Lease Improvements and Tenant Improvements in accordance with the Premises, as certified in writing by the Architect with written approval by the Tenant Rep Approved Working Drawings (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items which will not materially and adversely interfere with Tenant’s ability to commence its business operations in the Premises), such that Tenant can install its freestanding work stations, fixtures, furniture, equipment, and telecommunication and cabling systems and to move into the Premises; (together with agreement 2) Landlord has obtained a certificate of occupancy for the timing Building and Premises, or its equivalent; and (3) Tenant has been delivered complete and uninterrupted access to the Premises (and other required portions of completion the Building) sufficient to allow Tenant to install its freestanding work stations, fixtures, furniture, equipment, and telecommunication and cabling systems and to move into the Premises. For purposes of such this Lease, “Substantial Completion” of the Storefront Work shall mean that Landlord has substantially completed the Storefront Work in accordance with the Project Plans (with the exception of any minor punch-list items) items which will not materially and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) adversely interfere with Landlord’s assignment ability to commence construction of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment and do not otherwise constitute structural components of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid RentBase, Shell and Core). Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost shall promptly notify Tenant in writing of the work Substantial Completion of the Storefront Work (and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, whenoccurrence of the Effective Date), and within two (2) days of such notice, Landlord shall cause its contractor to inspect the extent the work corresponding thereto is completed to the approval Premises with a representative of Tenant and Tenant has notified Landlord thereof in writing (such approval not complete a punch list of unfinished items to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contractStorefront Work. Authorized representatives for Landlord and Tenant shall cooperate reasonably in connection with execute said punch list to indicate their approval thereof. The items listed on such punch list shall be completed by the completion Contractor within thirty (30) days after the approval of such punch-punch list workor as soon thereafter as reasonably practicable.

Substantial Completion. For purposes (A) Subject to any prevention, delay or stoppage due to Landlord’s Force Majeure (as hereinafter defined) or attributable to any Tenant Delays, Landlord shall use reasonable speed and diligence in the construction of the LeaseBase Building Enhancements and the Tenant Improvement Work (hereinafter collectively referred to as the “Landlord’s Work”) so as to have the same Substantially Completed (as hereinafter defined) on or before the Estimated Commencement Date set forth in Section 1.1, “Substantial Completion" but Tenant shall have no claim against Landlord for failure to complete construction of the Lease Improvements Landlord’s Work except as expressly set forth in Section 3.4 below. Notwithstanding the foregoing, it is understood and agreed that Landlord shall have no responsibility for the installation or connection of Tenant’s computer, telephone, other communication equipment, systems or wiring (although Landlord will reasonably cooperate with Tenant Improvements in order to facilitate the completion by Tenant of this work). (B) Landlord will reasonably cooperate with Tenant and Tenant’s Construction Representative in the performance of the Tenant Improvement Work to provide Tenant access to the Premises both prior to and during construction and the right to attend all job meetings between Landlord and Contractor for the Tenant Improvement Work and to review subcontractor submittals and shop drawings. Tenant shall occur upon: (a) completion have the right to have Tenant’s Construction Representative or other qualified architect, engineer or contractor inspect the quality of construction of the Lease Improvements Tenant Improvement Work and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by compliance of the Tenant Rep (Improvement Work with the Tenant Plans, provided such certification and approval delivered inspection is performed at a time mutually agreeable to Landlord and Tenant), Tenant and which will not cause any delay in the performance of the Landlord’s Work. Landlord agrees to notify Tenant (which notice may be oral) of all job meetings held with the exception of any punch-list items (together with agreement for Contractor and related to the timing of completion of such punch-list items) and any Tenant fixturesscheduling, workstationsdesign, built-in furnituremodifications, change orders, or equipment to be installed by Tenant cost reporting or under the supervision pricing of the Contractors, all as verified by Tenant Rep which verification Improvement Work. Tenant shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that have the Premises are ready for a final walk-through in order right to confirm completion review and the content approve change orders to any portion of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Tenant Improvement Work Letter and delivery of same to Tenant; (c) proposed by Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (which such approval shall not to be unreasonably withheld, conditioned or delayed, denied, or conditioned); provided, however, that Tenant’s approval of any change order which (i) materially affects the scope or quality of the Tenant Improvement Work (it being acknowledged and agreed that for the purposes hereof, the substitution of items of comparable quality to those shown on the Tenant Plans shall not be deemed to materially affect the scope or quality of the Tenant Improvement Work), (ii) delays the completion of the Tenant Improvement Work beyond December 31, 2008 or (iii) materially increases the costs to complete the Tenant Improvement Work shall be in Tenant’s sole and unfettered discretion. (C) In addition to and not in limitation of the insurance required to be maintained by Landlord under Section 4.3 of this Lease, Landlord shall require the Contractor and all contractors and subcontractors performing Landlord’s Work to maintain at all times during the construction of Landlord’s Work commercially reasonable insurance coverages comparable to those being maintained by contractors on similar projects in the Market Area. Landlord shall use commercially reasonable efforts to cause the Contractor to name Tenant as a certificate holder and additional insured on all insurance coverages required under the Construction Contract (provided, however, that the failure or refusal by the Contractor to thus name Tenant shall not be considered to be a default by Landlord of any of its obligations under this Lease). The cost of such insurance documented as allocable to Tenant Improvement Work under this subsection (C) shall be a part of the Approved Tenant Plan Costs. (D) Landlord shall provide Tenant with at least thirty (30) days prior written notice of the date Landlord anticipates that the Landlord’s Work will be Substantially Complete (the “Anticipated Delivery Date”) and shall provide Tenant with written notice of any revisions or changes to such Anticipated Delivery Date, and if the Landlord’s Work is not required to breach the terms Substantially Complete as of the corresponding Anticipated Delivery Date set forth in Landlord’s notice, then the Substantial Completion Date will not be deemed to have occurred unless Tenant has been provided with at least fifteen (15) days prior written notice of a revised Anticipated Delivery Date and the Landlord’s Work is actually Substantially Completed as of such revised Anticipated Delivery Date. The “Substantial Completion Date” shall be defined as the date on which the Landlord’s Work has been Substantially Completed. “Substantial Completion” and “Substantially Completed” shall each mean the date on which (1) the Landlord’s Work has been completed except for so-called “punch-list” items of work and adjustment of equipment and fixtures the incompleteness of which do not cause unreasonable interference with Tenant’s use of the Premises for the Permitted Uses or Tenant’s right to lawfully occupy the Premises, and (2) permission has been obtained from the applicable governmental authority (which such permission may be evidenced by the signature(s) of the appropriate municipal official(s) on the building permit for the Tenant Improvement Work) to the extent required by law, for occupancy by Tenant of the Premises for the Permitted Uses. The above notwithstanding the parties shall schedule a joint inspection of the Premises at a mutually convenient time to confirm that the Landlord’s Work has been Substantially Completed and to identify any minor details, adjustments or other items of the Landlord’s Work which in accordance with good construction contractpractice should be performed after Substantial Completion thereof (collectively, the “Punchlist Items”), if any, in writing; provided, however, such joint inspection shall take place at least five (5) business days prior to the date Landlord has notified Tenant (in accordance with the requirements of this Article III) will be the Substantial Completion Date. If after such joint inspection, Landlord and Tenant disagree as to whether the Landlord’s Work is Substantially Complete or as to the existence or nature of any Punchlist Items, and such dispute has not been resolved within ten (10) days of the joint inspection, either party shall cooperate reasonably have the right to submit such dispute to expedited arbitration under Section 3.7 hereof (provided, however, the during the pendency of any such dispute and/or arbitration proceeding, the Substantial Completion Date shall be as determined by Landlord, subject to adjustment upon the resolution of the dispute by the parties or by arbitration). After Substantial Completion, Landlord shall proceed diligently to complete all Punch List Items at Landlord’s expense within sixty (60) days after the occurrence of Substantial Completion (except for items which can only be performed during certain seasons or weather, which items shall be completed diligently as soon as the season and/or weather permits). Notwithstanding anything contained herein to the contrary, in connection with the completion event that Landlord is delayed in the performance of Landlord’s Work or cannot obtain permission from the applicable governmental authority for the occupancy of the Premises by reason of any Tenant Delay, then the Substantial Completion Date shall be deemed to be the date that Landlord would have achieved Substantial Completion or obtained such punch-list workgovernmental permission, but for such Tenant Delay. Tenant agrees that no Tenant Delay shall delay commencement of the Term or the obligation to pay rent, regardless of the reason for such delay or whether or not it is within the control of Tenant or any such employee. Nothing contained in this paragraph shall limit or qualify or prejudice any other covenants, agreements, terms, provisions and conditions contained in this Lease.

Substantial Completion. For purposes of (A) Landlord shall perform the Lease, “Substantial Completion" of work described on Exhibit B annexed hereto and described therein as the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion Phase I Construction and the content of the punch-list and completion of Tenant’s walk-through; Phase II Construction (b) collectively, "Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned's Work"); provided, however, that the Landlord shall have no responsibility for the installation or connection of Tenant's computer, telephone, other communication equipment, systems or wiring. It is not required agreed that (i) construction of the Phase I Construction is intended to breach be "turnkey" and will be completed at Landlord's sole cost and expense (subject to the terms of Section 3.1(B) below) and (ii) subject to Section 3.2.B, Tenant shall, as Additional Rent, after the corresponding construction contractPhase II Construction is completed, reimburse Landlord upon demand an amount ("Phase II Contribution") equal to the lesser of (x) one-half (1/2) of the cost of the Phase II Construction or (y) Two Thousand and 00/100 ($2,000.00) Dollars, and Landlord shall be responsible for the balance of the costs of the Phase II Construction. Landlord's Work shall be performed using Building Standard methods, materials and finishes. Landlord and Tenant hereby agree that that certain letter agreement dated June 27, 2002 between Landlord and Tenant relating to reimbursement of certain construction related costs shall upon the full execution and delivery of this Lease be of no further force or effect. (B) If Tenant shall request any revisions to Landlord's Work, Landlord shall have such revisions prepared at Tenant's sole cost and expense and Tenant shall reimburse Landlord for the cost of preparing any such revisions to the Landlord's Work, plus any applicable state sales or use tax thereon, upon demand. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost in Landlord's Work, if any, resulting from such revisions to the Landlord's Work. Tenant, within one business day shall notify Landlord in writing whether it desires to proceed with such revisions. In the absence of such written authorization, Landlord shall have the option to continue to work on the Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any revisions to the Landlord's Work. If such revisions result in an increase in the cost of Landlord's Work, such increased costs plus any applicable state sales or use tax thereon, shall be payable by Tenant upon demand. Notwithstanding anything herein to the contrary, all revisions to the Landlord's Work shall be subject to the approval of Landlord. (C) Subject to delays due to Force Majeure, as defined in Section 6.1, Landlord shall use reasonable speed and diligence in the performance of Landlord's Work, but Tenant shall have no claim against Landlord for failure so to complete construction of Landlord's Work in the Premises, except for the right to terminate this Lease, without further liability to either party, in accordance with the provisions hereinafter specified in Section 3.2. The Phase I Construction shall be treated as having been substantially completed on the later of: (a) The date on which the Phase I Construction, together with common facilities for access and services to the Premises, has been completed (or would have been completed except for Tenant Delay) except for items of work and adjustment of equipment and fixtures which can be completed after occupancy has been taken without causing substantial interference with Tenant's use of the Premises (i.e. so-called "punch list" items) and items of work for which there is a long lead time in obtaining the materials therefore or which are specially or specifically manufactured, produced or milled for the work in or to the Premises and require additional time for receipt or installation ("long lead" items), or (b) The date when Landlord has received a Certificate of Occupancy, as defined in Section 2.4(a). The Phase II Construction shall be performed promptly after the substantial completion of the Phase I Construction. Landlord shall complete as soon as conditions practically permit all items and work excepted by Section 3.1(C)(a) above, and Tenant shall cooperate reasonably with Landlord in connection providing access as may be required to complete such work in a normal manner. Landlord shall permit Tenant access for installing Tenant's trade fixtures in portions of the Premises prior to substantial completion when it can be done without material interference with remaining work or with the maintenance of harmonious labor relations. In the event of any dispute as to the date on which the Phase I Construction has been completed as described in subsection 3.1(B)(a) above, the reasonable determination of Landlord's architect as to such date shall be deemed conclusive and binding on both Landlord and Tenant. Tenant agrees that no delay by it, or anyone employed by it, in performing work to prepare the Premises for occupancy (including, without limitation, the work in installing Tenant's trade fixtures) (collectively a "Tenant Delay") shall delay commencement of the Term or the obligation to pay rent, regardless of the reason for such delay or whether or not it is within the control of Tenant or any such employee, and the Phase I Construction shall be deemed completed as of the date when the same would have been substantially completed except for Tenant Delay, as determined by Landlord in the exercise of its good faith business judgment. Nothing contained in this paragraph shall limit or qualify or prejudice any other covenants, agreements, terms, provisions and conditions contained in this Lease. 3.2 A. If Landlord shall have failed substantially to complete the Phase I Construction in the Premises described in Exhibit B on or before the Outside Completion Date for Phase I Construction as defined in Section 1.1 hereof (which date shall be extended automatically for such periods of time as Landlord is prevented from proceeding with or completing the same by reason of Force Majeure as defined in Section 6.1) Tenant shall have the right to terminate this Lease by giving notice ("Termination Notice") to Landlord of Tenant's desire to do so before such completion and after the Outside Completion Date for the Phase I Construction (as so extended) and by paying to Landlord, at the time that Tenant gives such Termination Notice, the sum of Thirty Thousand and 00/100 ($30,000.00) Dollars ("Termination Fee"); and, upon the giving of such punch-list workTermination Notice and the payment of such Termination Fee, the term of this Lease shall cease and come to an end without further liability or obligation on the part of either party; and such right of termination shall be Tenant's sole and exclusive remedy for Landlord's failure so to complete the Phase I Construction within such time. Each day of Tenant Delay shall be deemed conclusively to cause an equivalent day of delay by Landlord in substantially completing the Phase I Construction pursuant to Section 3.1, and thereby automatically extend for each such equivalent day of delay the date of the Outside Completion Date for the Phase I Construction. If Tenant fails to pay the Termination Fee at the time Tenant gives such Termination Notice, then Tenant's Termination Notice shall be null and void and of no force or effect.

Substantial Completion. For purposes Landlord will use reasonable speed and diligence to Substantially Complete Landlord’s Work on or before the anticipated Lease Commencement Date set forth in Section 1(e), subject only to Delay. If Landlord’s Work is not Substantially Complete by that date, such failure to complete will not in any way affect the obligations of the Lease, “Substantial Completion" of Tenant hereunder except that the Lease Improvements Commencement Date (and Tenant Improvements shall occur upon: (a) completion of construction of any other dates tied to the Lease Improvements and Tenant Improvements in Commencement Date) will be postponed one day for each day Substantial Completion is delayed beyond such date. No liability whatsoever will arise or accrue against Landlord by reason of its failure to deliver or afford possession of the Premises, as certified in writing by the Architect with written approval by the and Tenant Rep (with such certification hereby releases and approval delivered to discharges Landlord from and Tenant), with the exception of any punch-list items (together with agreement claims for the timing of completion of such punch-list items) and any Tenant fixturesdamage, workstations, built-in furnitureloss, or equipment injury of every kind whatsoever as if this Lease were never executed. Notwithstanding anything to be installed by the contrary contained herein, if Tenant commences business operations from all or under the supervision any portion of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that Premises prior to (i) the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the anticipated Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are Commencement Date set forth in the punch list); Section 1(e) or (dii) evidence that the costs Substantial Completion of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from Landlord’s Work, the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal Lease Commencement Date shall be accelerated to the cost of the work and materials set forth on the foregoing punch-list and to pay date that Tenant commences such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned)operations; provided, however, that Landlord is the commencement of business operations in the Premises by Tenant prior to the Substantial Completion of Landlord’s Work shall not required to breach waive Landlord’s requirement of Substantial Completion, the terms completion of the corresponding construction contractPunchlist; and provided further, in no event shall the Base Rent Commencement Date occur prior to April 1, 2023, even if Tenant has commenced its business operations in the Premises and the Lease Commencement Date occurs prior to January 1, 2023. Landlord Tenant may access the Premises not earlier than 90 days prior to the proposed Lease Commencement Date for the purpose of installing furniture, fixtures, equipment and racking, subject to approval as required by Berkeley County or any other applicable governmental authority; provided, however, that the foregoing activities shall not be deemed to constitute Tenant’s commencement of business operations. Tenant shall cooperate reasonably in connection and its agents and contractors will not interfere with the completion of Landlord’s Work during any such punch-list workearly entry and will cooperate fully with Landlord’s contractors.

Substantial Completion. For purposes Landlord shall cause the Work to be "substantially completed" on or before the scheduled date of commencement of the LeaseTerm subject to delays caused by strikes, “Substantial Completion" lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion Work, unavailability or shortages of construction materials or other problems in obtaining materials necessary for performance of the Lease Improvements and Tenant Improvements in Work or any other matter beyond the Premises, as certified in writing by control of Landlord (or beyond the Architect with written approval by control of Landlord's contractors or subcontractors performing the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list itemsWork) and any also subject to "Tenant fixtures, workstations, built-Delays" (as defined and described in furniture, or equipment Paragraph 6 of this Work Letter). The Work shall be deemed to be installed by Tenant or "substantially completed" for all purposes under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery the Lease if and when Landlord's general contractor issues a written certificate to Landlord and Tenant certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in such architect's certificate) in substantial compliance with the Working Drawings, or when Tenant first takes occupancy of same the 2006 Expansion Space, whichever first occurs. If the Work is not deemed to Tenant; be substantially completed on or before the scheduled date of the Commencement Date of the Term, (a) Landlord agrees to use reasonable efforts to complete the Work as soon as practicable thereafter, (b) the Lease shall remain in full force and effect, (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion shall not be deemed to be in breach or default of the Lease Improvements or this Work Letter as a result thereof and Landlord shall have no liability to Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate result of any delay in occupancy (without conditions other than conditions relating to matters that are set forth in the punch listwhether for damages, abatement of Rent or otherwise); , and (d) evidence that except in the costs event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Leasehold Improvements have been paid; Term shall be extended to the date on which the Work is deemed to be substantially completed and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment expiration date of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ Term shall be extended by the number of days by which the Commencement Date was extended together with the number of days required to make the Term expire on the next occurring last day of the month. At the request of either Landlord or Tenant in the event of such extensions in the commencement and expiration dates of the Term, Tenant and Landlord shall execute and deliver an amendment to the Lease reflecting such extensions. Landlord agrees to furnish a final lien waiver from such contractor not later than 10 days use reasonable diligence to complete all punchlist work listed in the aforesaid general contractor's certificate promptly after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list worksubstantial completion.

