Common use of Alterations Clause in Contracts

Alterations. Tenant shall make no alterations, additions or improvements to the Premises without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letter.

Alterations. For purposes of this Lease, any physical improvement, addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "ALTERATION." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make no alterations, additions or improvements cause to be made any Alteration in or to the Premises without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect without Landlord's consent, if such Alteration consists of the exterior demolition of the Building or outside areas and reconstruction of a new prototypical building so long as: (or be visible from adjoining sites)A) the new building is constructed in compliance with applicable codes and Permitted Exceptions, or (iiB) affect or penetrate any of the structural portions Tenant continues to pay Rent, (C) construction is completed within nine (9) months following demolition of the Building, includingsubject to extension for force majeure events, but (D) Landlord has approved in advance the construction budget (which shall include a contingency) for the new building, such approval not limited toto be unreasonably withheld, delayed or conditioned, and (E) either (y) in the roofcase where the Guaranty is in full force and effect prior to demolition Tenant has provided Landlord with a commercially reasonable completion bond for the project or such other assurance of performance as Landlord may reasonably accept, or (iiiz) require any material change prior to demolition the Tenant deposits with Landlord cash (the "Deposit") sufficient to construct the building and improvement pursuant to the basic floor plan approved budget, with the Deposit being disbursed pursuant to the Landlord's then current construction disbursement procedures; (ii) without Landlord's consent, if such Alteration is performed in order to comply with any of the Premises, any material change to Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural or mechanical systems component of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or and (viii) in the case of any Alteration other than those permitted under clause (ii) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises. In additionPremises (including, Tenant shall gave by way of example only, but without limitation, by diminishing the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot utility of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, Improvements for use as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable restaurant or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to diminishing the manner, time, and contractor for performance useful life of the work; providedImprovements, howeverexcept to a de minimis extent, that Landlord may not require Tenant to provide or (B) adversely affect any bonds structural component of the Building. Every Alteration shall be made in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance accordance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, legal requirements and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permitPermitted Encumbrances. If any governmental entity requires, as Tenant shall submit a condition request to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property approval of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not an Alteration which requires Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing whether with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall require Tenant to remove any so approve or all disapprove same within seven (7) days after submission of such improvements upon expiration modified proposal. If Landlord does not approve or earlier termination disapprove any proposal or modified proposal in writing with a detailed explanation of this Leaseits objections within the applicable seven (7) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. Tenant shall have the right upon expiration If Landlord does not disapprove such proposal or earlier termination modified proposal in writing with a detailed explanation of this Lease Landlord's objections to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be entitled deemed to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required have approved the Alterations proposed by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterTenant.

Alterations. 9.1 The initial improvement of the Premises under this Lease (i.e., “Landlord’s Work,” as defined in Exhibit B) shall be accomplished by Landlord or its designated contractor(s) in accordance with Exhibit B. Landlord shall deliver the Premises and Tenant shall accept the Premises in its “as is” condition as of the Lease Commencement Date, provided that Landlord shall deliver the Premises (i) vacant, in broom clean condition, and free of prior tenants and furniture, fixtures, equipment and personal belongings of a prior tenant, and (ii) with Landlord’s Work substantially complete and (collectively, the “Delivery Condition”). It is understood and agreed that the preceding sentence is not intended to waive or limit Landlord’s obligation to deliver the Premises in compliance with all applicable Laws (including the ADA). Landlord is under no obligation to make no alterations, additions any Alterations in or improvements to the Premises or the Building except as may be otherwise expressly provided in this Lease, including Exhibit B to this Lease. Upon Tenant’s written request, Landlord shall use commercially reasonable to enforce any warranties or guaranties obtained in connection with Landlord’s Work. 9.2 Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building without the prior written consent of Landlord, which consent may be given withheld or withheld granted in