Substantial Completion. For purposes (i) Upon Substantial Completion of the LeaseInitial Renovation Work, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premisesprovide written notice thereof to Landlord, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement supporting documentation therefor. Landlord shall endeavor within fifteen (15) Business Days from Landlord's receipt of Tenant's notice to advise Tenant whether or not, in Landlord's reasonable discretion, the conditions for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furnitureSubstantial Completion have been satisfied, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇whether ▇▇▇▇▇▇ agrees has failed to furnish a final lien waiver from submit adequate and sufficient evidence to permit Landlord to issue its determination. If in reasonable discretion of Landlord the conditions for Substantial Completion have not been satisfied, Landlord shall also endeavor to advise Tenant of the reasons for Landlord's determination within such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives fifteen (15) Business Day period. Any dispute as to whether Substantial Completion of the Prepaid RentInitial Renovation Work has occurred shall be resolved pursuant to Article 34. The failure by Landlord agreesto advise Tenant in writing as to whether the conditions for Substantial Completion have been satisfied and, notwithstanding Tenant’s payment of Prepaid Rentif not, to withhold from Contractoridentify the conditions that have not been satisfied, within such fifteen (15) Business Day period shall be deemed to constitute an acknowledgement by Landlord that the Initial Renovation Work has been Substantially Completed. (ii) Upon Substantial Completion of the Initial Renovation Work, Tenant shall deliver the following to Landlord: (i) a sum equal certification of the Architect (certified to Landlord), in a form that is customary and consistent with industry standards taking into account the cost scope and the nature of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, howeverperformed, that Landlord is not required the Construction Work in question has been Substantially Completed in accordance with the Approved Plans and Specifications therefor and that the improvements constructed pursuant to breach such Construction Work comply with the terms Building Code of New York City and all other Requirements; and (ii) a copy of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with temporary Certificate of Completion or Certificate of Occupancy for the completion of such punch-list workentire Premises (or the relevant portion thereof).

Substantial Completion. For purposes The Constructor shall notify the Management Group when it considers Substantial Completion of the Lease, “Work or a designated portion to have been achieved. The Management Group shall promptly conduct an inspection to determine whether the Work or designated portion can be occupied or utilized for its intended use by the Owner without excessive interference by the Constructor in completing any remaining unfinished Work. If the Management Group determines that the Work or designated portion has not reached Substantial Completion" , the Management Group shall promptly compile a list of items to be completed or corrected so the Owner may occupy or utilize the Work or designated portion for its intended use. The Constructor shall promptly complete all items on the list. When Substantial Completion of the Lease Improvements Work or a designated portion is achieved, the Constructor shall prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, and Tenant Improvements shall occur upon: (a) the respective responsibilities of the Owner and Constructor for interim items such as security, maintenance, utilities, insurance and damage to the Work, and fixing the time for completion of construction all items on the list accompanying the Certificate. The Certificate of Substantial Completion shall be submitted by the Constructor to the Management Group and Owner for the Owner's written acceptance of responsibilities assigned in the Certificate. Unless otherwise provided in the Certificate of Substantial Completion, warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Lease Improvements and Tenant Improvements Work or a designated portion. Upon acceptance by the Owner of the Certificate of Substantial Completion, the Owner shall pay to the Constructor the remaining retainage held by the Owner for the Work described in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception Certificate of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, Substantial Completion less a sum equal to two hundred percent (200%) of the estimated cost of completing or correcting remaining items on that part of the work Work, as agreed to by the Owner and materials set forth Constructor as necessary to achieve Final Completion. Uncompleted items shall be completed by the Constructor in a mutually agreed time frame. The Owner shall pay the Constructor monthly the amount retained for unfinished items as each item is completed. PARTIAL OCCUPANCY OR USE The Owner may occupy or use completed or partially completed portions of the Work when (a) the portion of the Work is designated in a Certificate of Substantial Completion, (b) appropriate insurer(s) consent to the occupancy or use, and (c) public authorities authorize the occupancy or use. The Constructor shall not unreasonably withhold consent to partial occupancy or use. Owner shall not unreasonably refuse to accept partial occupancy. FINAL COMPLETION AND FINAL PAYMENT Upon notification from the Constructor that the Work is complete and ready for final inspection and acceptance, the Management Group shall promptly conduct an inspection to determine if the Work has been completed and is acceptable under the Contract Documents. When the Work is complete, the Constructor shall prepare for the Owner's acceptance a final application for payment stating that to the best of the Constructor's knowledge, and based on the foregoing punch-list and Owner's inspections, the Work has reached final completion in accordance with the Contract Documents. Final payment of the balance of the Construction Control Estimate shall be made to pay such sum to Contractor only asthe Constructor within twenty (20) Days after the Constructor has submitted an application for final payment, whenincluding submissions required under Subparagraph 18.8.4, and a Certificate of Final Completion has been executed by the Owner and Constructor. Final payment shall be due on the Constructor's submission of the following to the extent Owner: an affidavit declaring any indebtedness connected with the work corresponding thereto is completed Work, e.g. payrolls or invoices for materials or equipment, to have been paid, satisfied or to be paid with the approval proceeds of Tenant and Tenant has notified Landlord thereof in writing (such approval final payment, so as not to be unreasonably withheldencumber the Owner's property; as-built drawings, delayedmanuals, deniedcopies of warranties and all other close-out documents required by the Contract Documents; release of any liens, conditioned on final payment being received; consent of any surety; and any outstanding known and unreported accidents or conditioned); providedinjuries experienced by the Constructor, however, that Landlord is not required to breach Trade Contractors or Subcontractors at the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workWorksite.

Substantial Completion. For purposes of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of When the Lease Improvements Contractor gives notice to the Project Manager that the Work or such designated portion thereof is Substantially Complete, the Project Manager will arrange for inspection by the City’s Building Official and Tenant Improvements in the Premisesother officials, as certified in writing by appropriate, unless the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord Project Manager determines that the Premises are ready for a final walk-through in order Work is not sufficiently complete to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; warrant an inspection. (b) Landlord’s assignment If the Project Manager determines that the Work or such designated portion thereof is not Substantially Completed, the Project Manager will prepare and give to Contractor a comprehensive list of warranties items to be completed or corrected before establishing Substantial Completion. Contractor shall proceed promptly to complete and guaranties described correct items on the list. Failure to include an item on such list does not alter the responsibility of Contractor to complete all Work in Section 3.2 of this accordance with the Contract. Upon notification that the items on the list are completed or corrected, as applicable, the Project Manager will make an inspection to determine whether the Work Letter is Substantially Complete. Costs for additional inspection shall be deducted from any monies due and delivery of same payable to Tenant; Contractor. (c) Landlord If the Project Manager determines that the Work or such designated portion thereof is Substantially Complete, the Project Manager will prepare a Certificate of Substantial Completion on HACLA's form, which, when signed by HACLA, shall establish the date of Substantial Completion and Tenant have received all appropriate permitsthe responsibilities of HACLA and Contractor for security, certification maintenance, utilities, insurance, and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements damage to the extent such permits Work. The Project Manager will prepare and approvals are required for Tenant’s use and occupancy as evidenced by furnish to the Contractor a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the comprehensive “punch list); ” of items to be completed or corrected prior to Final Completion. (d) evidence that Unless otherwise provided in the costs Certificate of Substantial Completion, the Leasehold Improvements have been paid; and (e) receipt Guarantee to Repair Period for the Work covered by Tenant the Certificate of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agreesSubstantial Completion, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth shall commence on the foregoing punch-list and date of Substantial Completion except that Substantial Completion shall not commence the Guarantee to pay such sum Repair Period for any equipment or systems that are not operational (equipment or systems shall not be considered operational if they cannot be used to Contractor only as, when, and to provide the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, deniedintended service), or conditioned); provided, however, that Landlord is are not required accepted by HACLA. The Guarantee to breach Repair Period for equipment or systems which become operational and accepted subsequent to Substantial Completion will begin on the terms date of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list worktheir written acceptance by HACLA.

Substantial Completion. For purposes (A) Subject to any prevention, delay or stoppage due to Landlord's Force Majeure (as hereinafter defined) or attributable to any Tenant Delays, Landlord shall use reasonable speed and diligence in the construction of the LeaseBase Building Enhancements and the Tenant Improvement Work (hereinafter collectively referred to as the "Landlord's Work") so as to have the same Substantially Completed (as hereinafter defined) on or before the Estimated Commencement Date set forth in Section I . I , “Substantial Completion" but Tenant shall have no claim against Landlord for failure to complete construction of the Lease Improvements Landlord's Work except as expressly set forth in Section 3.4 below. Notwithstanding the foregoing, it is understood and agreed that Landlord shall have no responsibility for the installation or connection of Tenant's computer, telephone, other communication equipment, systems or wiring (although Landlord will reasonably cooperate with Tenant Improvements in order to facilitate the completion by Tenant of this work). (B) Landlord will reasonably cooperate with Tenant and Tenant's Construction Representative in the performance of the Tenant Improvement Work to provide Tenant access to the Premises both prior to and during construction and the right to attend all job meetings between Landlord and Contractor for the Tenant Improvement Work and to review subcontractor submittals and shop drawings. Tenant shall occur upon: (a) completion have the right to have Tenant's Construction Representative or other qualified architect, engineer or contractor inspect the quality of construction of the Lease Improvements Tenant Improvement Work and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by compliance of the Tenant Rep (Improvement Work with the Tenant Plans, provided such certification and approval delivered inspection is performed at a time mutually agreeable to Landlord and Tenant), Tenant and which will not cause any delay in the performance of the Landlord's Work. Landlord agrees to notify Tenant (which notice may be oral) of all job meetings held with the exception of any punch-list items (together with agreement for Contractor and related to the timing of completion of such punch-list items) and any Tenant fixturesscheduling, workstationsdesign, built-in furnituremodifications, change orders, or equipment to be installed by Tenant cost reporting or under the supervision pricing of the Contractors, all as verified by Tenant Rep which verification Improvement Work. Tenant shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that have the Premises are ready for a final walk-through in order right to confirm completion review and the content approve change orders to any portion of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Tenant Improvement Work Letter and delivery of same to Tenant; (c) proposed by Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (which such approval shall not to be unreasonably withheld, conditioned or delayed, denied, or conditioned); provided, however, that Landlord is not required to breach Tenant's approval of any change order which (i) materially affects the terms scope or quality of the corresponding construction contract. Landlord Tenant Improvement Work (it being acknowledged and agreed that for the purposes hereof, the substitution of items of S:\Lcgal\Waltham\77 Founh Avcnue\Lcases\Phasc Forward (H) doc comparable quality to those shown on the Tenant Plans shall cooperate reasonably in connection with not be deemed to materially affect the scope or quality of the Tenant Improvement Work), (ii) delays the completion of the Tenant Improvement Work beyond December 31, 2008 or (iii) materially increases the costs to complete the Tenant Improvement Work shall be in Tenant's sole and unfettered discretion. (C) In addition to and not in limitation of the insurance required to be maintained by Landlord under Section 4.3 of this Lease, Landlord shall require the Contractor and all contractors and subcontractors performing Landlord's Work to maintain at all times during the construction of Landlord's Work commercially reasonable insurance coverages comparable to those being maintained by contractors on similar projects in the Market Area. Landlord shall use commercially reasonable efforts to cause the Contractor to name Tenant as a certificate holder and additional insured on all insurance coverages required under the Construction Contract (provided, however, that the failure or refusal by the Contractor to thus name Tenant shall not be considered to be a default by Landlord of any of its obligations under this Lease). The cost of such punch-list workinsurance documented as allocable to Tenant Improvement Work under this subsection (C) shall be a part of the Approved Tenant Plan Costs. (D) Landlord shall provide Tenant with at least thirty (30) days prior written notice of the date Landlord anticipates that the Landlord's Work will be Substantially Complete (the "Anticipated Delivery Date") and shall provide Tenant with written notice of any revisions or changes to such Anticipated Delivery Date, and if the Landlord's Work is not Substantially Complete as of the Anticipated Delivery Date set forth in Landlord's notice, then the Substantial Completion Date will not be deemed to have occurred unless Tenant has been provided with at least fifteen ( 15) days prior written notice of a revised Anticipated Delivery Date and the Landlord's Work is actually Substantially Completed as of such revised Anticipated Delivery Date. The "Substantial Completion Date" shall

Substantial Completion. For purposes of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with ” or “Substantially Complete” means that Landlord’s Work has been sufficiently completed such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready is suitable for a final walk-through in order its intended purpose, notwithstanding any minor or insubstantial details of construction, decoration or mechanical adjustment that remain to confirm completion and the content be performed. Landlord will use commercially reasonable efforts to Substantially Complete Landlord’s Work on or before September 14, 2012. Landlord shall give Tenant written notice of the punch-list and of the substantial completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties Work along with a proposed date for inspection thereof and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion (or their respective agents or contractors) shall conduct an inspection of the Lease Improvements Landlord’s Work and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by develop a final certificate for the permanent occupancy thereof or a temporary certificate punch list of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs all items of the Leasehold Improvements Landlord’s Work which are not complete or which require correction (the “Punch List”). Landlord shall complete and/or correct all items on the Punch List promptly after Landlord receives the Punch List and shall give Tenant written notice when all of the items on the Punch List have been paid; and (e) receipt completed and/or corrected. Any items not on the Punch List which could have, with reasonable diligence, been discovered by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees and included on the Punch List shall be deemed accepted by Tenant. If Tenant fails to furnish appear for inspection or fails to arrange a final lien waiver from such contractor not later than 10 different date for inspection with Landlord within five (5) business days after L▇receipt of Landlord’s notice of substantial completion, Tenant shall be deemed to have agreed that no items exist that are incomplete or require correction and therefore Landlord’s Work has been completed and Landlord shall not be required to complete or correct any such items which may in fact exist; or at Landlord’s election, Landlord may prepare and approve the Punch List on Tenant’s behalf. Landlord and ▇▇▇▇▇▇ receives agree to cooperate with each other in scheduling the Prepaid Rent. Landlord agrees, notwithstanding Tenantinspections of the Premises and the Landlord’s payment of Prepaid RentWork described in this Paragraph 2, to withhold from Contractor, a sum equal make their respective personnel and representatives available on reasonable notice to attend such inspections and develop the cost Punch List within the inspection time described in this Paragraph 2 and to act reasonably in determining whether or not an item of the work and materials set forth on Landlord’s Work should be included in the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workPunch List.

Substantial Completion. For purposes of the Lease, “Landlord's Contractor shall achieve "Substantial Completion" of the Tenant Improvements in accordance with the Lease Improvements and the Schedule of Responsibilities attached hereto as Exhibit B-2. As used in this Work Agreement, the Tenant Improvements shall occur upon: (a) have achieved Substantial Completion if all of the work called for under the Working Drawings has been substantially completed in accordance with Landlord's construction contract with Landlord's Contractor and Landlord has received the final inspection authorizing Tenant to take occupancy of the Premises. Substantial Completion does not include completion of construction (i) details of construction, decoration or adjustment which do not substantially interfere with Tenant's occupancy or the ability of any specialty contractors hired by Tenant to install fixtures or equipment Tenant has ordered; (ii) any punch list work which does not affect Tenant's use of the Lease Improvements Premises and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, which can be completed or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur corrected as soon as reasonably practicable in possible after the Phase I Commencement Date or the Phase II Commencement Date; (iii) items for which Tenant requests a commercially reasonable manner following T▇▇▇▇▇’s receipt of deferral; and/or (iv) any long-lead or specialty items required by Tenant. Landlord will give Tenant no less than ten (10) days' advance written notice from Landlord of the anticipated date of Substantial Completion so that Tenant can be prepared to take occupancy of the Premises are ready for a final walk-through in order to confirm completion and on or immediately after the content date of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid RentSubstantial Completion. Landlord agreeswill cooperate with Tenant in allowing Tenant's specialty contractors, notwithstanding Tenant’s payment of Prepaid Rentif any, to withhold from Contractor, a sum equal enter the Premises during said ten-day period to the cost of the complete work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of needed before Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workwill take occupancy.

Substantial Completion. For purposes of the Lease, “Substantially Completed” or “Substantial Completion" ” means that (i) Landlord has completed the Finish Work in accordance with the Working Plans, except for (x) minor details of construction that will not unreasonably interfere with Tenant’s use of the Lease Improvements Premises (collectively, “Punch List Items”), and (y) any part of the Finish Work that is not completed solely due to a Tenant Improvements Delay; and (ii) Landlord has obtained all necessary legal approvals in order to obtain a valid temporary or permanent certificate of occupancy for the Premises or, alternatively, Landlord has completed all Finish Work necessary to entitle Landlord to the issuance of a temporary or permanent certificate of occupancy other than any Finish Work that is not completed solely due to a Tenant Delay. Landlord shall occur upon: use commercially reasonable efforts to complete all Punch List Items within sixty (a60) days after the Commencement Date. A “Tenant Delay” will be deemed to have occurred if the completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered Finish Work is delayed due to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, act or equipment to be installed omission by Tenant or under the supervision of the ContractorsTenant’s Visitors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner continues following T▇▇▇▇▇Tenant’s receipt of written notice from Landlord of such delay, including, but not limited to, delays due to changes in or additions to the Finish Work requested by Tenant, delays in submission of information or estimates by Tenant beyond the time periods required by this Lease, delays in Tenant giving authorizations or approvals beyond the time periods required by this Lease, or delays due to the postponement of any work at the request of Tenant or selection of any long-lead items, provided that the Premises are ready for Landlord shall provide written notice to Tenant that any such item is a final walklong-through in order to confirm completion and the content of the punch-list and completion of lead item upon Tenant’s walk-through; (b) Landlord’s assignment selection of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord item and Tenant shall cooperate reasonably in connection with the completion of such punch-list workhave a reasonable opportunity to select an alternate item.

Substantial Completion. For purposes of the Lease, “Substantial Completion" ” shall occur when: (i) the project architect has issued a certificate in the form of AIA Document G-704 indicating that the Improvements are substantially complete in accordance with the Construction Drawings and such certificate has been confirmed by Tenant, (ii) all systems and portions of the Lease Improvements are operational as designed and the only remaining work is so minor in nature that Tenant could commence its installation of equipment and move-in process (the “Tenant Improvements shall occur upon: (aWork”) and the completion of construction the remainder of the Lease Improvements and work by Landlord would not materially interfere with the Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep Work and (with such certification iii) Landlord has obtained and approval delivered to Tenant a permanent certificate of occupancy for the Improvements. When Landlord believes that Substantial Completion has been achieved, Tenant and Tenant), with Landlord shall conduct an inspection of the exception of any Leased Premises within five (5) days after such date in order to develop a punch-list of incomplete, minor detail items (together with agreement for the timing of completion of such punch“Punch-list itemsList Items”) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed completed by Landlord. In the event any items other than Punch-List Items remain to be completed, Substantial Completion shall be deemed not to have occurred. Landlord shall use all reasonable efforts to complete all Punch-List Items within thirty (30) days after Substantial Completion. Landlord shall use reasonable efforts to minimize interference with the use of the Leased Premises by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punchPunch-list workList Items. If Substantial Completion is delayed because of (a) any acts or omissions of Tenant or its agents, representatives, employees or contractors, or (b) Tenant requested changes in the approved Construction Drawings (collectively, “Tenant Delay”), then the Commencement Date shall not be extended, but rather shall start on the date on which it would have occurred but for such event. This Lease Agreement shall remain in full effect notwithstanding any delay in Substantial Completion and Landlord shall have no liability to Tenant if Substantial Completion has not occurred on or prior to the Target Date for any reason. In the event Landlord does not cause Substantial Completion to occur within sixty (60) days from the Target Date, as such date may be extended in connection with delays related to (a) events of Force Majeure or (b) a Tenant Delay, Tenant shall have the right, following Landlord’s failure to satisfy such deadline but before Substantial Completion shall occur, to terminate this Lease Agreement upon delivery of written notice thereof to Landlord and reimbursement to Landlord of all amounts paid to Tenant by Landlord prior to such date pursuant to the terms of that certain Corporate Job Creation Agreement of even date herewith by and between Landlord and Tenant, and, except as otherwise set forth in this Lease Agreement, the parties shall have no further rights or obligations hereunder.

Substantial Completion. 1.6.1 Landlord shall obtain all permits and approvals for the construction of the Landlord’s Work in accordance with Section 38 of the Lease, and shall diligently proceed with the construction of the Landlord’s Work. The Landlord’s Work shall be deemed to be “Substantially Complete” on the later of (i) the date that all Landlord Work has been performed, other than any minor details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises as certified by Landlord’s architect (“Punch List Items”), and (ii) the date Landlord obtains a certificate of completion from the City of Loveland, Colorado, for the Landlord’s Work. 1.6.2 Landlord shall notify Tenant of the expected date for Substantial Completion of Landlord’s Work at least thirty (30) days before such date. Following such notice, Tenant shall have the right to inspect the Building, together with “Landlord’s Representative” (as defined in Section 1.8 below) or another representative of Landlord, for purposes of agreeing upon the Punch List Items. With the exception of the Punch List Items and any construction defects or latent defects, Tenant shall be deemed to have accepted the condition of the Building as of the Commencement Date. Landlord shall thereafter promptly commence and diligently pursue to completion the Punch List Items, with a minimum of interference with the Tenant’s Finish Work and Tenant’s occupancy and use of the Premises. 1.6.3 Notwithstanding the foregoing, in the event that Landlord is prevented from substantially completing the Landlord’s Work due to a Tenant Delay (as defined below), the Landlord’s Work shall be deemed to be substantially completed for purposes of determining the Commencement Date under the Lease on that date on which said Substantial Completion would have occurred but for the applicable Tenant Delay, as reasonably determined by Landlord’s architect. “Tenant Delay” means any one of the following to the extent that the same actually delays the Substantial Completion of the Landlord Work: (1) Tenant’s failure to furnish information or approvals within any time period specified in this Work Letter; (2) changes requested or made by Tenant to previously approved plans and specifications (including any Change Orders); or (3) performance of work in the Premises by Tenant or Tenant’s Contractors during the performance of the Landlord Work, which delays the performance of the Landlord’s Work. Landlord shall notify Tenant in writing of any circumstances of which Landlord is aware that have caused or may cause a Tenant Delay, so that Tenant may take whatever action is appropriate to minimize or prevent such Tenant Delay. For purposes of the Leaseforegoing sentence, “Substantial Completion" correspondence via e-mail or facsimile delivered to Tenant’s Representative shall constitute written notice of the Lease Improvements such Tenant Delay. No Tenant Delay shall be deemed to commence unless and until Landlord has provided Tenant Improvements shall occur upon: (a) completion with written notice to Tenant specifying that a delay has occurred because of construction of the Lease Improvements and Tenant Improvements actions, inaction or circumstances specified in the Premises, as certified notice in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant detail and Tenant has notified Landlord thereof in writing failed to cure the same within five (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list work5) days thereafter.

Substantial Completion. For purposes of At settlement, Seller shall deliver the LeaseProperty and the appurtenances thereto substantially in accordance with the Condominium Plat and Plans, “Substantial Completion" of as may be modified and amended from time to time, with all standard fixtures, appliances, and equipment listed on the Lease Improvements attached Schedule A, as well as all Purchaser=s Options listed on the attached Schedule B. Purchaser acknowledges that any measurements shown on the Plats and Tenant Improvements Plans or otherwise quoted by Seller or Agent are approximations and that actual dimensions may not be exactly as shown. Seller shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements not be required to install or provide any fixtures or appliances not actually installed in the PremisesProperty at the time of Pre-Settlement Inspection pursuant to Section 9, as certified unless otherwise agreed in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under Seller. Seller shall have the supervision absolute right to make minor changes in the dimensions of any portion of the ContractorsCondominium and to substitute materials, all fixtures, equipment, and appliances that Seller determines to be of substantially equal quality or performance as verified by Tenant Rep which verification shall occur as soon as reasonably practicable those specified in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion Plat and the content Plans, Schedule A or B hereto, any of the punch-list Condominium Instruments, or any sales or marketing documents. Seller further reserves the right, but shall not be obligated, to make changes in construction as may be necessitated from time to time due to the particular requirements of Purchaser=s or Seller=s mortgage lenders, the Veteran=s Administration, or any other governmental authority having jurisdiction over the Property or the Condominium; or as may be otherwise required by material shortages, work stoppages, emergencies, or necessary changes to the Plat and completion Plans discovered in construction for reasons of Tenant’s walk-throughimpossibility, structural soundness, or aesthetics; (b) Landlord’s assignment or as may result from acts of warranties God, labor disputes, fire or other casualty, Seller=s inability to obtain materials and/or labor for any options, decorator selections, or other extra work requested by Purchaser and guaranties described in Section 3.2 approved by Seller, zoning requirements and laws, governmental approvals of this Work Letter and any kind, inclement weather, or any other similar or dissimilar causes or reasons beyond the reasonable or practical control of Seller. Any dispute involving delivery of same to Tenant; (c) Landlord the Property in accordance with the Plat and Tenant have received all appropriate permits, certification Plans and approvals from all governmental authorities regarding completion of the Lease Improvements Schedules A and Tenant Improvements B hereto shall be submitted to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate Architect for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agreesproject, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to whose decision shall be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workbinding.

Substantial Completion. For purposes Landlord shall obtain all permits and approvals for the construction of the LeaseImprovements, and shall diligently proceed with the construction of the Improvements. “Substantial Completion" ” of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction be deemed to have occurred as of the Lease date on which the Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), have been completed with the exception of any punch-list minor punchlist items (together which can be fully completed without unreasonable interference with agreement the use of the Premises for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed Permitted Uses by Tenant or under (“punchlist items”). For purposes of determining the supervision applicable Commencement Date, such Substantial Completion of the Contractors, all as verified by Tenant Rep which verification Improvements shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as be evidenced by either (i) a final certificate of occupancy for the permanent occupancy thereof or Premises, (ii) a temporary certificate of occupancy allowing Tenant to use the Premises for the Permitted Uses, and subject only to punchlist items or (without conditions other than conditions relating to matters that are set forth in iii) the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant issuance of a conditional lien waiver from Certificate of Substantial Completion by Landlord’s architect, together with the contractor under issuance by the Tenant Improvements Construction Contract that is conditioned only upon payment Town of the Prepaid Rent; it being understood that L▇N▇▇▇▇▇▇ agrees Building Inspector of written permission to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives occupy the Prepaid Rentapplicable Premises. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost shall notify Tenant of the expected date for Substantial Completion of Landlord’s construction obligations at least fifteen (15) days before such date. Following such notice, Tenant shall have the right to inspect the Premises, together with Landlord’s Representative or other representative of Landlord, for purposes of agreeing upon a “punchlist” of items remaining to be completed. With the exception of items referenced on said punchlist, Tenant shall be deemed to have accepted the condition of the Premises as of the applicable Commencement Date. Landlord shall thereafter promptly commence and diligently pursue to completion the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only aspunchlist, when, and to the extent the work corresponding thereto is completed and only to the approval extent that such work is consistent with the Final Plans and Specifications. Landlord shall provide access the Premises on the date indicated on Exhibit D for the purpose of Tenant installing Tenant’s furniture, fixtures and Tenant has notified Landlord thereof in writing (equipment, including without limitation, the installation of telephone and date wiring and equipment, such approval not access to subject to all of the terms, provisions and conditions of this Lease other than the obligation to pay Annual Fixed Rent, Additional Rent or any other charges, provided that any such work to be unreasonably withheldperformed by Tenant or its contractors during such period shall (i) not materially interfere with Landlord’s construction of the remaining Improvements, delayedand (ii) be coordinated with the remaining Landlord Work in such a manner as to maintain harmonious labor relations and not cause any work stoppage or damage to the Premises or the Building. Notwithstanding the foregoing, denied, or conditioned); provided, however, in the event that Landlord is not required prevented from substantially completing the Improvements due to breach a “Tenant Delay”, as defined in Section 3.5 below, the terms Improvements shall be deemed to be substantially completed for purposes of this Lease on that date on which said Substantial Completion would have occurred but for the corresponding construction contract. Landlord and applicable Tenant shall cooperate Delay, as reasonably in connection with the completion of such punch-list workdetermined by Landlord’s architect.

Substantial Completion. For purposes of Landlord shall diligently prosecute the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements Base Building Work and Tenant Improvements use diligent efforts to achieve Substantial Completion of the Shell Components and Core Components by the dates identified in the PremisesMilestone Schedule, as certified subject to Landlord’s Unavoidable Delays. Landlord shall notify Tenant in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to when Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision believes that Substantial Completion of the Contractors, all as verified by Tenant Rep which verification shall Shell Components and Core Components has occurred (or will occur as soon as reasonably practicable in on a commercially reasonable manner following T▇▇▇▇▇’s receipt specified date). Representatives of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably accompany the Base Building Architect and the Base Building Contractor on a walk-through and inspection of the Premises (the “Substantial Completion Inspection”) when the Base Building Architect and Base Building Contractor determine if Substantial Completion of the Shell Components and Core Components has occurred. The Base Building Architect shall certify in connection with writing the date of Substantial Completion, and Landlord shall cause a copy of such certification to be delivered to Tenant. Within five (5) Business Days after the Substantial Completion Inspection, Landlord shall send to Tenant a written list of the Punch List Items identified during the Substantial Completion Inspection. Tenant shall have five (5) Business Days after receipt to send a written notice to Landlord requesting that additional Punch List Items be added, which Landlord shall approve or disapprove in its reasonable discretion. Upon the completion of all Punch List Items, Tenant shall sign the acceptance attached as Attachment 3 to this Exhibit D. Tenant’s failure to notify Landlord in writing of any reasonable grounds for not acknowledging acceptance within five (5) Business Days after such punchwalk-list workthrough shall be deemed to be acceptance of the work whether or not Tenant executes Attachment 3. Substantial Completion and Tenant’s acceptance of the Premises shall not be conditioned upon completion of all Common Area Improvements or Punch List Items unless such Common Area Improvements or Punch List Items materially adversely affect the construction of the Tenant Improvement Work or Tenant’s ability to obtain permits, permit sign-offs, or a certificate of occupancy.

Substantial Completion. For purposes Landlord shall cause the Work to be "substantially completed" on or before the scheduled date of commencement of the LeaseTerm subject to delays caused by strikes, “Substantial Completion" lockouts, boycotts, or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion Work, unavailability or shortages of construction materials or other problems in obtaining materials necessary for performance of the Work or any matter beyond the control of Landlord (or beyond the control of Landlord's contractors or subcontractors performing the Work) and also subject to "Tenant Delays" (as defined and described in Paragraph 6 of this Work Letter). The Work shall be deemed to be "substantially completed" for all purposes under this Work Letter and the Lease Improvements if and Tenant Improvements in the Premises, as certified in writing by the Architect with when Landlord's general contractor issues a written approval by the Tenant Rep (with such certification and approval delivered certificate to Landlord and Tenant), certifying that the Work has been substantially completed (i.e., completed except for "punchlist" items listed in such architect's certificate) in substantial compliance with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furnitureWorking Drawings, or equipment when Tenant first takes occupancy of the Premises, whichever first occurs. If the Work is not deemed to be installed by Tenant substantially completed on or under before the supervision scheduled date of the Contractorscommencement of the Term, all as verified by Tenant Rep which verification shall occur (a) Landlord agrees to use reasonable efforts to complete the Work as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; thereafter, (b) Landlord’s assignment of warranties the Lease shall remain in full force and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; effect, (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion shall not be deemed to be in breach or default of the Lease Improvements or this Work Letter as a result thereof and Landlord shall have no liability to Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate result of any delay in occupancy (without conditions other than conditions relating to matters that are set forth in the punch listwhether for damages, abatement of Rent or otherwise); , and (d) evidence that except in the costs event of Tenant Delays and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Leasehold Improvements have been paid; Term shall be extended to the date on which the Work is deemed to be substantially completed and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment Expiration Date of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ Term shall be extended by the number of days by which the Commencement Date was extended together with the number of days required to make the Term expire on the next occurring last day of the month. At the request of either Landlord or Tenant in the event of such extensions in the commencement and expiration dates of the Term, Tenant and Landlord shall execute and deliver an amendment to the Lease reflecting such extensions. Landlord agrees to furnish a final lien waiver from such contractor not later than 10 days use reasonable diligence to complete all punchlist work listed in the aforesaid general contractor's certificate promptly after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list worksubstantial completion.

Substantial Completion. For purposes (A) Subject to any prevention, delay or stoppage due to Landlord’s Force Majeure (as hereinafter defined) or attributable to any Tenant Delays, Landlord shall use reasonable speed and diligence in the construction of the LeaseLandlord’s Work in the Second Amendment Additional Premises so as to have the same Substantially Completed (as hereinafter defined) on or before the Second Amendment Additional Premises Scheduled Term Commencement Date as determined pursuant to Section 1.1(A)(3) of this Exhibit B, but Tenant shall have no claim against Landlord or the right to deduct or set off against Tenant’s payments to Landlord under the Lease for failure to so complete construction of Landlord’s Work in the Second Amendment Additional Premises on or before such date or any other date. (B) The “Actual Substantial Completion Date” shall be defined as the date on which the Landlord’s Work in the Second Amendment Additional Premises has been Substantially Completed. “Substantial Completion" ” and “Substantially Completed” shall each mean the date on which the Landlord’s Work in the Second Amendment Additional Premises has been completed except for so-called “punch-list” items of work and adjustment of equipment and fixtures the incompleteness of which do not cause material interference with Tenant’s use of the Lease Improvements and Tenant Improvements Second Amendment Additional Premises for the Permitted Uses. After Substantial Completion, Landlord shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered proceed diligently to Landlord and Tenant), with the exception of any complete all “punch-list list” items within thirty (together with agreement 30) days after the occurrence of Substantial Completion (except for the timing of completion of such punchlong-list items) and any Tenant fixtureslead items or items which can only be performed during certain seasons or weather, workstations, built-in furniture, or equipment to which items shall be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur completed diligently as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate season and/or weather permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list work.

Substantial Completion. For purposes Landlord shall use commercially reasonable efforts to cause the Landlord’s Work to be “substantially completed” on or before (i) the scheduled date of completion of the LeasePremises set forth in the approved Construction Schedule with respect to the Landlord’s Work (the scheduled Completion Date”), “Substantial Completion" subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion Landlord’s Work, unavailability or shortages of construction materials or other problems in obtaining materials necessary for performance of the Landlord’s Work or any other matter beyond the control of Landlord (or beyond the control of Landlord’s contractors or subcontractors performing the Landlord’s Work) and also subject to “Tenant Delays” (as defined and described in Paragraph 6 of this Work Letter). The Landlord’s Work shall be deemed to be “substantially completed” for all purposes under this Work Letter and the Lease Improvements if and Tenant Improvements in the Premises, as certified in writing by the Architect with when Landlord’s architect issues a written approval by the Tenant Rep (with such certification and approval delivered certificate to Landlord and Tenant), certifying that the Landlord’s Work has been substantially completed (i.e., completed except for “punchlist” items listed in such architect’s certificate) and reasonably approved by Tenant in substantial compliance with the exception Working Drawings and Landlord has obtained a certificate of any punch-list items (together occupancy or “signed off’ job cards with agreement for respect to the timing respective portion of completion the Landlord’s Work. If the applicable portion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment the Landlord’s Work is not deemed to be installed by Tenant substantially completed on or under before the supervision of scheduled Commencement Date (a) Landlord agrees to use reasonable efforts to complete the Contractors, all as verified by Tenant Rep which verification shall occur Landlord’s Work as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; thereafter, (b) Landlord’s assignment of warranties the Lease shall remain in full force and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; effect, (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion shall not be deemed to be in breach or default of the Lease Improvements or this Work Letter as a result thereof and Landlord shall have no liability to Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate result of any delay in occupancy (without conditions other than conditions relating to matters that are set forth in the punch listwhether for damages, abatement of Rent or otherwise); , and (d) evidence that except in the costs event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Commencement Date of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment Lease Term as specified in Section 1.5 of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ Lease shall be extended to the date on which the Landlord’s Work is deemed to be substantially completed. Landlord agrees to furnish a final lien waiver from such contractor not later than 10 days use reasonable diligence to complete all punchlist work listed in the aforesaid architect’s certificate promptly after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list worksubstantial completion.