Landlord's ’s sole discretionand absolute discretion with respect to Structural and System Alterations and any Alterations which are visible from the exterior of the Premises, and which consent shall not be unreasonably withheld, conditioned or delayed with respect to all other Alterations. Notwithstanding the foregoing, Tenant shall have the right to make Cosmetic Changes within the Premises without first obtaining the consent of Landlord. All Alterations made by Tenant shall be made: (a) in a good, workerlike, first class and prompt manner; (b) using new or comparable materials only; (c) by a contractor reasonably approved in writing by Landlord; (d) on days and at times reasonably approved in writing by Landlord; (e) if architectural and/or engineering plans are required for such Alterations, under the supervision of an architect reasonably approved in writing by Landlord; (f) in accordance with plans and specifications reasonably acceptable to Landlord, approved in writing at Landlord’s standard charge; (g) in accordance with all Laws, this Lease, and Landlord’s then-current construction rules and regulations; (h) after Tenant and its contractors have complied with the insurance requirements set forth in this Lease, and any additional insurance to be obtained by Tenant’s contractors and subcontractors as reasonably required by Landlord; and (i) upon request, after Tenant has delivered to Landlord documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete the Alterations in accordance with the provisions of this Lease (including, at Landlord’s reasonable request, a payment or performance bond). If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall not unreasonably withhold be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a bond reasonably acceptable to Landlord. If Landlord gives its consent to the making of any alterationsAlteration, additions such consent shall not be deemed to be an agreement or improvements consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant’s account and at Tenant’s sole cost less than One Dollar and expense, Landlord having no obligation or responsibility in respect thereof. Landlord’s approval of any plans and drawings ($1.00and changes thereto) per square foot regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord’s representation that such approved plans, drawings, changes or Alterations comply with Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the improved portions responsibility of Tenant. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises (excluding warehouse square footage) or the Building, fire and do not (i) affect life safety systems, the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions roof of the Building, includingor any areas outside of the Premises shall, but not limited toat Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the cost therefor is competitive). In connection with any Alteration, Landlord shall be paid a construction supervision fee in an amount equal to three percent (3%) of the total cost of such Alteration. Promptly after the completion of an Alteration for which architectural and/or engineering plans were required, or which includes Cabling, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as built (or record) drawings and CAD drawings showing such Alteration in place. In addition, on Landlord’s request, Tenant shall certify the names of all contractors and subcontractors who did work on the Alterations and shall provide final lien waives from all such contractors and subcontractors and any other documentation customarily provided in the State in which the Building is located to extinguish liens. All contractors and subcontractors shall be required to procure and maintain insurance against such risks, in such amounts, and with such companies as Landlord may reasonably require. Certificates of such insurance, with evidence of the payment of premiums therefor, must be received by Landlord before any work is commenced. All contracts between Tenant and a contractor must explicitly require the contractor to (a) name Landlord and the Landlord Insured Parties as additional insureds and (b) indemnify and hold harmless Landlord and the Landlord Insured Parties. Notwithstanding anything contained in this Lease to the contrary, the roof, or (iii) require performance of any material change Alterations pursuant to the basic floor plan provisions of this Article IX or of any other provisions of this Lease or the Premises, Exhibits hereto shall not be done in a manner which would violate any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving union contracts affecting the Building, or (v) diminish by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the value business of Landlord or any tenant or occupant of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00)Building. Tenant shall obtain all required permits for immediately stop the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions performance of any Alterations or other activity if Landlord notifies Tenant that continuing such Alteration or activity would violate any union contracts affecting the ProjectBuilding, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. 9.3 If any Alterations that require Landlord’s consent are made without the prior written consent of Landlord, then Landlord shall have the right, at Tenant’s expense, to remove such Alterations and restore the Premises and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled Building to a supervision fee in their condition prior to the amount of five percent (5%) commencement of the cost of any work which requires a government permitunauthorized Alterations. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements All Alterations to the Premises or the Building made by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances either party shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall immediately become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing ; provided, however, that (a) subject to any plans for alterationsapplicable Landlord’s lien thereon, additions or improvements submitted for its approvalTenant shall remove from the Premises, Landlord shall notify Tenant in writing whether Landlord shall require Tenant prior to remove any or all of such improvements upon the expiration or earlier termination of this Leasethe Lease Term, (i) all personal property of Tenant, including without limitation movable furniture, furnishings and equipment installed in the Premises solely at the expense of Tenant (“Personal Property”), and (ii) all Cabling installed by or for Tenant anywhere in the Building, and (b) Tenant shall remove at its expense all Alterations and other items in the Premises or the Building which Landlord designates in writing for removal. Landlord shall make such designation promptly after receipt of a written request for such determination by Tenant given with Tenant’s request for Landlord’s approval of such Alteration. Notwithstanding the foregoing, Tenant shall not be required to remove: (x) Alterations (other than Cabling) consisting of standard buildout items that are typically installed by similar tenants in multi tenanted, multi-story, first class office buildings (such as partitions, but not interior staircases, for example), unless so indicated by Landlord at the time required above; and (y) any initial Alteration made by Landlord in initially finishing and completing the Premises in accordance with Exhibit B (i.e., Landlord’s Work). If such removal causes damage or injury to the Premises or the Building, then Landlord shall have the right, at Tenant’s expense, to repair all damage and injury to the Premises or the Building caused by such removal as aforesaid. Tenant expressly agrees that if any of Tenant’s Personal Property is not removed by Tenant prior to the earlier of (i) the expiration (or earlier termination) of the Lease Term or (ii) the termination of Tenant’s right of possession of the Premises, the same shall, at Landlord’s option, be deemed abandoned or become the property of Landlord surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right upon expiration or earlier termination of this Lease at Tenant’s expense to remove from the Premises any and or all phone systemssuch items or to require Tenant to do the same, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except except as otherwise provided in this Lease or in any Exhibit Section. If Tenant fails to this Lease, should Landlord make any alteration or improvement to return the Premises at the request of Tenant, to Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent as required by this Section 7.3Section, then Tenant shall pay to Landlord, all costs (including a construction management fee) incurred by Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterin effectuating such return.

Alterations. (a) Except as hereinafter expressly provided, Tenant shall make no alterationsimprovements, additions changes or improvements alterations in or to the Premises (“Alterations”) without the Landlord’s prior written consent of Landlordapproval, which consent may approval shall not be given unreasonably withheld, conditioned, or withheld in Landlord's sole discretiondelayed. Notwithstanding the foregoing, Landlord Landlord’s approval shall not unreasonably withhold its consent be required for (x) minor Alterations which are purely decorative in nature such as wallpapering, millwork, painting and carpeting (collectively, “Decorative Alterations”) and (y) Non-Material Alterations; provided, that (A) with respect to any alterationsDecorative Alterations and Non-Material Alterations, additions or improvements Tenant shall deliver notice thereof to Landlord at least 10 Business Days prior to the Premises which cost less than One Dollar commencement thereof, including detailed plans and specifications for any Non-Material Alteration ($1.00except to the extent the relevant Non-Material Alteration is of such a minor nature that it would not be customary industry practice for landlords of First Class Office Buildings to require their tenants to prepare plans and/or specifications for such work) per square foot and (B) Tenant shall adhere to the other applicable requirements of this Section 4.02. “Non-Material Alteration” means Alterations that (i) are limited to the improved portions interior of the Premises (excluding warehouse square footage) and do not (i) affect the exterior (including the appearance) of the Building or outside areas (or be visible from adjoining sites)any portion thereof, or (ii) are not structural and do not adversely affect the strength of the Building or penetrate any portion thereof, (iii) do not affect the usage or the functioning of any of the structural portions Building systems, (iv) do not affect other tenants or occupants of the Building, including, but (v) do not limited to, the roof, or (iii) require any material a change to the basic floor plan Building’s certificate of the Premisesoccupancy, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (xvi) do not fall within require a permit from the conditions identified in subparagraphs (i) through (v) above; New York City Department of Buildings and (yvii) cost less than Fifty Cents (do not exceed the Non-Material Alterations Cap. The “Non-Material Alterations Cap” means an aggregate of $.50) 100,000 per rentable square foot full floor of the Premises determined annually for all Non-Material Alterations performed by Tenant in any rolling 12-month period, Subject to CPI Increases (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter hereinafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letter.