Substantial Completion. For purposes Landlord’s N2 Work, Tenant’s N2 Work, Landlord’s N3 Work and Tenant’s N3 Work, as applicable, shall be deemed to be substantially complete if such work is completed in compliance with the Building N2 Plans or Building N3 Plans, as applicable, and all applicable laws and regulations, subject only, following Tenant’s inspection thereof, to adjustments, cosmetic finishing work or “punch list” items for such work remaining incomplete. By no later than ten (10) days after Landlord notifies Tenant of its completion of Landlord’s N2 Work, Tenant’s N2 Work, Landlord’s N3 Work or Tenant’s N3 Work, as applicable, the Tenant shall inspect such work and furnish to the Landlord a punch list of such items of construction which are then incomplete or defective and which require correction by the General Contractor. The Landlord agrees to use its commercially reasonable efforts to cause such punch list items to be corrected within thirty (30) days of receipt of the Leasepunch list, “Substantial Completion" or such longer period as is reasonably required if the nature of the Lease Improvements and corrective work cannot be performed within thirty (30) days. If the Building N2 Work or the Building N3 Work, as applicable, is delayed for any of the reasons set forth in parts (i) through (v) below (each, a “Tenant Improvements Delay”), the Building N2 Work or the Building N3 Work, as applicable, shall occur uponbe deemed to have been substantially completed at the time it would have been completed if not for such delay: (ai) completion a material default or delay in meeting a deadline by Tenant under the terms of construction this Lease; (ii) changes to any of Building N2 Plans or the Lease Improvements and Building N3 Plans requested by Tenant Improvements after approval of same by Landlord (which delay shall be identified by Landlord at the time of Landlord’s approval); (iii) a request by Tenant for materials, fixtures or installations other than those in Landlord’s building standard or those contained in the PremisesBuilding N2 Plans or Building N3 Plans, as certified applicable, or as set forth in writing Exhibit G-1 or Exhibit G-2 (which request shall be identified by Landlord at the Architect with written approval by time of Landlord’s approval); (iv) the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception performance of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, work or equipment to be installed installations by Tenant or under by contractors hired by Tenant; or (v) any other act or omission caused by or on behalf of Tenant, its contractors, agents, servants or employees which delay the supervision construction, including the failure of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a to have used commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that efforts to cooperate in reaching the Premises are ready for a final walk-through in order to confirm completion and specified benchmarks by the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are applicable deadlines set forth in the punch list); (d) evidence that Master Timeline or the costs of the Leasehold Improvements have been paid; and (e) receipt Building N3 Master Timeline as applicable, but excluding any bona fide action by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees exercising its expressly granted rights pursuant to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of this Lease which has the corresponding construction contracteffect of causing such a delay. If the Building N2 Work or the Building N3 Work, as applicable, is delayed for any of the reasons set forth in parts (i) through (v) below (each, a “Landlord Delay”) such that the said Work is not complete by forty-five (45) days after the completion date for such work as set forth in the Building N2 Master Timeline with respect to the Building N2 Work and with respect to the Building N3 Work, the completion date for such work as set forth in the Building N3 Master Timeline, Tenant shall be granted a one (1) day credit of Annual Fixed Rent (calculated based on 61,895 rental rentable square feet) for each one (1) day of Landlord Delay beyond such forty-fifth (45th) day, such credit to be immediately applicable to any Annual Fixed Rent due Landlord from Tenant (i) a material default or delay in meeting a deadline by Landlord under the terms of this Lease; (ii) changes to any of Building N2 Plans or the Building N3 Plans requested by Landlord after approval of same by Landlord; (iii) a request by Landlord for materials, fixtures or installations other than those contained in the Building N2 Plans or Building N3 Plans, as applicable, or as set forth in Exhibit G-1 or Exhibit G-2 or (iv) any other act or omission caused by or on behalf of Landlord, its contractors, agents, servants or employees which delay the construction, including the failure of Landlord to have used commercially reasonable efforts to cooperate reasonably in connection with reaching the completion specified benchmarks by the applicable deadlines set forth in the Master Timeline, but excluding any action by Landlord exercising its rights pursuant to the terms of such punch-list workthis Lease.

Substantial Completion. For purposes of the Lease, “Substantial Completion" ” of each Sub-Phase shall be deemed to have occurred upon the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements relevant Landlord’s Work and Seismic Work related to such Sub-Phase and the Tenant Improvements in the Premisesfor such Sub-Phase, as certified in writing evidenced by a Certificate of Substantial Completion executed by Architect, and receipt of final signed-off “job cards” or “inspection cards” from the Architect with written approval by the Tenant Rep (with City of Oakland covering such certification and approval delivered Sub-Phase subject only to Landlord and Tenant), with the exception correction or completion of any punch-punch list items (together with agreement for the timing “Punchlist Items”), which items may include items of completion missing, incomplete or defective work or materials or mechanical maladjustments that are of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following Tnature that they do not material interfere with ▇▇▇▇▇▇’s receipt occupancy of written notice from the Premises. Prior to Substantial Completion, Landlord that and Tenant shall mutually inspect the Premises are ready for included in each Sub-Phase and perform a final walk-through in order to confirm completion and the content of the punchapplicable Sub-Phase to draw up a list and completion of Tenant’s walk-through; the Punchlist Items (b) Landlord’s assignment of warranties and guaranties described which Punchlist Items shall be accepted in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) writing by Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, shall use commercially reasonable efforts to withhold from Contractor, a sum equal to complete the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing Punchlist Items within thirty (such approval not to be unreasonably withheld, delayed, denied, or conditioned)30) days thereafter; provided, however, such time period may be extended to a period of ninety (90) days for Punchlist Items that cannot be commercially reasonably completed with diligence within thirty (30) days. Landlord is shall cooperate with Tenant to allow Tenant access to the Sub-Phase so being delivered immediately prior to Substantial Completion to enable Tenant to commence certain operational readiness activities, such as lighting network, testing connections, installing furniture, fixtures, equipment, when reasonably practicable; so long as such entry does not required to breach interfere with Landlord’s work in the terms Premises or in the Building; provided, however, (a) the provisions of the corresponding construction contract. Lease, other than with respect to the payment of Base Rent or Additional Rent, shall apply during such early entry, including, but not limited to, the provisions relating to Tenant’s indemnification of Landlord, (b) prior to any such entry, Tenant shall provide evidence of the insurance to be provided by Tenant pursuant to the Lease, and (c) Tenant’s early access and activities shall not be permitted to interfere with the schedule for, or undertaking of, any work being performed by Landlord in the Premises and in the Building and Tenant shall cooperate reasonably in connection coordinate with the completion of Landlord and Landlord’s contractor(s) to ensure that no such punch-list workinterference occurs.

Substantial Completion. For purposes 12.1.1 When the Builder believes that the Work is Substantially Complete, it shall notify the Owner and the Professional that the Work is ready for a Substantial Completion inspection. The Builder shall endeavor to give the Owner and the Professional notice two (2) weeks prior to the predicted Substantial Completion inspection date(s). 12.1.2 Upon receipt of notification from the Builder, the Professional will coordinate with the Owner and the Builder date(s) for inspection(s) of the LeaseWork to determine whether the Work is Substantially Complete. 12.1.3 Prior to such inspections, the Builder shall develop a comprehensive list of known discrepancies, deficiencies, or incomplete Work (i.e., the “punchlist”). 12.1.4 At inspection(s) to determine whether the Work is Substantially Complete, the Professional, the Commissioning consultant(s), the Owner, and other governing or concerned entities will: (i) inspect the Work; (ii) create or append punchlists; (iii) review the overall status of the Work and any outstanding or deficient issues; and (iv) determine whether Substantial Completion of the Work has occurred. 12.1.5 If the Work is determined not to be Substantially Complete, the Work shall be prosecuted until the Work is Substantially Complete and the inspection process shall be repeated at no additional cost to the Owner until the Work is determined to be Substantially Complete. Builder will be responsible for costs of the Owner’s consultants associated with premature or failed inspections. 12.1.6 On or prior to the required date of Substantial Completion" , the Builder shall deliver to Owner reports, extra materials, and other necessary documents and items for the Owner’s occupancy and use of the Lease Improvements Work for its intended purpose. These documents and Tenant Improvements shall occur upon: items are enumerated on the Owner’s website (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L.▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇.▇▇▇ receives ▇.▇▇▇). The Professional will review such documentation and items, and will inform the Prepaid RentOwner and the Builder of any deficiencies. 12.1.7 When the Owner, the Builder, and the Professional agree that the Work has passed Substantial Completion inspection(s) and the Builder has produced the required Substantial Completion documentation and items, they shall each sign the Owner’s standard Certificate of Substantial Completion form, declaring the Work Substantially Complete and establishing the actual date of Substantial Completion. Landlord agreesThe Certificate of Substantial Completion shall also be accompanied by a final, notwithstanding Tenant’s payment consolidated punchlist. 12.1.8 If the Work is commissioned through the services of Prepaid Renta Commissioning consultant, to withhold from Contractor, such Commissioning – including functional performance tests – shall be completed as a sum equal pre-requisite to the cost Work being declared Substantially Complete, provided Builder shall not be responsible for delays in Commissioning not the fault of Builder. 12.1.9 The Builder shall provide the Owner with operation and maintenance documents not less than forty-five (45) calendar days prior to the required date of Substantial Completion to allow adequate time for review, correction, and training of the work Owner’s personnel prior to Commissioning and materials set forth on the foregoing punch-list Owner’s occupancy of the Project. 12.1.10 The Builder shall meet with the Owner’s personnel prior to the required date of Substantial Completion to familiarize and train them with respect to pay such sum maintenance and use of the Project. All training sessions shall be recorded (audio and visual), with copies provided to Contractor only asthe Owner. 12.1.11 The date of Substantial Completion shall fix the commencement date of warranties and guaranties and allocate between the Owner and the Builder responsibility for security, whenutilities, damage to the Work, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workinsurance.

Substantial Completion. For purposes of the Lease, “Each Building shall be deemed "Substantially Complete" or to have achieved "Substantial Completion" upon the substantial completion of the Lease Improvements Base Building and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), accordance with the exception Plans and Specifications subject only to the completion of any minor punch-list items (together that will not interfere with agreement Tenant's use and occupancy of the Premises for Tenant's permitted use under the timing of Lease. Upon substantial completion of the Tenant Improvements, Landlord shall notify Tenant in writing and, within ten (10) business days of Tenant's receipt of such notice, Landlord and Tenant shall conduct a "walk through" inspection of the Premises and prepare a punch-list items) and any Tenant fixtures, workstations, built-in furniture, of known or equipment apparent deficiencies or incomplete work required to be installed corrected or completed by Tenant Landlord pursuant to the Plans and Specifications. Landlord, at Landlord's sole cost and expense, shall cause all punch-list items to be repaired or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur completed as soon as reasonably practicable possible, but in a commercially reasonable manner no event later than thirty (30) days following T▇▇▇▇▇’s receipt of written notice from the walk through inspection. If Landlord that the Premises are ready for a final walk-through in order fails to confirm completion and the content complete any of the punch-list items within such 30- day period, then Tenant, in addition to its other rights and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor remedies under the Tenant Improvements Construction Contract that is conditioned only upon payment of Lease, after giving ten (I 0) business days written notice to Landlord, shall have the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor right, but not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rentobligation, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of cause such punch-list workitems to be completed, with the cost thereof plus ten percent (10%) for Tenant's overhead and supervision to be deducted from the next installment(s) of rent or other amounts payable by Tenant under the Lease. Latent or hidden defects shall he brought to Landlord's attention promptly upon Tenant's becoming aware of such defects. Landlord, at Landlord's (or General Contractor's where applicable) sole cost and expense, shall promptly cause such defects to be repaired following receipt of notice thereof, and Tenant shall have the same rights with respect thereto as set forth herein for all other punch-list items.

Substantial Completion. For purposes As used herein, the term "SUBSTANTIALLY COMPLETED" shall mean (i) that in the opinion of the Leasearchitect or space planner that prepared the Final Plans set forth in a certificate of substantial completion, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements such improvements have been completed in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), accordance with the exception Final Plans and the Legal Requirements applicable to temporary certificates of any punch-list items (together with agreement for the timing of completion of such punch-list items) occupancy and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order good and satisfactory condition subject only to confirm completion and the content of the punch-list and completion of Tenant’s walk-throughminor punch list items; and (bii) Landlord’s assignment the City of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant Carrollton shall have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a issued its temporary certificate of occupancy for such improvements (without conditions or other than conditions relating City consent to matters that are set forth in the punch list); (d) evidence that the costs Lessee's occupancy of the Leasehold Premises). The date the last such event occurs shall be the date on which substantial completion shall be deemed to occur, subject to a different determination in accordance with the terms of this Paragraph 1. Upon Lessor's request, Lessee shall execute and deliver to Lessor a Letter of Acceptance of delivery of the Premises. As soon as the Improvements have been paid; and substantially completed, Lessor shall so notify Lessee. If Lessee wishes to dispute that the Improvements have been completed substantially in accordance with the Final Plans, Lessee shall notify Lessor within fifteen (e15) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives Lessor's notice of substantial completion, providing the Prepaid Rentspecific grounds for Lessee's determination. Landlord agreesLessor and Lessee shall attempt to resolve their disagreements as to substantial completion promptly, notwithstanding Tenant’s payment but if they are unable to do so within thirty (30) days after Lessee's notice to Lessor, either party shall have the right thereafter to commence Binding Arbitration to resolve the dispute as to substantial completion and determine the date of Prepaid Rentsubstantial completion as well as the parties' rights and obligations under this Lease determined by such date, to withhold from Contractor, a sum equal in accordance with and subject to the cost terms and conditions of this Lease. The date determined by the work arbitrator through Binding Arbitration, with reference to the terms and materials set forth on conditions of this Lease relevant to substantial completion? shall be the foregoing punch-list and to pay such sum to Contractor only as, whendate of substantial completion under this Lease for all purposes, and to the extent parties shall be otherwise bound by the work corresponding thereto is completed to award entered in the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workBinding Arbitration.

Substantial Completion. For purposes Landlord shall notify Tenant in writing at least five (5) Business Days in advance of the estimated date of Substantial Completion. If Tenant believes that Substantial Completion has not occurred, Tenant shall notify Landlord in writing of its objections within ten (10) Business Days after its receipt of the Landlord's notice described in the preceding sentence. Landlord shall have a reasonable time after its receipt of Tenant's notice in which to take such action as may be necessary to achieve Substantial Completion, and shall notify Tenant in writing when such has been completed. Taking of possession by Tenant shall establish the date of Substantial Completion as specified in the definition of that term and the establishment of such fact upon the taking of possession shall occur even if Tenant disputes whether Substantial Completion has occurred or attempts to condition or qualify the taking of possession. Such taking of possession shall further establish that the Base Building is in good and satisfactory condition when possession was so taken. Tenant acknowledges that no representations as to the condition of the Premises or Base Building have been made by Landlord, unless such are expressly set forth in this Lease. In the event of any dispute as to whether Substantial Completion has occurred, the certificate of Landlord's general contractor shall be conclusive, except that any delay in receipt of such certificate or in Substantial Completion which is caused by Tenant or Tenant's Agents shall be charged to Tenant in the amount of the daily Base Rent multiplied by the number of days of such delays. If on the date of Substantial Completion, Punch List Work remains to be completed, Landlord and Tenant shall agree on such Punch List Work and Landlord will diligently complete such Punch List Work. In no event shall Tenant's refusal or failure to agree on the nature and extent of Punch List Work or the existence of items of Punch List Work delay or postpone the occurrence of the date of Substantial Completion or the Commencement Date. If the estimated date of Substantial Completion changes at any time after Landlord has given notice pursuant to this Paragraph, then Landlord shall give at least five (5) Business Days advance notice of the new estimated date of Substantial Completion. If Substantial Completion has not occurred on or before October 1, 2000 (the "First Deadline Date"), Tenant shall have the right, as its sole remedy, to one (1) day of Base Rent abatement, commencing upon the Commencement Date, for each day that the date of Substantial Completion extends beyond the First Deadline Date; provided however, that, notwithstanding anything to the contrary contained in this Lease, in no event shall Tenant receive more than sixty (60) days of Base Rent abatement pursuant to this Section 2.5, and the initial Lease Term shall be extended one (1) day for each day of Base Rent abatement that Tenant receives pursuant to this Section 2.5. Notwithstanding anything to the contrary contained in this Lease, the First Deadline Date shall be extended for any delays in Substantial Completion caused by any acts or omissions of Tenant or Tenant's Agents, force majeure event (as set forth in Section 6.8 below) or governmental delay. If Substantial Completion has not occurred on or before December 31, 2000 (the "Second Deadline Date"), Tenant shall have the right, as its sole remedy, to terminate this Lease by notifying Landlord in writing of such election within five (5) Business Days after the Second Deadline Date, but prior to Substantial Completion. In the event of any such termination, neither Landlord nor Tenant shall have any rights, liabilities or obligations accruing under the Lease after the effective date of termination, except for such rights and liabilities which, by the terms of this Lease or at law, are obligations of the Tenant or Landlord which expressly survive the expiration of the Lease, “and any prepaid amount that has not been properly applied by Landlord shall be promptly returned to Tenant. Notwithstanding anything to the contrary contained in this Lease, the Second Deadline Date shall be extended for any delays in Substantial Completion" Completion caused by any acts or omissions of Tenant or Tenant's Agents, force majeure event (as set forth in Section 6.8 below) or governmental delay; provided however, that the Lease Improvements and Tenant Improvements Second Deadline Date shall occur upon: (a) completion not be extended as a result of construction of any failure to enter into the Lease Improvements and Tenant Improvements in the PremisesEdison Lease, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence immediately following paragraph. Landlord hereby represents and warrants to Tenant that the costs failure of Landlord to enter into either the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from Edison Lease or the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not side yard agreement to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably executed in connection with the completion Edison Lease (the "Yard Agreement") shall not in and of such punchitself preclude the issuance of the certificate of occupancy, or the equivalent sign-list work.off by the appropriate building inspector, with respect to the Premises. In the event that after

Substantial Completion. For purposes Landlord shall cause the Work to be “substantially completed” on or before (i) the 3rd Floor North Scheduled Completion Date, and (ii) the 3rd Floor South Scheduled Completion Date, subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the LeaseWork, “Substantial Completion" unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Lease Improvements Work or any other matter beyond the control of Landlord (or beyond the control of Landlord’s contractors or subcontractors performing the Work) and also subject to “Tenant Improvements Delays” (as defined and described in Paragraph 6 of this Work Letter). The Work shall occur upon: (a) completion of construction of be deemed to be “substantially completed” for all purposes under this Work Letter and the Lease Improvements if and Tenant Improvements in the Premises, as certified in writing by the Architect with when Landlord’s architect issues a written approval by the Tenant Rep (with such certification and approval delivered certificate to Landlord and Tenant), certifying that the Work has been substantially completed (i.e., completed except for “punchlist” items listed in such architect’s certificate) and reasonably approved by Tenant in substantial compliance with the exception Working Drawings and Landlord has obtained a certificate of any punch-list items (together occupancy or “signed off” job cards with agreement for respect to the timing respective portion of completion the Work. If the applicable portion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment the Work is not deemed to be installed by Tenant substantially completed on or under before the supervision scheduled date of the Contractors, all as verified by Tenant Rep which verification shall occur 3rd Floor North Commencement Date or the Third Floor South Scheduled Completion Date(a) Landlord agrees to use reasonable efforts to complete the Work as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; thereafter, (b) Landlord’s assignment of warranties the Lease shall remain in full force and guaranties described effect, except as otherwise provide in Section 3.2 of this Work Letter and delivery of same to Tenant; the Lease, (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion shall not be deemed to be in breach or default of the Lease Improvements or this Work Letter as a result thereof and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy except as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent expressly provided in the work corresponding thereto is completed Lease, Landlord shall have no liability to Tenant as a result of any delay in occupancy (whether for damages, abatement of Rent or otherwise), and (d) except to the approval extent of Tenant Delays, and Tenant has notified Landlord thereof notwithstanding anything contained in writing (such approval not the Lease to the contrary, the 3rd Floor North Commencement Date of the Lease Term as specified in Section 1.5 of the Lease shall be extended to the date on which the Work is deemed to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contractsubstantially completed. Landlord and Tenant shall cooperate reasonably agrees to use reasonable diligence to complete all punchlist work listed in connection with the completion of such punch-list workaforesaid architect’s certificate promptly after substantial completion.

Substantial Completion. For purposes Landlord shall cause the Tenant Improvements to be “substantially completed” on or before the Rent Commencement Date as specified in Subsection 1.1.D.(2) of the Lease, “Substantial Completion" subject to delays caused by strikes, lockouts, boycotts or other labor problems, casualties, discontinuance of any utility or other service required for performance of the Lease Tenant Improvements, unavailability or shortages of materials or other problems in obtaining materials necessary for performance of the Tenant Improvements or any other matter beyond the reasonable control of Landlord (or beyond the reasonable control of Landlord’s contractors or subcontractors performing the Landlord Improvements and the Tenant Improvements) and also subject to “Tenant Delays” (as defined and described in Paragraph 6 below of this Schedule B). The Tenant Improvements shall occur upon: be deemed to be “substantially completed” for all purposes under this Schedule B and the Lease if and when (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with Landlord’s architect issues a written approval by the Tenant Rep (with such certification and approval delivered certificate to Landlord and Tenant, certifying that the Tenant Improvements have been substantially completed (i.e., completed except for Punchlist Items (as defined below), with ); and (b) the exception Tenant Improvements have been sufficiently completed to allow Tenant’s use of any punch-list items (together with agreement the Premises for the timing uses permitted under the Lease. For purposes of completion this Lease, “Punchlist Items” shall mean any punchlist items specified in the certificate of such punch-Landlord’s architect referenced above together the list items) and any of punchlist items mutually agreed upon between the parties. If the Tenant fixtures, workstations, built-in furniture, or equipment Improvements are not deemed to be installed by Tenant substantially completed on or under before the supervision Rent Commencement Date as specified in Subsection 1.1.D.(2) of the ContractorsLease, all as verified by (a) Landlord agrees to use reasonable efforts to complete the Tenant Rep which verification shall occur Improvements as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; thereafter, (b) Landlord’s assignment of warranties the Lease shall remain in full force and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; effect, (c) Landlord shall not be deemed to be in breach or default of the Lease or this Schedule B as a result thereof and Landlord shall have no liability to Tenant have received all appropriate permitsas a result of any delay in occupancy (whether for damages, certification abatement of Rent or otherwise), and approvals from all governmental authorities regarding (d) except in the event of Tenant Delays, and notwithstanding anything contained in the Lease to the contrary, the Rent Commencement Date as specified in Subsection 1.1.D.(2) of the Lease shall be extended to the date on which the Tenant Improvements are deemed to be substantially completed. At the request of either Landlord or Tenant in the event of such extensions in the commencement and expiration dates of the term of the Lease, Tenant and Landlord shall execute and deliver an amendment to the Lease reflecting such extensions. Landlord shall complete the Punchlist Items within a commercially reasonable period of time following substantial completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workImprovements.

Substantial Completion. For purposes of When the Lease, “Construction Manager considers that the Work has reached Substantial Completion" of , it shall submit a request to the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇District’s receipt of written notice from Landlord that the Premises are ready Project Manager for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other Substantial Completion. Substantial Completion must occur not later than conditions relating to matters that are the date set forth in the punch list); (d) evidence applicable GMP Amendment, subject to modification by changes in the Contract Time according to Article 6 below. A prerequisite for Substantial Completion, over and above the extent of construction completion required, is receipt by the District of acceptable documentation that Construction Manager has successfully tested and demonstrated all systems for their intended uses. In consultation with the costs Project Designers, the District shall determine when the Project and the Construction Manager’s Work is substantially complete. The Substantial Completion date shall be confirmed by a Certificate of Substantial Completion signed by the District and Construction Manager. The Certificate of Substantial Completion shall state the respective responsibilities of the Leasehold Improvements have been paid; District and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees Manager for security, maintenance and damage to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials insurance. The Certificate of Substantial Completion shall also include the Punch List as created by the Construction Manager and modified by the Project Designers in consultation with the District and establish the time for completion and correction of all Punch List items. The Construction Manager shall proceed promptly to complete and correct Punch List items. Failure to include an item on the Punch List does not alter the responsibility of the Construction Manager to complete all Work in accordance with the Contract Documents. If the District and the Construction Manager cannot agree as to the appropriate Substantial Completion date, such issue shall be submitted for dispute resolution in accordance with the procedures set forth in Article 13 below. Notwithstanding such disagreement, the Construction Manager shall diligently proceed with completion of the Punch List items. Warranties required by the Contract Documents shall commence on the foregoing punch-list and to pay such sum to Contractor only as, when, and to Substantial Completion date or designated portion thereof unless otherwise provided in the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workContract Documents.

Substantial Completion. For purposes 9.7.1 Substantial Completion is the stage in the progress of the LeaseWork when all required occupancy permits have been issued and the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. The date of Substantial Completion is September 1, “2025. 9.7.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Owner and or Owner’s Architect/Engineer a notice that the Contractor believes that the Work is substantially Complete. This notice shall include a comprehensive punch list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 9.7.3 Upon receipt of the Contractor’s list, the Architect/Engineer and Owner jointly will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion" , complete or correct such item upon notification by the Architect/Engineer. In such case, the Contractor shall then submit a request for another inspection by the Architect/Engineer to determine Substantial Completion. 9.7.4 When the Owner and/or the Owner’s Architect/Engineer agrees with the Contractor that the Substantial Completion of the Lease Improvements and Tenant Improvements Work or designated portion thereof has been met, the Architect/Engineer will prepare a Certificate of Substantial Completion that shall occur upon: (a) completion establish the date of construction Substantial Completion, shall establish responsibilities of the Lease Improvements Owner and Tenant Improvements Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish/fix all items on the Punch list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception Certificate of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workSubstantial Completion.

Substantial Completion. For purposes of the Lease, The terms “Substantial Completion" of the Lease Improvements ” and Tenant Improvements “Substantially Complete” shall occur uponmean that: (a) completion of construction of Landlord’s Tenant Improvement Work has been completed in accordance with the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), Final Plans with the exception of any punchinsubstantial details of construction, mechanical adjustment, decoration or cosmetic items, the non-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for does not materially interfere with Tenant’s use and occupancy of the Premises (collectively, the “Punch List Work”); and (b) all sanitary, plumbing, electrical, heating, ventilating and air conditioning services to the Premises are operational to the extent necessary to provide reasonably adequate service to the Premises, subject to any Punch List Work necessary to such systems; and (c) Landlord shall deliver the Premises to Tenant with Landlord’s Tenant Improvement Work having been Substantially Completed in accordance with Section 3.3 (a) above, and in such condition as evidenced shall permit Tenant to immediately occupy the Premises for Tenant’s permitted use under the Lease. Notwithstanding the foregoing, if occupancy is denied by a final certificate for the permanent occupancy thereof or a temporary certificate applicable governmental authority due solely to any item of occupancy (without Tenant’s FF&E Work not then being completed, then Landlord shall be deemed to have met the foregoing conditions other than conditions relating to matters that are set forth in the punch list(a); , (db) evidence and (c) of this Section 3.3, notwithstanding that the costs occupancy is not then available to Tenant. Landlord shall provide to Tenant written notice reasonably in advance of the Leasehold Improvements have been paid; date when Landlord believes Substantial Completion shall occur. Within ten (10) days of receipt of Landlord’s notice of Substantial Completion, Tenant shall inspect the Premises and (e) receipt by identify in writing to Landlord the Punch List Work Tenant wishes Landlord to perform. Landlord shall review such list of Punch List Work and confer with Tenant to establish a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment mutually agreeable list of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid RentPunch List Work. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to shall complete all Punch List Work within thirty (30) days following the cost of the work and materials set forth date on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. which Landlord and Tenant shall cooperate reasonably in connection with agree on the completion list of such punch-list workPunch List Work.

Substantial Completion. Landlord shall give Tenant at least twenty (20) days prior written notice of the date that Landlord reasonably anticipates that the Landlord Work and Tenant Improvements will be Substantially Complete (as defined below); provided, however, Landlord’s failure to accurately estimate such date shall in no event affect the actual date of Substantial Completion or any other obligations of Landlord or Tenant hereunder. For purposes of the this Lease, “Substantial Completion" ” shall occur upon the completion of the Lease Improvements and Tenant Improvements shall occur uponlast of the following to occur: (ai) the completion of construction of the Lease Improvements Landlord Work and the Tenant Improvements in substantially pursuant to the Premises, Approved Working Drawings for such Tenant Improvements (each as certified in writing reasonably determined by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and TenantArchitect), with the exception of any punch-punch list items which do not impair Tenant’s ability to occupy the Premises for their contemplated use, (together with agreement for ii) the timing acquisition of completion a certificate of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, occupancy or equipment to be installed by Tenant or under the supervision its legal equivalent allowing occupancy of the ContractorsPremises (a “Sign Off”), (iii) all as verified base building systems are operational and fully-commissioned except to the extent effected by the Tenant Rep Improvements, which verification commissioning shall occur be part of the punchlist described below, (iv) delivery of the Premises to Tenant, and (v) delivery of a certificate of substantial completion from the Architect confirming the matters set forth in the foregoing clause (i). In the event that the Sign Off is not a final certificate of occupancy, Landlord shall diligently prosecute the work necessary to achieve a full certificate of occupancy and use commercially reasonable efforts to obtain such full certificate of occupancy as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workSubstantial Completion.

Substantial Completion. For purposes Landlord will use commercially reasonable efforts to achieve Substantial Completion of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of on or before March 1, 2009, subject to Tenant Delays, delays in agreement on the construction of the Lease Improvements drawings and Tenant Improvements in the Premisesspecifications, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification third party and approval delivered to Landlord and Tenant)government approvals, with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) disputes between Landlord and Tenant have received all appropriate permitsand Force Majeure Delays. If Landlord is unable to achieve Substantial Completion on or before March 1, certification 2009, as extended for Tenant Delays, delays in agreement on the construction drawings and specifications, third party and government approvals from all governmental authorities regarding completion of the Lease Improvements and disputes between Landlord and Tenant Improvements and Force Majeure Delay, Tenant shall receive a credit to Minimum Annual Rent equal to one (1) day of Minimum Annual Rent for each day thereafter for which Landlord is unable to achieve Substantial Completion, which credits shall be applied to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon first payment of the Prepaid Minimum Annual Rent; it being understood that L▇▇▇▇▇▇▇ agrees . If Landlord is unable to furnish a final lien waiver from such contractor achieve Substantial Completion on or before May 31, 2009, as extended for Tenant Delays (but not Force Majeure Delay), Tenant may immediately terminate this Lease by written notice to Landlord no later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid RentJune 7, 2009 as its sole and exclusive remedy. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, shall not liable to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, for any resulting loss or conditioned)damage; provided, however, that Landlord is (a) will appropriately adjust the Commencement Date and (b) agrees that the Minimum Annual Rent credit referenced in the immediately preceding paragraph shall remain in the event Tenant does not required elect to breach terminate. Alternatively, if Landlord reasonably believes that it will be unable to achieve Substantial Completion on or before May 31, 2009, as extended for Tenant Delays, delays in agreement on the terms construction drawings and specifications, third party and government approvals and disputes between Landlord and Tenant, Landlord may provide written notice of the corresponding construction contractsame to Tenant, upon which Tenant may within fifteen (15) days of receipt of such notice, terminate this Lease by written notice to Landlord as its sole and exclusive remedy and Landlord shall promptly return to Tenant all prepaid rent previously paid to Landlord. In the event Tenant has not terminated within such time periods set forth above, this Lease shall remain in full force and effect. Landlord shall not liable to Tenant for any resulting loss or damage; provided, however, that Landlord will appropriately adjust the Commencement Date. Landlord shall deliver the Premises to Tenant clean and Tenant shall cooperate reasonably in connection with the completion free of such punch-list workdebris.

Substantial Completion. For purposes 5.1 Landlord shall obtain building permits to construct the Tenant Improvements. The work for the Tenant Improvements shall be performed in a good and workmanlike manner, using new and high quality materials. Landlord shall obtain or cause the contractor to obtain prior to the commencement of any construction all required building permits as required by the governing municipality, and customary commercial general liability and builders risk insurance, Tenant and its employees, agents and other representatives shall be granted reasonable access to the demised Premises and permitted to Inspect the work during normal business hours throughout the duration of the construction process, as long as Tenant and its employees, agents and other representatives shall not interfere with Landlord's contractors or their subcontractors work, and shall comply with all reasonable rules and regulations established by Landlord for the protection and completion or Landlord's work. 5.2 The Tenant Improvements shall be deemed substantially completed when the Tenant improvements per the Space Plan are substantially completed, a certificate of occupancy issued, the Premises are in a broom-clean condition, and Tenant has reasonable access to same. 5.3 Landlord shall use its best efforts to substantially complete construction of the Tenant improvements on or before the date (the "Estimated Substantial I Completion Date") that is October 16, 2000, provided that for every day that Tenant is late in delivering the $22,000.00 contribution described in Section 1.3 above automatically extends the Estimated Substantial Completion Date, but without extending the Commencement Date (notwithstanding any contrary provisions in the Lease). INITIAL 5.4 If Landlord shall be delayed at any time in the progress of the construction of the Tenant Improvements by extra work, changes in construction ordered by Tenant, or by strikes, lockouts, fire, delay in transportation, unavoidable casualties, rain or weather conditions, or by any other cause beyond Landlord's reasonable control, then the Estimated Substantial Completion Date shall be extended by the period of such delay. However, notwithstanding the above, and subject to any qualifying provisions in the Lease, “Substantial Completion" and of delays caused by either the Lease Improvements Tenant and or City or County, should Landlord not be able to substantially complete the construction of Tenant Improvements shall occur upon: (a) completion as provided above due to a negligent eel or omission on the part of construction of either Landlord and or its contractor's actions. then for each day Landlord fails to substantially complete the Lease Improvements and Tenant Improvements in the Premises, the Tenant shall be credited one day of free rent for each day the substantial completion of Tenant Improvements exceeds the Estimated Substantial Completion Date as certified provided in writing Paragraph 6.3 above. 8.5 In the event that the Tenant Improvements are not substantially completed by the Architect with written approval by Estimated Substantial Completion Date, the Lease shall not be invalid. but rather Landlord shall substantially complete the Tenant Rep (with such certification Improvements as soon thereafter as is possible and approval delivered Landlord shall not be liable to Landlord and Tenant), with the exception Tenant for damages in any respect whatsoever. The existence of any punch-list items (together with agreement for the timing of completion of such punch-"punch list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all ," as verified by Tenant Rep which verification per Section a herein shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding not delay substantial completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate purposes of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs Article 4 of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list worklease.

Substantial Completion. For purposes The “Substantial Completion Date” shall be the date that (i) Landlord, its architect, engineer or construction manager determines that Landlord’s Work has been completed, except for (1) finishing details, minor omissions, mechanical adjustments, and similar items of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any type customarily found on an architectural punch-list items (together with agreement for the timing of “Punch-List Items”), the correction or completion of such punch-list itemswhich will not substantially interfere with Tenant’s occupancy and use of the Premises; and (2) and any Tenant trade fixtures, workstations, telecommunications or computer cabling or built-in furniture, furniture or equipment to be installed by Tenant (“Substantial Completion”) and (ii) Tenant is legally permitted to occupy the Premises (as evidenced by a temporary or under final certificate of occupancy, or final inspection and sign-off on the supervision job card for Landlord’s Work, or reasonable equivalent); provided, however, (i) if Landlord is delayed in completing Landlord’s Work or in delivering possession of the ContractorsPremises to Tenant as a result of any Tenant Delay, all as verified by the Substantial Completion Date shall be deemed to have occurred on the date the Substantial Completion Date would have occurred in the absence of such Tenant Rep which verification shall occur as soon Delay, as reasonably practicable determined by Landlord or Landlord’s architect; and (ii) if Tenant takes possession and commences business operations in the Premises prior to the Substantial Completion Date, the Substantial Completion Date shall be deemed to have occurred on the date Tenant commences business operations in the Premises. Tenant shall be responsible for and shall pay any costs and expenses incurred by Landlord in connection with, or as a commercially reasonable manner following Tconsequence of, any Tenant Delay. As used in this Lease, the term “Tenant Delay” means a delay in the completion of Landlord’s Work or the delivery of possession of the Premises to Tenant, to the extent caused by the act, omission, neglect or failure of Tenant or any of Tenant’s agents, employees, contractors or subcontractors, including, without limitation, to the extent caused by Change Order Requests. THIS CONFIRMATION AGREEMENT is entered into as of , 20 by and between CarrAmerica Realty Corporation, a Maryland corporation (“Landlord”), and Pericom Semiconductor Corporation, a California corporation (“Tenant”), with respect to that certain Lease dated as of October 27, 2003 (the “Lease”) respecting certain premises (the “Premises”) located in the building known as ▇▇▇▇ ▇▇▇▇▇ ▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇, ▇▇▇▇▇▇▇ receives the Prepaid Rent▇▇▇▇. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, Pursuant to withhold from Contractor, a sum equal to the cost Section 1.A of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only asLease, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant hereby confirm and agree that the Commencement Date (as defined in the Lease) is , 20 and that the Termination Date (as defined in the Lease) is , 20 . This Confirmation Agreement supplements, and shall cooperate reasonably in connection with be a part of, the completion of such punch-list workLease.