Alterations. (a) Tenant shall make no alterations, improvements or additions in or to the Premises or any part thereof (individually and collectively, “Alterations”) without giving Landlord prior notice of the proposed Alterations and obtaining Landlord’s prior written consent thereto, which consent, except as hereinafter provided, shall not be unreasonably withheld, conditioned or delayed; provided, however, Landlord may withhold its consent if it determines, in its sole, but good faith, judgment, that any proposed Alterations would adversely affect any of the structural elements of the Building, the Building’s electrical, plumbing, heating, telecommunications, mechanical or life safety systems, or be visible from or affect the exterior of the Building. Notwithstanding the foregoing, Tenant shall be permitted to make cosmetic, nonstructural Alterations, additions or improvements entirely within the interior of the Premises, which do not adversely affect any Building systems, do not require the issuance of any electrical or building permit, and cost less than Twenty Thousand Dollars ($20,000.00) per year (“Tenant Permitted Alterations”), as to which Tenant shall be required to give Landlord not less than five (5) business days prior written notice, but which Tenant may perform without the requirements of this Paragraph relating to the Premises prior written consent of Landlord (but otherwise without waiving or releasing Tenant from compliance with any of the other provisions of this Article applicable to Alterations). Tenant shall not, without the prior written consent of LandlordLandlord in accordance with this Paragraph 12(c), which consent may erect or install any exterior or interior window or door signs, or any other type of sign or placard, whether within or outside the Building. All signs and placards visible from or attached to any windows or exterior Building elements must comply with the City of Oakland signage requirements applicable to the Project. Any and all signage shall be given or withheld in Landlord's sole discretiondeemed “Alterations” for all purposes of this Lease. Notwithstanding the foregoing, Tenant shall be permitted to install (i) identity signage at the main entry to the Premises on each floor on which the Premises is located, subject to compliance with Landlord’s general guidelines relating to signs inside the Building on office-occupancy floors, and (ii) exterior signage subject to Landlord’s reasonable consent provided the same complies with all applicable laws and regulations. (b) Any and all work by Tenant shall be performed only by contractors reasonably approved by Landlord shall not unreasonably withhold and, where the prior consent of Landlord is required, upon the approval by Landlord of fully detailed and dimensioned plans and specifications pertaining to the work in question, to be prepared and submitted by Tenant at its sole cost and expense. Landlord’s approval or consent to any alterationssuch work shall not impose any liability upon Landlord, additions and no action taken by Landlord in connection with such approval, including, without limitation, attending construction meetings of Tenant’s contractors, shall render Tenant the agent of Landlord for purposes of constructing any Alterations. Upon substantial completion of any Alterations requiring the prior consent of Landlord, Tenant shall deliver to Landlord two (2) sets of “as built” plans covering said Alterations and a copy of the final building permit for the work signed off as approved by the appropriate building inspector. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations. Landlord shall have the right to participate in the permitting process related to any such Alterations and Tenant shall coordinate the submittal of all permit applications with Landlord. Tenant shall be solely responsible for any additional alterations and improvements required by law to be made elsewhere in or improvements to the Premises, or in or to any portion of the Building, as a result of any Alterations to the Premises which cost less made by or for Tenant. All Alterations (other than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sitestrade fixtures), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, carpeting, other floor coverings, built-in shelving, built-in bookcases, built-in paneling and built-in security systems (excluding any leased or readily removable systems) made in or upon the roof, Premises either by or (iii) require any material change for Tenant and affixed to the basic floor plan or forming a part of the Premises, any material change to any structural or mechanical systems shall immediately upon installation become Landlord’s property free and clear of all liens and encumbrances. If requested by Landlord in writing delivered at the time Landlord approves of the Premises, installation or (iv) interfere in any manner with the proper functioning construction of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In additionsaid Alterations, Tenant shall gave remove or cause to be removed at its expense, upon the right expiration or any sooner termination of this Lease, any and all Alterations made in or upon the Premises during the Term of this Lease by or for Tenant. However, Tenant shall have no obligation to make alterationsremove any of the Tenant Improvements, additions data/voice cabling or improvements any other initial Alterations by Tenant to prepare the Premises for occupancy. (c) Tenant shall keep the Premises and the Building free from any mechanic’s liens, vendor’s liens or any other liens arising out of any work performed, materials furnished or obligations incurred by Tenant, and agrees to defend, indemnify and hold harmless Landlord from and against any such lien or claim or action thereon, together with costs of suit and reasonable attorneys’ fees incurred by Landlord in connection with any such claim or action. Before commencing any work or any alteration, addition or improvement to the PremisesPremises which requires Landlord’s consent, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord at least ten (10) business days’ written notice of the proposed commencement of work (to afford Landlord an opportunity to post