Substantial Completion. For purposes of the Lease, “Substantially Completed” or “Substantial Completion" of ” means that (i) Landlord has completed the Lease Improvements Base Building/Site Work in accordance with the Final Building and Tenant Improvements shall occur upon: Site Plans and the Finish Work in accordance with the Working Plans, except for (ax) completion minor elements of construction or installation that will not unreasonably interfere with Tenant’s use of the Lease Improvements and Tenant Improvements in the Premises, as certified including, without limitation, minor details of construction, or elements of site work or landscaping which, in writing by each case, do not unreasonably interfere with Tenant’s use of the Architect with written approval by the Tenant Rep Premises (with such certification and approval delivered to Landlord and Tenantcollectively, “Punch List Items”), with and (y) any part of the exception Base Building/Site Work and/or the Finish Work that is not completed due to any Tenant Delay; and (ii) Landlord has obtained a valid temporary or permanent certificate of any punch-list items (together with agreement occupancy for the timing Premises, or alternatively, Landlord has completed all Base Building/Site Work and/or Finish Work necessary to entitle Landlord to the issuance of completion a temporary or permanent certificate of such punch-list items) and occupancy other than any Base Building/Site Work and/or Finish Work that is not completed due to any Tenant fixtures, workstations, built-in furniture, or equipment Delay. If Landlord obtains a temporary certificate of occupancy pursuant to be installed by Tenant or under the supervision clause (ii) of the Contractorspreceding sentence, all as verified by Tenant Rep which verification shall occur Landlord agrees to obtain a permanent certificate of occupancy as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that after the Premises are ready for a final walk-through in order to confirm completion and the content occurrence of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned)Commencement Date; provided, however, if Landlord has completed all Base Building/Site Work and Finish Work necessary to entitle Landlord to the issuance of a permanent certificate of occupancy, but Landlord has not obtained the permanent certificate of occupancy due to any Alterations undertaken by or on behalf of Tenant or any other action of Tenant or Tenant’s Visitors, then Landlord shall be relieved of its obligation to obtain the permanent certificate of occupancy until after Tenant completes all work and/or satisfies all conditions and requirements relating to the Alteration or action of Tenant or Tenant’s Visitors that are preventing Landlord from obtaining the permanent certificate of occupancy. After Tenant completes such work and/or satisfies such conditions and requirements, Landlord shall, as soon as reasonably practicable thereafter, obtain the permanent certificate of occupancy. If the completion of the Base Building/Site Work and/or Finish Work is delayed due to any Tenant Delays, then the Commencement Date will be deemed to be the date that the Commencement Date would have occurred but for the actual number of days of Tenant Delay. Landlord shall give Tenant notice identifying any Tenant Delay within five (5) Business Days after Landlord obtains Actual Knowledge thereof, and, unless the Tenant Delay is still ongoing at the time of Landlord’s notice to Tenant, such notice shall include Landlord’s good faith estimate of the impact such Tenant Delay had or will have on the Abatement Date, Holdover Rent Date, Termination Outside Date and date of Substantial Completion. If the Tenant Delay is ongoing at the time of Landlord’s notice to Tenant advising Tenant of the Tenant Delay, Landlord shall notify Tenant of Landlord’s good faith estimate of the impact such Tenant Delay had or will have on the Abatement Date, Holdover Rent Date, Termination Outside Date and date of Substantial Completion within a reasonable period after the Tenant Delay ends. At the appropriate time during construction at which Landlord reasonably believes that Substantial Completion will occur within thirty (30) to sixty (60) days, Landlord shall give Tenant notice thereof advising Tenant that Landlord is believes that Substantial Completion will occur within thirty (30) to sixty (60) days. If Landlord requests prior to Substantial Completion (which request may be made either prior to or after the notice given to Tenant pursuant to the preceding sentence), Tenant shall reasonably cooperate with Landlord in inspecting the Premises with Landlord (and causing its architect to inspect the Premises) to identify and advise Landlord of any incomplete work or other items which Tenant believes are necessary to achieve Substantial Completion. Upon Landlord’s determination that Substantial Completion has been achieved, Landlord shall give Tenant notice thereof. If Tenant objects to any such determination made by Landlord, Tenant shall give Landlord notice, within four (4) Business Days after receiving Landlord’s notice, specifying in reasonable detail why Tenant believes Substantial Completion has not required been achieved in accordance with this Section and what work or other items need to breach the terms of the corresponding construction contractbe completed in order to achieve Substantial Completion. If Tenant fails to give such a disapproval notice within such four (4) Business Day period, then Tenant shall be deemed to have accepted Landlord’s determination that Substantial Completion has occurred. Within fifteen (15) days after Substantial Completion has occurred, Landlord and Tenant shall cooperate reasonably inspect the Premises together and jointly prepare a list of Punch List Items. Landlord shall promptly (but in connection with no event later than sixty (60) days after the list has been agreed upon, subject to Excusable Delay and except for elements of landscaping or other work that are delayed on account of cold or other adverse weather) complete the Punch List Items. If there is any Base Building/Site Work and/or Finish Work that is not completed at the time of the preparation of the initial list of Punch List Items, Tenant shall have the right, within forty five (45) days after the completion of such punch-work, to request that Landlord inspect such work with Tenant. Within thirty (30) days after receipt of such request, Landlord and Tenant shall inspect such work and jointly prepare a supplemental list workof Punch List Items. Landlord shall promptly (but in no event later than sixty (60) days after the list has been agreed upon, subject to Excusable Delay and except for elements of landscaping or other work that are delayed on account of cold or other adverse weather) complete the supplemental Punch List Items.

Substantial Completion. For purposes The term "Ready for Occupancy" shall mean the date on which substantial completion of the Lease, “Lessee Improvements has occurred. Substantial Completion" completion of the Lease Improvements and Tenant Lessee Improvements shall occur upon: (a) completion of construction be deemed to have occurred on the date the Lessee Improvements have been completed in substantial accordance with the Final Plans, except for matters not adversely affecting Lessee's use or occupancy of the Lease Improvements Premises and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-except for punch list items (together i.e., minor details of construction, mechanical adjustments or decorations which do not materially interfere with agreement Lessee's use of the Premises). The Premises shall be deemed Ready for Occupancy even though certain portions of the timing Building, which do not interfere with Lessee's efficient conduct of completion of such punch-list items) its business, have not been fully completed, and any Tenant fixtures, workstations, built-in even though Lessee's furniture, telephones, telexes, facsimiles, photocopy machines, computers and other business machines or equipment to have not been installed, the purchase and installation of which shall be installed by Tenant or under Lessee's sole responsibility. If Lessee does not furnish the supervision of necessary information and reasonably cooperate with Lessor, the Contractors, Architect and all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably persons needed in connection with the preparation for or construction of the Lessee Improvements, or does not furnish or complete, or is delayed in furnishing or completing, installation of any furniture, fixtures or equipment in or about the Premises which Lessee or Lessee's vendor or contractor is obligated to furnish or install, or does not comply with each of the time requirements of this Agreement, or any action or inaction of Lessee or Lessee's Employees causes or results in a delay in the date the Lessee Improvements would have been substantially completed, same shall be deemed to be "Lessee Delays," and the date of substantial completion of the Lessee Improvements shall be deemed to have occurred earlier by the number of days of Lessee Delays. Lessee agrees that it shall fully cooperate with Lessor, the Architect and the general contractor, if any, to the extent necessary to assure substantial completion of the Lessee Improvements as soon as is reasonably possible. Lessor warrants that the base Building mechanical, electrical, heating, ventilation and air conditioning and plumbing systems located in the Premises shall be in good working order as of the date Lessor delivers possession of the Premises to Lessee. Except to the extent caused by the acts or omissions of Lessee or by any Alterations or improvements (other than the Lessee Improvements) performed by or on behalf of Lessee, if such punch-list worksystems are not in good working order as of the date possession of the Premises is delivered to Lessee and Lessee provides Lessor with notice of the same within sixty (60) days following the date Lessor delivers possession of the Premises to Lessee, Lessor shall be responsible for repairing or restoring the same. Notwithstanding anything contained herein to the contrary, Lessee shall have six (6) months from the completion of the Lessee Improvements to be performed by Lessor in which to discover and notify Lessor of any latent defects in the Lessee Improvements. Lessor shall be responsible for the correction of any latent defects with respect to which it received timely notice from Lessee.

Substantial Completion. For purposes of the Lease, “Substantial Completion" ” shall occur when: (i) the project architect has issued a certificate in the form of AIA Document G-704 indicating that the Improvements are substantially complete in accordance with the Construction Drawings and such certificate has been confirmed by Tenant, (ii) all systems and portions of the Lease Improvements are operational as designed and the only remaining work is so minor in nature that Tenant could commence its installation of equipment and move-in process (the “Tenant Improvements shall occur upon: (aWork”) and the completion of construction the remainder of the Lease Improvements and work by Landlord would not materially interfere with the Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep Work and (with such certification iii) Landlord has obtained and approval delivered to Tenant a permanent certificate of occupancy for the Improvements. When Landlord believes that Substantial Completion has been achieved, Tenant and Tenant), with Landlord shall conduct an inspection of the exception of any Leased Premises within five (5) days after such date in order to develop a punch-list of incomplete, minor detail items (together with agreement for the timing of completion of such punch“Punch-list itemsList Items”) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed completed by Landlord. In the event any items other than Punch-List Items remain to be completed, Substantial Completion shall be deemed not to have occurred. Landlord shall use all reasonable efforts to complete all Punch-List Items within thirty (30) days after Substantial Completion. Landlord shall use reasonable efforts to minimize interference with the use of the Leased Premises by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punchPunch-list work.List Items. If Substantial Completion is delayed because of (a) any acts or omissions of Tenant or its agents, representatives, employees or contractors, or (b) Tenant requested changes in the approved Construction Drawings (collectively, “Tenant Delay”), then the Commencement Date shall not be extended, but rather shall start on the date on which it would have occurred but for such event. This Lease Agreement shall remain in full effect notwithstanding any delay in Substantial Completion and Landlord shall have no liability to Tenant if Substantial Completion has not occurred on or prior to the Target Date for any reason. In the event Landlord does not cause Substantial Completion to occur within sixty (60) days from the Target Date, as such date may be extended in connection with delays related to (a) events of Force Majeure or (b) a Tenant Delay, Tenant shall have the right, following Landlord’s failure to satisfy such deadline but before Substantial Completion shall occur, to terminate this Lease Agreement upon delivery of written notice thereof to Landlord and reimbursement to Landlord of all amounts paid to Tenant by Landlord prior to such date pursuant to the terms of that certain Corporate Job Creation Agreement of even date herewith by and between Landlord and Tenant, and, except as otherwise set forth in this Lease Agreement, the parties shall have no further rights or obligations hereunder. SEC. 4

Substantial Completion. For purposes 8.7.1 The Date of Substantial Completion of the LeaseWork or designated portion thereof is the Date certified by the Design Consultant and Owner when the Work or a designated portion thereof is sufficiently complete, “in accordance with the Contract Documents, so Owner can fully occupy and utilize the Work for the use for which it is intended, with all of the Project’s parts and systems operable as required by the Contract Documents. Only incidental corrective work and any final cleaning beyond that needed for Owner’s full use may remain for Final Completion. The Contractor shall be solely responsible for the cost to repair or replace any work damaged or destroyed prior to the Date of Substantial Completion" . 8.7.2 When the Design Consultant and the Owner on the basis of an inspection jointly determine that the Work or designated portion thereof is substantially complete, they will then prepare a Certificate of Substantial Completion which shall establish the Date of Substantial Completion, shall state the responsibilities of the Lease Improvements Owner and Tenant Improvements the Contractor for security, maintenance, heat, utilities, damage to the Work, and insurance, and shall occur upon: (a) completion fix the time within which the Contractor shall complete the items listed therein. Warranties required by the Contract Documents shall commence on the Date of construction Substantial Completion of the Lease Improvements and Tenant Improvements Work or designated portion thereof unless otherwise provided in the PremisesCertificate of Substantial Completion. The Contractor shall provide operation & maintenance manuals, and operation training to the Owner as certified required by the Contract Documents prior to Substantial Completion. The Owner’s occupancy of incomplete work shall not alter the Contractor’s responsibilities pursuant to this section. 8.7.3 The acceptance of Substantial Completion payment shall constitute a waiver of all claims by the Contractor and its Subcontractors except those previously made in writing and identified by the Architect with written approval Contractor as unsettled at the time the Contractor submits the Application for Payment for Substantial Completion, and except for the retainage sums due at final acceptance. The Contractor shall indemnify and hold the Owner harmless against any claims by its Subcontractors that are waived because they were not made in writing and identified by the Tenant Rep (with such certification Contractor as unsettled when the Contractor submitted the Application for Payment for Substantial Completion. 8.7.4 The issuance of the Certificate of Substantial Completion does not indicate final acceptance of the project by the Owner, and approval delivered to Landlord and Tenant), with the exception Contractor is not relieved of any punch-list items (together with agreement responsibility for the timing project except as specifically stated in the Certificate of completion Substantial Completion. 8.7.5 There will be two inspections by the Design Consultant at Substantial Completion: .1 To generate a list of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment items to be installed by Tenant completed or under the supervision corrected before Owner takes possession of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord Work. .2 To check that the Premises are ready for a final walk-through list of items has been completed before issuing Final Payment. Any additional inspections by the Design Consultant requested by Contractor to complete the Punch List shall result in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver money being withheld from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees Final Payment to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to cover the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list work.these additional inspections

Substantial Completion. For purposes of the LeaseLease and this Work Letter, “Substantial Completion" ” of the Lease Landlord Improvements and to the Premises shall mean the date upon which Landlord shall deliver to Tenant Improvements shall occur upon: (a) fully signed permit card(s) for the Landlord Improvements to the Premises that legally allow Tenant to fully occupy and ship/receive product at the Premises; and (b) an AIA G704-2000 Certificate of Substantial Completion signed by Landlord’s architect with respect to the Landlord Improvements to the Premises. Notwithstanding anything to the contrary contained in the Lease or this Work Letter (including the provisions of Section 2.04 of the Lease) and Tenant’s right to construct the Additional Tenant Improvements, Tenant’s Early Access rights and rights to construct the Additional Tenant Improvements is expressly conditioned upon (i) Tenant cooperating with Landlord and General Contractor and any subcontractors engaged in the completion of the Landlord Improvements, and (ii) Tenant and Tenant’s Agents (hereinafter defined) not interfering with Landlord or General Contractor or such subcontractors access to or work in the Premises or the construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of Improvements. If at any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for time Tenant’s use and and/or occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs during Tenant’s exercise of the Leasehold Improvements have been paid; and (e) receipt by Tenant Early Access rights or construction of a conditional lien waiver from the contractor under the Additional Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees causes or threatens to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, cause any delay or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection interference with the completion of the Landlord Improvements, Landlord has the right to immediately revoke Tenant’s privilege to access, use and/or partially occupy the Premises for Early Access or to construct the Additional Tenant Improvements and such punch-list workinterference actually caused by Tenant shall be deemed a “Tenant Delay.” Tenant agrees that such Early Access and the construction of the Additional Tenant Improvements shall be governed under all of the terms, covenants, conditions and provisions of the Lease and this Work Letter.

Substantial Completion. For purposes of the Lease, The Tenant Improvements shall be deemed “Substantially Complete” (and “Substantial Completion" of ” shall be deemed to have occurred) upon the Lease Improvements and Tenant Improvements shall occur upon: date upon which (ai) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by Premises has been substantially completed pursuant to the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant)Construction Documents, with the exception of any punch-minor punch list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstationswork-stations, built-in furniture, or equipment to be installed by Tenant Tenant, and (ii) a temporary or under permanent certificate of occupancy or other equivalent approval from the supervision local governmental authority has been issued permitting occupancy of the ContractorsPremises (such as sign off on the building inspection cards). If there shall be a delay in Substantial Completion of the Tenant Improvements as a result of: (a) Tenant’s request for materials, finishes or installations other than those readily or reasonably available; (b) Tenant’s request to deviate from the Building Standard Improvements; (c) Tenant’s changes in the Space Plan or Construction Documents after approval by Landlord; (d) Tenant’s failure to timely perform any obligation or provide any approval required of Tenant hereunder (except to the extent such delay is caused by Landlord or Landlord’s agents, employees or contractors); or (e) Tenant’s failure to timely pay any Excess Costs; (each of the foregoing, a “Tenant Delay”) then the Commencement Date of the Term of this Lease shall be the date that the Tenant Improvements would have been Substantially Complete but for such Tenant Delay, as reasonably determined by Landlord. The Tenant Improvements shall be deemed Substantially Complete notwithstanding the fact that minor details of construction, mechanical adjustments or decorations that do not materially interfere with Tenant’s use and enjoyment of the Premises remain to be performed (items normally referred to as “punch list” items). Landlord shall complete all as verified by Tenant Rep which verification shall occur such punch list items as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workSubstantial Completion.

Substantial Completion. For purposes of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of Except as provided in Paragraph 10(b) below, the Lease Improvements Fifth Floor Expansion Space Leasehold Work shall be deemed to be substantially complete when the Fifth Floor Expansion Space Leasehold Work (except for punch list items and Tenant Improvements Long Lead Items (as hereinafter defined)) has been completed in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), substantial conformity with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy Fifth Floor Expansion Space Leasehold Plans as evidenced by the Fifth Floor Expansion Space Leasehold Architect’s issuance of a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy substantial completion (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord issuance thereof in writing (such approval not to be unreasonably withheld) and issuance by the appropriate governmental authority(ies) of a certificate of occupancy for the Fifth Floor Expansion Space (or Landlord’s certification that all governmental inspections necessary for the issuance thereof have been successfully completed, delayedand that an application therefor has been submitted). (b) Notwithstanding the foregoing, deniedif Landlord shall be delayed in completing the Fifth Floor Expansion Space Leasehold Work as a result of: (i) Tenant’s failure to comply with any deadline specified in this Exhibit or the Construction Schedule attached hereto as Schedule II, (ii) Tenant’s request for changes to the Fifth Floor Expansion Space Leasehold Plans subsequent to the date that such plans or construction documents were prepared and reviewed where such changes result in an actual delay as reasonably determined by Landlord and agreed to by the Fifth Floor Expansion Space Project Manager, (iii) Tenant’s failure to pay when due any portion of the Fifth Floor Expansion Space Tenant’s Expenses or any other sums payable by Tenant pursuant to this Exhibit, (iv) Tenant’s request for materials, finishes or installations as part of the Fifth Floor Expansion Space Leasehold Work which constitute Long Lead Items, (v) any delay in obtaining a building permit with respect to the Fifth Floor Expansion Space Leasehold Work caused by the act or omission of Tenant, or conditioned)(vi) the performance (or failure thereof) of any work by any person or firm employed or retained by Tenant, then for purposes of determining the Fifth Floor Expansion Space Commencement Date, the work and materials to be provided by Landlord pursuant to this Exhibit shall be deemed to have been substantially completed on the date that they would have been substantially completed if such delay or delays (each of which is referred to herein as a “Tenant Delay”) had not occurred. Landlord agrees to use good faith reasonable efforts to counter the effect of any Tenant Delay, including but not limited to employing overtime labor, provided that Landlord shall notify Tenant in writing prior to incurring additional expenses of the estimated amount of such expenses and the amount, if any, by which Landlord anticipates such additional expenses to exceed the Fifth Floor Expansion Space Improvements Allowance; provided, however, that Landlord is shall not required be obligated to breach the terms expend any additional amounts in such efforts (e.g., by employing overtime labor) unless Tenant agrees in advance to bear any incremental cost associated with such efforts (whether or not such efforts are ultimately successful). (c) The term “Long Lead Item” shall mean any item or material element of the corresponding construction contract. Fifth Floor Expansion Space Leasehold Work identified during the design or award process that, due to circumstances beyond the reasonable control of Landlord (including, without limitation, long lead times necessary for fabrication or delivery) will not be at the Fifth Floor Expansion Space in time to be completed and Tenant shall cooperate reasonably in connection with installed prior to the completion of such punch-list workanticipated occupancy date (i.e., January 1, 2009).

Substantial Completion. For purposes of Landlord will notify Tenant when the Lease, “Tenant Improvements are Substantially Complete. Following Substantial Completion" , representatives of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant, together with the Tenant Architect as appropriate, shall conduct an on-site inspection of the Tenant Improvements (“Punch List Inspection”), with and acting reasonably and in good faith shall prepare a list of “punch-list items” which shall consist of the exception items that have not been, but should have been, finished or furnished prior to such date or which do not conform to the Working Drawings. Landlord shall give Tenant five (5) days’ prior written notice before such inspection occurs. A “punchlist” of any all the deficiencies in the TI Work shall be prepared and Landlord and Tenant shall use reasonable efforts to prepare the punchlist within 30 days following notice of Substantial Completion. /s/ BH /s/ MB The Punch List Inspection may occur in one meeting or separate meetings upon completion of the Tenant Improvements on each floor. No punch-list item shall exceed the scope, quality or quantity of Tenant Improvements as set forth in the Working Drawings. Landlord shall complete and furnish all punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon thereafter as is reasonably practicable with the exercise of reasonable diligence. The cost thereof shall be included in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work Tenant Improvements. If Tenant does not so provide Landlord with a punchlist prior to occupying the Premises, Tenant shall be deemed to have accepted the Premises and materials set forth on the foregoing punch-list and Tenant Improvements in their then present condition, except for latent defects not reasonably discoverable upon an inspection of the Premises (which latent defects are subject to the warranties described in Paragraph 16 below). The existence of minor punchlist items shall not postpone the Commencement Date of the Lease or result in a delay or abatement of Tenant’s obligation to pay such sum rent or give rise to a damage claim against Landlord. Landlord agrees to complete all punchlist items which are Landlord’s or the Contractor’s responsibility within forty five (45) days after receiving the final punchlist (or longer if reasonably necessary so long as Landlord and Contractor only asare pursuing completion diligently and continuously through completion.) Landlord’s and Tenant’s obligations to achieve Substantial Completion by any particular date and the parties obligations generally shall be subject to any acts of God, whenacts of civil emergency or military authorities, fires, floods, unusual and to unanticipated adverse weather conditions, earthquakes, strikes or labor disturbances not caused by the extent party benefited by the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withhelddelay, delayed, deniedcivil commotion, or conditionedwar (“Force Majeure”); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list work.

Substantial Completion. For purposes of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion ” of construction of the Lease Improvements and Tenant Improvements in shall be defined as the Premises, as certified in writing date upon which the Space Planner or other consultant engaged by the Architect with written approval by Landlord determines that the Tenant Rep Improvements have been substantially completed in accordance with the Final Plans except for Punch List items (with such certification and approval delivered to Landlord and Tenantdefined below), with unless the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and improvements was delayed due to any Tenant fixturesDelay (defined below), workstationsin which case the date of Substantial Completion shall be the date such improvements would have been completed, built-in furniture, but for the Tenant Delays. The term “Punch List” items shall mean items that constitute minor defects or equipment to adjustments which can be installed by Tenant or under the supervision completed after occupancy without causing any material interference with Tenant’s use of the Contractors, Leased Premises. Landlord shall complete all as verified by Tenant Rep which verification shall occur punchlist items as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that Substantial Completion. After the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list Tenant Improvements, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of improvements performed on the Leased Premises. The term “Tenant Delay” shall include, without limitation, any delay in the completion of construction of Tenant Improvements resulting from (i) Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 failure to comply with the provisions of this Work Letter and delivery of same to Tenant; Letter, (cii) any additional time as reasonably determined by Landlord and Tenant have received all appropriate permitsrequired for ordering, certification and approvals from all governmental authorities regarding completion receiving, fabricating and/or installing items or materials or other components of the Lease Improvements and construction of Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced Improvements, including, without limitation, mill work, (iii) delay in work caused by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt submission by Tenant of a conditional lien waiver from request for any change order (defined below) following Tenant’s approval of the contractor under Final Plans, or for the implementation of any change order, or (iv) any delay by Tenant Improvements Construction Contract that is conditioned only upon in timely submitting comments or approvals to the Temporary Plans or Final Plans. The failure of Tenant to take possession of or to occupy the Leased Premises shall not serve to relieve Tenant of obligations arising on the Commencement Date or delay the payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Rent by Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list work.

Substantial Completion. For purposes The Tenant may desire to occupy or use a portion of the Leaseproject prior to substantial completion. Substantial Completion is hereby defined as that date, “Substantial Completion" of determined by the Lease Improvements and Tenant Improvements shall occur upon: Architect (a) completion of Health Care Designers, Inc.), that the Landlord has completed the construction of the Lease Improvements and Tenant Improvements in facility. Said Substantial Completion shall include the Premises, as certified in writing consummation of the Life Safety inspection by the Architect Missouri Department of Social Services, Division of Aging, with written approval Life Safety deficiency items covered by a waiver by the Tenant Rep appropriate authority. Items or repair, touch-up and adjustments, or items that are incomplete due to weather related causes (with such certification and approval delivered items having minimal adverse effect on occupancy) may be performed by the Landlord after the date of Substantial Completion. The Architect shall confirm to the Landlord and Tenant), with in writing, the exception Notice of any punch-list items (together with agreement Substantial Completion. Tenant occupancy shall not commence prior to a time mutually agreed to by the Landlord and Tenant. The Landlord shall provide the temporary power, lighting and heat necessary to accommodate the construction activities until such time as the facility is ready to receive permanent water, gas and electric service. The Tenant shall execute the necessary agreements and pay all deposits required by the utility companies so as to facilitate the installation of said utilities by the respective utility companies. The Tenant will not delay the installation of said permanent services. The Tenant shall be responsible for the timing payment of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under all utility bills after the supervision installation of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from permanent services. The Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under will reimburse the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on permanent service energy that the foregoing punchLandlord uses prior to Substantial Completion except that these energy costs shall be pro-list and rated should the Tenant elect to pay occupy any portion of the facility for endeavors such sum to Contractor only asas cleaning, when, and to the extent the work corresponding thereto is completed to the approval placement of Tenant owned furnishings and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contractequipment and other personal effects and other pre-operational activities. Landlord and The Tenant shall cooperate reasonably in connection with be responsible for any minimum usage or demand charges assessed by the completion of such punch-list workelectric utility company.

Substantial Completion. For purposes of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction The term "substantially completed" as used herein with regard to any part of the Lease Improvements and Tenant Improvements in the Premises, as Premises shall mean that (1) Landlord's architect has certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant)that Landlord's Work therein has been completed, with the exception of any punch-list minor items (together which can be fully completed without material interference with agreement for the timing of completion of such punch-list items) Tenant and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision other items which because of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content seasonal nature of the punch-list item (such as HVAC balancing) are not practicable to do at the time, and completion of Tenant’s walk-through; (b2) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy has been issued for so much of the Base Building Work as is necessary to obtain a certificate of occupancy for the Premises, which may be issued on a temporary basis so long as Tenant may occupy the Premises for the performance of the TIW and any requirements for obtaining a permanent certificate of occupancy may be satisfied by Landlord without material interference with the performance of the TIW. If Landlord's Work in any part of the Premises is delayed due to Tenant Delay, then, for the purposes of determining the Commencement Date therefor, the Landlord's Work shall be deemed to be substantially completed on the date that such work would have been substantially completed but for such Tenant Delay. If the Landlord's Work is deemed substantially completed, pursuant to the foregoing (without conditions other than conditions relating and the term shall have commenced by reason thereof), but the Landlord's Work is not in fact substantially completed, Tenant shall not (except with Landlord's consent) be entitled to matters that are set forth take possession of the Premises for any purpose until the Landlord's Work is in fact substantially completed. Any of Landlord's Work not fully completed on the date when Landlord's work is in fact substantially completed shall thereafter be so completed within 60 days thereafter by Landlord. The date when Landlord's Work in the punch list); Initial Space and the Additional Space has been (dor is deemed to have been) evidence that substantially completed in accordance herewith is referred to herein as the costs of "Substantial Completion Date for the Leasehold Improvements Initial Space and the Additional Space." The date when Landlord's Work in the Expansion Space has been (or is deemed to have been paid; and (ebeen) receipt by Tenant of a conditional lien waiver from substantially completed in accordance herewith is referred to herein as the contractor under "Substantial Completion Date for the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workExpansion Space."

Substantial Completion. For purposes Subcontractor shall provide services related to commissioning and interconnection of each system. DCRA approval and final DCRA inspection must be obtained. Subcontractor shall submit the Lease, “Substantial Completion" of below documentation to the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification Work Order Manager for review and approval delivered using the agreed upon secure file transfer mechanism to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding show substantial completion of the Lease Improvements project: • DCRA final inspection, testing, and Tenant Improvements approval of project matching the permitted system • Schedule and pass the DCSEU’s Quality Assurance and Quality Control inspection demonstrating successful completion of the project; • All operation, maintenance and parts manuals for the PV system(s), specification sheets, warranties, and as built design drawings. The manuals and materials must include a maintenance schedule, trouble shooting and safety precautions • Service plan provided to the extent such permits homeowner and approvals are required DCSEU • Proof that Pepco interconnection has been initiated The due date for Tenant’s use Milestone 3 is MM DD, YYYY. Subcontractor will be paid the incentive amount upon completion and occupancy DCSEU acceptance of Milestone 3 documents. The incentive amount is subject to change depending on the installed system sizes. Notwithstanding the above, a Not-to-Exceed (NTE) amount for this Work Order has been established by the DCSEU. Subcontractor will be paid only for completed and verified work as evidenced by outlined above. In no event will payment exceed the amounts listed above, nor will the total payment for this Work Order exceed the NTE amount of $XXXX (WRITTEN DOLLAR AMOUNT). Subcontractor will be paid at a final certificate rate of $X.XX for the permanent occupancy thereof or a temporary certificate of occupancy every 1 (without conditions other than conditions relating to matters that are set forth in the punch list); (done) evidence that the costs watt of the Leasehold Improvements have been paid; installed capacity, not to exceed a total of XX kW. Subcontractor bears all risks for cost incurred by exceeding the quantities listed above, NTE or MLA without negotiating and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal executing an amendment to the existing NTE or MLA before the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only asoverrun occurs. ANY MILESTONE PAYMENT(S) ARE CONDITIONAL UPON SUBCONTRACTOR’S TIMELY COMPLETION OF ALL MILESTONES, whenCOMPLETION OF INTERCONNECTION BY INSERT, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheldAND THE ABILITY TO DELIVER 15 YEARS OF SYSTEM OUTPUT. IN THE EVENT THAT SUBCONTRACTOR DOES NOT COMPLETE ALL MILESTONES BY INSERT, delayedANY MILESTONE PAYMENT(S) PAID TO SUBCONTRACTOR SHALL BE PROMPTLY REPAID TO THE DCSEU. IN THE EVENT THAT INTERCONNECTION IS NOT COMPLETED BYINSERT, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workANY MILESTONE PAYMENT(S) PAID TO SUBCONTRACTOR SHALL BE PROMPTLY REPAID TO THE DCSEU.

Substantial Completion. For purposes Landlord shall diligently proceed with the construction of Landlord's Work and shall, subject to Force Majeure events and Tenant Delay, use commercially reasonable efforts to achieve Substantial Completion thereof on or before the LeaseTarget Lease Commencement Date. (i) Subject to Force Majeure events and Tenant Delay, “if Landlord fails to achieve Substantial Completion of Landlord's Work on or prior to the date that is forty-five (45) days after the Target Lease Commencement Date (the "Rent Abatement Commencement Date"), Tenant's obligation to pay Rent for the Premises shall be abated one (1) day for each day after the Rent Abatement Commencement Date through the thirtieth (30th) day thereafter and then increase to two (2) days of rent abatement for each day after the 30th day from the Rent Abatement Commencement Date until Landlord achieves Substantial Completion" of . Tenant shall have the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered right to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order inspect Landlord's Work to confirm completion pursuant to the approved plans so long as (i) Tenant provides Landlord with reasonable prior notice of such inspection, and (ii) such inspections do not interfere with the content performance of Landlord's Work. (ii) Subject to Force Majeure events and Tenant Delay, if Landlord does not achieve Substantial Completion on or prior to the date that is one hundred fifty (150) days after the Target Lease Commencement Date (the "Outside Completion Date"), Tenant may terminate this Lease by delivering written notice to Landlord (the "Termination Notice") within fifteen (15) days following the expiration of the punch-list Outside Completion Date and completion prior to the date upon which Landlord achieves Substantial Completion. Such termination shall be effective as of the date of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 's termination notice, subject to the remainder of this Work Letter and delivery of same Section 5.01(d)(ii). If Tenant fails to Tenant; (c) Landlord and timely give the Termination Notice, Tenant shall be deemed to have received all appropriate permitswaived its right to terminate this Lease, certification and approvals from all governmental authorities regarding completion time being of the Lease Improvements and Tenant Improvements to essence with respect thereto. Notwithstanding the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for foregoing, if upon the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs receipt of the Leasehold Improvements have been paid; and Termination Notice, Landlord reasonably believes it can achieve Substantial Completion of Landlord's Work within forty-five (e45) days following the receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punchTermination Notice, Landlord may, in its sole discretion, elect to proceed with such work and, provided Landlord achieves Substantial Completion within such 45-list workday period, Tenant's election to terminate shall be null and void.

Substantial Completion. For purposes of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises” or “Substantially Complete” means that, Landlord’s Work has been sufficiently completed, as certified in writing by the Architect with written approval by the Tenant Rep (with Landlord’s general contractor or architect, such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready is suitable for, and may be legally used for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; its intended purpose (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permitswhich shall include, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are if required for Tenant’s use and occupancy as evidenced by applicable law, obtaining a final certificate of occupancy), notwithstanding any minor or insubstantial details of construction, decoration or mechanical adjustment that remain to be performed and that does not materially impact Tenant’s ability to use the Expansion Premises for the permanent occupancy intended use (“Punch List Items”). Landlord shall complete all Punch List Items promptly following notice thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth from Tenant, but in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not no event later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding thirty (30) days’ notice thereof from Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that except to the extent to which Tenant shall have given Landlord is notice of any Punch List Items not required later than two (2) weeks after the Expansion Date, Tenant shall be deemed conclusively to breach have approved the terms completion of the corresponding construction contract. Landlord Landlord’s Work and Tenant shall cooperate reasonably have no claim that Landlord has failed to perform any of Landlord’s Work required under this Work Letter. Landlord will use commercially reasonable efforts to Substantially Complete Landlord’s Work on or before the date that is eight (8) weeks following the Effective Date of this Second Amendment. If there is a delay in the Substantial Completion of the Landlord’s Work for any reason neither Landlord, nor the managing or leasing agent of the Building, nor any of their respective agents, partners or employees, shall have any liability to Tenant in connection with such delay, nor shall the completion Lease be affected in any way except that the Expansion Date shall not occur until Landlord’s Work is Substantially Complete. Notwithstanding the foregoing or any language of the Lease to the contrary, if Landlord’s Work is delayed by a Tenant Delay (as defined below) then Tenant shall begin paying Rent as required under the Lease as of the date the Expansion Date would have occurred but for such punch-list workTenant Delay.