appropriate notices of non-responsibility). In the event that there shall be recorded against the Premises or the Building or the property of which the Premises is a part any claim or lien arising out of any such changes which work performed, materials furnished or obligations incurred by Tenant and such claim or lien shall not be removed, bonded over or discharged by Tenant within ten (10) days of written notice from Landlord, Landlord shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, have the right but not limited tothe obligation to pay and discharge said lien by bond or otherwise without regard to whether such lien shall be lawful or correct. Any reasonable costs, a requirement that all work including attorneys’ fees incurred by Landlord, shall be covered paid by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the mannerTenant within ten (10) days after demand by Landlord. (d) Before any Alterations or construction with respect thereto are undertaken by or on behalf of Tenant, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all provide Landlord with certificates of insurance evidencing the maintenance in effect by Tenant (or Tenant shall require any contractor performing work on the Premises to carry and maintain, at no expense to Landlord) of workers’ compensation insurance as required permits by applicable law, builders’ risk insurance for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) the completed value of the cost of any work which requires a government permit. If any governmental entity requiresAlterations on an “all-risk” non-reporting form covering all Alterations under construction, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such including building materials, and with such contractors Commercial General Liability insurance (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing contractor’s liability coverage, contractual liability coverage and completed operations coverage) written on an occurrence basis with a minimum combined single limit of Two Million Dollars ($2,000,000) and adding the “Owner(s) of the Building and its (or their) respective members, principals, beneficiaries, partners, officers, directors, employees, agents (and their respective members and principals) and mortgagee(s)” (and any other designees of Landlord as the interest of such designees shall appear) as additional insureds. (e) Tenant shall pay to Landlord a project administration fee determined by Landlord in an amount equal to three percent (3%) of the hard cost of any Alterations to compensate Landlord for the administrative costs incurred and the Building services provided by Landlord in the supervision and coordination of the work or, in lieu thereof, if Landlord determines to engage a third party construction materials into manager specific to the construction of any Alterations, Tenant shall reimburse Landlord for the commercially reasonable fees and expenses of such third party construction manager. Notwithstanding anything to the contrary in the foregoing, Landlord waives payment of, and shall not charge Tenant, a project administration fee with respect to any Tenant Improvement proposed to be constructed by Tenant in connection with its initial occupancy of the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letter.

Alterations. (a) Tenant shall perform Tenant’s Work in accordance with the provisions set forth in Exhibit B hereof, and Landlord shall make available to Tenant the Improvements Allowance specified in Section 1.7, upon and subject to the terms provided in Exhibit B hereto. (b) Landlord shall have the responsibilities in respect of the condition of the Premises and the performance of work therein provided in Exhibit B-1 hereto. (c) Subject to subsection (b) above, and subject to any Landlord’s obligation to repair and maintain the Premises set forth in the Lease, Tenant shall accept the Premises in its “AS IS” condition, and Landlord shall have no alterations, additions obligation to make any alterations in or improvements to the Premises in order to prepare the same for Tenant’s occupancy. 9.2 Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building without the prior written consent of Landlord, which consent (a) may be given withheld or withheld granted in Landlord's ’s sole discretionand absolute discretion with regard to any Alterations that adversely affect, require modifications to, or increase the burden of the Premises upon, the Structural and System Alterations (including the installation of any interior staircases and Alterations that impact the Building Structure and Systems) and any Alterations which are visible from the exterior of the Premises, but (b) shall not be unreasonably withheld, conditioned or delayed with respect to interior Alterations typical for commercial office space. Notwithstanding the foregoing, Tenant shall have the right to make Cosmetic Changes within the Premises without requiring the consent of Landlord. All Alterations made by Tenant shall be performed and completed: (i) in accordance with all Laws; (ii) lien-free; (iii) in a good, competent, workmanlike and prompt manner using new or comparable materials only; (iv) on days and at times reasonably approved in writing by Landlord (which may include during business hours for particular work if and to the extent appropriate in light of the nature of the work); (v) after obtaining insurance policies meeting the requirements set forth in Section 13.2; and (vi) in compliance with the Construction Rules and Regulations (as defined in Section 6 of Exhibit B). For Tenant’s Alterations that do not constitute Cosmetic Changes, such Alternations shall further be performed and completed: (A) by a contractor reasonably approved in writing by Landlord; (B) under the supervision of an architect reasonably approved in writing by Landlord selected by Tenant and reasonably approved by Landlord; (C) in accordance with plans and specifications reasonably acceptable to Landlord without the obligation to use specifications that are higher than Building standard materials or those required by law, approved in writing at Landlord’s standard charge not unreasonably withhold to exceed $2,500; (D) after having obtained any required consent of