Substantial Completion. For purposes of the Lease, “Landlord's Contractor shall achieve "Substantial Completion" of the Tenant Improvements in accordance with the Lease Improvements and the Schedule of Responsibilities attached hereto as Exhibit B-2. As used in this Work Agreement, the Tenant Improvements shall occur upon: (a) have achieved Substantial Completion if all of the work called for under the Working Drawings has been substantially completed in accordance with Landlord's construction 122 contract with Landlord's Contractor and Landlord has received the final inspection authorizing Tenant to take occupancy of the Premises. Substantial Completion does not include completion of construction (i) details of construction, decoration or adjustment which do not substantially interfere with Tenant's occupancy or the ability of any specialty contractors hired by Tenant to install fixtures or equipment Tenant has ordered; (ii) any punch list work which does not affect Tenant's use of the Lease Improvements Premises and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, which can be completed or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur corrected as soon as reasonably practicable in possible after the Phase I Commencement Date or the Phase II Commencement Date; (iii) items for which Tenant requests a commercially reasonable manner following T▇▇▇▇▇’s receipt of deferral; and/or (iv) any long-lead or specialty items required by Tenant. Landlord will give Tenant no less than ten (10) days' advance written notice from Landlord of the anticipated date of Substantial Completion so that Tenant can be prepared to take occupancy of the Premises are ready for a final walk-through in order to confirm completion and on or immediately after the content date of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid RentSubstantial Completion. Landlord agreeswill cooperate with Tenant in allowing Tenant's specialty contractors, notwithstanding Tenant’s payment of Prepaid Rentif any, to withhold from Contractor, a sum equal enter the Premises during said ten-day period to the cost of the complete work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of needed before Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workwill take occupancy.

Substantial Completion. For purposes of the LeaseAs used herein, “Substantial Completion" ” shall mean (and the Premises shall be deemed “Substantially Complete”) when (i) the City of Seattle has given final approval in writing that all TI Work under the construction permit has been completed, (ii) installation of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements TI Work has occurred in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), accordance with the exception of any Working Drawings, subject only to punch-list items described below, and (together with agreement for iii) basic services as required under the timing Lease are available to the Premises. Notwithstanding the foregoing, Substantial Completion shall be deemed to have occurred on the date on which Tenant takes occupancy of completion the Premises and commences to do business therein. Substantial Completion shall be deemed to have occurred even if a “punch-list” or similar corrective work remains to be completed. Within thirty (30) days after Tenant commences occupancy of the Premises, Landlord, Tenant, and the Tenant’s Architect shall prepare a “punch-list” which shall consist of the items that have not been, but should have been, finished or furnished by Tenant prior to such date. Tenant shall proceed diligently to complete, or cause the TI Contractor to complete, all punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready except for a final walk-through in order to confirm completion and the content of the those punch-list and completion of Tenant’s walk-through; (b) items related to the Landlord’s assignment of warranties Work which Landlord shall proceed diligently to complete, or cause its contractor to complete. Tenant shall require reasonable retainage in the TI Construction Contract and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received shall not release all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements retainage to the extent TI Contractor until such permits and approvals are required for Tenant’s use and occupancy time as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing reasonably believes all punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval items have been completed. Release of any retainage shall not release or relieve Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such obligation to cause all punch-list workitems to be completed and the Premises to be in the condition as required under this Lease.

Substantial Completion. For purposes of the Lease, The terms “substantial completion,” “Substantial Completion" ,” “Substantially Complete,” “Substantially complete” and words of similar import (whether or not spelled with initial capitals) as used in the Amendment shall mean the date of substantial completion of the Lease Expansion Space Tenant Improvements pursuant to the Working Plans (as amended by any Change Orders) such that Tenant may commence the installation of any of Tenant’s equipment and occupy the Expansion Space for the conduct of its business (subject to the completion of any additional construction to be performed by Tenant). The Expansion Space Tenant Improvements shall occur upon: be deemed substantially complete notwithstanding the fact that minor details of construction, mechanical adjustments or decorations which do not materially interfere with Tenant’s use and enjoyment of the Expansion Space remain to be performed (a) items normally referred to as “punch list” items). Certification by the Architect as to the substantial completion of the Expansion Space Tenant Improvements shall be conclusive and binding upon Landlord and Tenant. By taking occupancy of the Expansion Space, Tenant shall be deemed to have accepted the Expansion Space Tenant Improvements as substantially complete, except for any latent defects in the Expansion Space Tenant Improvements and except that Tenant shall, within five business days after entering into possession of the Expansion Space, provide Landlord with a list of incomplete and/or corrective items present in the Expansion Space Tenant Improvements and subject to reasonable discovery by Tenant. Tenant shall give written notice to Landlord of discovery of any latent defects in the construction of the Lease Improvements and Expansion Space Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception within five business days of discovery of any punch-list items (together with agreement for such defect and in no event later than one year following the timing date of substantial completion of such punch-list items) and any the Expansion Space Tenant fixturesImprovements. Landlord shall diligently complete, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord possible, all punch list items and adjustments that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding not completed upon substantial completion of the Lease Improvements and Expansion Space Tenant Improvements. Landlord shall diligently complete, as soon as reasonably possible following Tenant’s notice thereof, the repair of any latent defects in the Expansion Space Tenant Improvements if Tenant gives notice of such defects to Landlord within one year following the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate date of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs substantial completion of the Leasehold Improvements have been paid; and (e) receipt by Expansion Space Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment Improvements. The Expansion Space Commencement Date shall not be delayed because of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment existence of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-uncorrected punch list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workitems.

Substantial Completion. For purposes Notwithstanding anything herein to the contrary (and only on the condition that Hewlett-Packard Company completes the purchase of the Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following Tbuilding located at ▇▇▇ ▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ from Tenant’s affiliate, Systemax Suwanee LLC), (a) in the event that the date of Substantial Completion occurs prior to April 1, 2006, Tenant hereby covenants and agrees to furnish pay Landlord the sum of (i) $10,000.00 per day for each day between the date of Substantial Completion and March 31, 2006, inclusive; plus (ii) $150,000.00, and (B) in the event that the date of Substantial Completion occurs between April 1, 2006 and April 30, 2006, Tenant hereby covenants and agrees to pay Landlord the sum of $5,000.00 per day for each day between the date of Substantial Completion and April 30, 2006, inclusive. Tenant agrees to deliver to Landlord any amount due Landlord under this Special Stipulation 12 within thirty (30) days following the date of Substantial Completion. Failure by Tenant to timely make such payment to Landlord shall be an automatic Event of Default hereunder. These Rules and Regulations have been adopted by Landlord for the mutual benefit and protection of all the tenants of the Building in order to insure the safety, care and cleanliness of the Building and the preservation of order therein. 1. The sidewalks shall not be obstructed or used for any purpose other than ingress and egress. No tenant and no employees of any tenant shall go upon the roof of the Building without the consent of Landlord. 2. No awnings or other projections shall be attached to the outside walls of the Building. 3. The plumbing fixtures shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags or other substances, including Hazardous Substances, shall be thrown therein. 4. No tenant shall cause or permit any objectionable or offensive odors to be emitted from the Demised Premises. 5. The Demised Premises shall not be used for (i) an auction, “fire sale”, “liquidation sale”, “going out of business sale” or any similar such sale or activity, (ii) lodging or sleeping, or (iii) any immoral or illegal purposes. 6. No tenant shall make, or permit to be made any unseemly or disturbing noises, sounds or vibrations or disturb or interfere with tenants of this or neighboring buildings or premises or those having business with them. 7. Each tenant must, upon the termination of this tenancy, return to the Landlord all keys of stores, offices, and rooms, either furnished to, or otherwise procured by, such tenant, and in the event of the loss of any keys so furnished, such tenant shall pay to the Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such change. 8. Canvassing, soliciting and peddling in the Building and the Project are prohibited and each tenant shall cooperate to prevent such activity. 9. Landlord will direct electricians as to where and how telephone or telegraph wires are to be introduced. No boring or cutting in any structural element of the Building for wires or stringing of wires will be allowed without written consent of Landlord, which consent shall not be unreasonably withheld or delayed. The location of telephones, call boxes and other office equipment affixed to the Demised Premises shall be subject to the approval of Landlord. 10. Parking spaces associated with the Building are intended for the exclusive use of passenger automobiles. Except for intermittent deliveries, no vehicles other than passenger automobiles may be parked in a final lien waiver parking space (other than spaces expressly designated on the Plans for truck parking) without the express written permission of Landlord. Trucks may be parked only in truck dock positions and in other paved areas expressly designated for such purpose in the Plans. Trailers may be parked only in paved areas expressly designated for such purpose in the Plans. Neither trucks nor trailers may be parked or staged in (i) areas adjacent to truck docks, serving any portion of the Building, which are intended by Landlord for truck maneuvering or (ii) any driveway, drive aisle or other paved area which provides ingress or egress for cars or trucks to or from such contractor not later any portion of the Building or any street adjoining the Building. 11. No tenant shall use any area within the Project for storage purposes other than 10 days after Lthe interior of the Demised Premises. The undersigned, Secretary of Global Equipment Company, Inc., a New York corporation (“Tenant”), hereby certifies as follows to ▇▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agreesMill Business Center, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from ContractorLLC, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only asDelaware limited liability company (“Landlord”), when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with Tenant’s proposed lease of premises in Building M, at ▇▇▇▇▇▇▇▇ Mill Business Center, Gwinnett County, Georgia (the completion “Premises”): 1. Tenant is duly organized, validly existing and in good standing under the laws of such punch-list workthe State of New York, and duly qualified to do business in the State of Georgia. 2. That the following named persons, acting individually, are each authorized and empowered to negotiate and execute, on behalf of Tenant, a lease of the Premises and that the signature opposite the name of each individual is an authentic signature: 3. That the foregoing authority was conferred upon the person(s) named above by the Board of Directors of Tenant, at a duly convened meeting held _____________, 200__. ________________________________ Secretary [CORPORATE SEAL] THIS GUARANTY (this “Guaranty”), made and entered into this ___ day of ________, 2005, by SYSTEMAX, INC., a Delaware corporation (hereinafter referred to as “Guarantor”) in favor of ▇▇▇▇▇▇▇▇ MILL BUSINESS CENTER, LLC, a Delaware limited liability company (hereinafter called “Landlord”) and any subsequent owner or holder of the Lease (as hereinafter defined).

Substantial Completion. The Tenant Finish Work shall be deemed to be substantially completed on the date (the “Substantial Completion Date”) that Landlord delivers to Tenant (i) a copy of an architect’s certificate (the “Architect’s Certificate”) of substantial completion indicating that the Tenant Finish Work has been completed in accordance with the Plans and Specifications, subject to identified “punch-list” items which do not materially affect Tenant’s ability to use the Building and Improvements for the purpose of conducting its normal business operations or for the purpose of completing the installation of its fixtures and equipment (the “Punch List Items”), and (ii) a certificate of occupancy or equivalent authorization from local governmental authorities authorizing occupancy of the Building and Improvements for their intended purposes (provided; however, that a temporary or conditional certificate of occupancy or equivalent authorization will suffice if the remaining incomplete work or conditions do not prevent occupancy of the Building and Improvements and are either included in the scope of the Punch List Items or represent work that Tenant is responsible for completing under the Lease). Subject to Tenant Delays, Force Majeure and the other terms and conditions of this Lease, Landlord estimates that the Substantial Completion Date to occur on or before June 15, 2022 (“Scheduled Completion Date”). For purposes of the this Lease, “Substantial Completion" of the Lease Improvements and Tenant Improvements Delays” shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing mean any delay which is caused or contributed to by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed those acting by, for or under Tenant, including, without limitation, any failure by Tenant or under the supervision to approve proposed plans and specifications on a timely basis, any failure of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permitsto agree upon and approve the Plans and Specifications on or before the Plan Approval Date, certification and approvals or any delay resulting from all governmental authorities regarding completion of the Lease Improvements and any revisions that Tenant Improvements proposes to the extent such permits Plans and approvals are required for Specifications and/or any Change Order(s) requested by Tenant’s use and occupancy as evidenced by a final certificate . Upon an event of Force Majeure or any Tenant Delays, the Scheduled Completion Date shall be extended for the permanent occupancy thereof period of any delay attributable to such event of Force Majeure or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workDelay.

Substantial Completion. For purposes Final Completion of Landlord’s Work. Landlord shall provide Tenant with written notice when Landlord believes that Substantial Completion of Landlord’s Work has been achieved, along with appropriate documentation to evidence the same. Such notice shall be accompanied by a list of items (the “Punchlist Items”) to be completed or corrected. Promptly following delivery of such notice of Substantial Completion of Landlord’s Work, duly authorized representatives of Landlord and Tenant shall jointly inspect the Landlord’s Work. The Punchlist shall be subject to review and approval by Tenant following such joint inspection. In the event that the parties shall disagree on whether any item is properly included as part of the LeasePunchlist Items, “Substantial Completion" and the parties are unable to reach agreement thereon within five (5) business days after such joint inspection, either party may submit such disagreement to the Project Architect for final determination, which determination of the Lease Improvements and Tenant Improvements Project Architect shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing by the Architect with written approval by the Tenant Rep (with such certification and approval delivered to be binding upon Landlord and Tenant). Notwithstanding anything to the contrary set forth herein, the failure to include an item on the Punchlist does not alter the responsibility of Landlord to complete all of Landlord’s Work in accordance with the exception Contract Documents. Landlord shall complete the Punchlist Items on or before the date that is thirty (30) business days after achieving Substantial Completion of any punch-list items (together with agreement for the timing of completion of such punch-list items) and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for a final walk-through in order to confirm completion and the content of the punch-list and completion of Tenant’s walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion of the Lease Improvements and Tenant Improvements to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in the punch list); (d) evidence that the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the cost of the work and materials set forth on the foregoing punch-list and to pay such sum to Contractor only as, when, and to the extent the work corresponding thereto is completed to the approval of Tenant and Tenant has notified Landlord thereof in writing (such approval not to be unreasonably withheld, delayed, denied, or conditioned)Work; provided, however, that Landlord is shall have such additional time as may reasonably be required with diligent efforts to complete Punchlist Items of a seasonal nature (such as landscaping) which cannot or should not be performed until a later date, special order items, or other materials or workmanship delayed beyond Landlord’s control. If Landlord shall not complete all required Punchlist Items (excluding the foregoing seasonal related items, special order items, or other materials or workmanship delayed beyond Landlord’s control, however) within such thirty (30) business day period, the date of Substantial Completion of Landlord’s Work shall be deemed extended by the number of days of such delay, except to breach the terms of the corresponding construction contract. extent that Tenant wrongfully interferes with Landlord in completing such Punchlist Items and Tenant Landlord shall cooperate reasonably in connection with continue to diligently pursue the completion of Landlord’s Work to Final Completion of the Work without material interruption. Landlord shall cause Project Architect to issue a Certificate of Final Completion of Landlord’s Work after the completion of the Punchlist Items and such punch-list workcertificate date shall be the “Date of Final Completion” hereunder.

Substantial Completion. For purposes Substantial Completion shall be the earlier of ---------------------- (i) the Leaseissuance of a Temporary Certificate of Occupancy or its equivalent, “Substantial Completion" from the appropriate governmental authority enabling Tenant to install its furnishings and equipment for the entire Leased Premises subject only to an written agreed punch list signed by Landlord and Tenant, or (ii) upon the issuance of the Lease Improvements and Tenant Improvements shall occur upon: (a) completion of construction of the Lease Improvements and Tenant Improvements in the Premises, as certified in writing a Certificate by the Architect with written approval by that the cost to complete the Tenant Rep Finish Work will not exceed three percent (with such certification 3%) of the total cost therefor subject to Tenant being able to install its furnishings and approval delivered to equipment for the entire Leased Premises and a written agreed punch list signed by Landlord and Tenant), with the exception of any punch-list items (together with agreement for the timing of . Upon completion of such punch-list items) the Tenant Finish Work in the Leased Premises, the Landlord, Tenant and any Tenant fixtures, workstations, built-in furniture, or equipment to be installed by Tenant or under the supervision of the Contractors, all as verified by Tenant Rep which verification Architect shall occur as soon as reasonably practicable in a commercially reasonable manner following T▇▇▇▇▇’s receipt of written notice from Landlord that the Premises are ready for conduct a final walk-through in order such Leased Premises to confirm completion and the content develop a punch list. Landlord shall give Tenant three (3) business days prior notice of the punch-list and completion of Tenant’s such intended walk-through; (b) Landlord’s assignment of warranties and guaranties described in Section 3.2 of this Work Letter and delivery of same to Tenant; (c) Landlord and Tenant have received all appropriate permits, certification and approvals from all governmental authorities regarding completion and, so long as the intended walk-through is during normal business hours, failure of the Lease Improvements Tenant to attend shall not prevent the compilation of the punch list for such Leased Premises by the Architect and Tenant Improvements Landlord. During or promptly after each such walk-through, the Architect will assign a cost to the extent such permits and approvals are required for Tenant’s use and occupancy as evidenced by a final certificate for the permanent occupancy thereof or a temporary certificate of occupancy (without conditions other than conditions relating to matters that are set forth in each item on the punch list); (d) evidence that , and certify his figures. If the costs of the Leasehold Improvements have been paid; and (e) receipt by Tenant of a conditional lien waiver from the contractor under the Tenant Improvements Construction Contract that is conditioned only upon payment of the Prepaid Rent; it being understood that L▇▇▇▇▇▇▇ agrees to furnish a final lien waiver from such contractor not later than 10 days after L▇▇▇▇▇▇▇ receives the Prepaid Rent. Landlord agrees, notwithstanding Tenant’s payment of Prepaid Rent, to withhold from Contractor, a sum equal to the aggregate cost of the work and materials set forth outstanding matters on such punch list exceeds three percent (3%) of the foregoing punch-list and total cost for the Tenant Finish Work, the Leased Premises shall not be deemed to pay such sum to Contractor only as, whenbe Substantially Complete, and another walk-through shall be done after another prior notice thereof by Landlord. If the aggregate cost of the outstanding matters on such punch list is equal to or less than three percent (3%) of the extent total cost for the work corresponding thereto is completed to Tenant Finish Work for the approval of Leased Premises, Tenant and Tenant has notified Landlord thereof in writing (such approval not Finish Work shall be deemed to be unreasonably withheld, delayed, denied, or conditioned); provided, however, that Landlord is not required to breach the terms of the corresponding construction contract. Landlord and Tenant shall cooperate reasonably in connection with the completion of such punch-list workSubstantially Complete.