the holder of any Mortgage of whom Tenant has written notice (provided that Landlord shall, upon Tenant’s written request made in connection with Tenant’s submission regarding particular Alterations, advise Tenant in writing whether consent is required under such Mortgage for such Alterations); (E) with the obligation for Tenant to deliver to Landlord written, unconditional, full or partial (as applicable) waivers of mechanics’ and materialmen’s liens against the Premises and the Building for all work, labor and services to be performed and materials to be furnished within fifteen (15) Business Days after the applicable portion of the Alterations are completed; and (F) upon request, after Tenant has delivered to Landlord documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete the Alteration in accordance with the provisions of this Lease. If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be discharged of record by Tenant in the manner provided by applicable Law within twenty (20) days thereafter, at Tenant’s sole cost and expense. If Landlord gives its consent to the making of any alterationsAlteration, additions such consent shall not be deemed to be an agreement or improvements consent by Landlord to subject its interest in the Premises or the Building to any liens which cost less than One Dollar may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant’s account, Landlord having no obligation or responsibility to construct or install the same. Landlord’s approval of any plans and drawings ($1.00and changes thereto) per square foot regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord’s representation that such approved plans, drawings, changes or Alterations comply with all Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the improved portions responsibility of Tenant. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises (excluding warehouse square footage) or the Building, fire and do not (i) affect life safety system, the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions roof of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot areas outside of the Premises determined annually shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (but without carryover provided the cost therefor is competitive). No construction supervision or compounding); provided that Tenant administration fee shall give Landlord written notice be payable in respect of such changes which notice shall include a reasonably detailed description thereofTenant’s Work. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in In connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable lawssubsequent Alterations, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to paid a construction supervision fee in the an amount of five equal to three percent (53%) of the total cost of any work which requires a government permitsuch Alteration. Promptly after the completion of an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built (or record) drawings and CAD drawings showing such Alteration in place. 9.3 If any governmental entity requiresAlterations that require Landlord’s consent are made without the prior written consent of Landlord, as a then Landlord shall have the right, at Tenant’s expense, to so remove and correct such Alterations and restore the Premises and the Building to the condition prior to any proposed alterations, additions or improvements the Alteration. All Alterations to the Premises or the Building made by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances either party shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall immediately become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term; provided, however, that Tenant shall remove, at Tenant’s sole costs and expense, all Alterations and other items (including any telecommunications, security, data, computer and similar equipment, cabling and wiring) in the Premises or the Building, which Landlord designates in writing for removal. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify make such designation promptly after receipt of a written request by Tenant given with Tenant’s request for Landlord’s approval of such Alteration. Notwithstanding the foregoing or anything to the contrary contained in writing this Lease, Tenant shall not be required to remove Alterations consisting of standard build-out items that are typically installed by similar tenants in multi tenanted, multi story, first class office buildings, including but not limited to the following: (a) the improvements in the kitchen, any restrooms/showers and other improvements that are depicted in or similar to those in the test fits prepared by ▇▇▇▇▇▇▇ Architecture for the Premises dated April 30, 2012 and February 24, 2012 (the “Test Fits”) attached hereto as Exhibit A; and (b) improvements such as data center and gym/work out rooms, whether or not these type of improvements are depicted in the Test Fits; provided that Tenant may be required to remove interior staircases, if any, installed by Tenant and perform related restoration work. Movable furniture, furnishings and equipment shall be deemed to exclude without limitation any item the removal of which might cause material damage to the Premises or the Building, or which would normally be removed from the Premises with the assistance of any major tool or machinery. If such removal causes damage or injury to the Premises or the Building, then Landlord shall require have the right, at Tenant’s expense, to repair all damage and injury to the Premises or the Building caused by such removal as aforesaid, if Tenant has not completed such repair with thirty (30) days following said damage or injury or, if earlier, prior to remove or by the Expiration Date (as the same may be extended as herein provided) or the effective date of any or all of such improvements upon expiration or earlier termination of this Lease. If such furniture, furnishings and equipment are not removed by Tenant shall have prior to or by the right upon expiration or earlier termination of this the Lease Term, the same shall at Landlord’s option be deemed abandoned or become the property of Landlord to be surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right at Tenant’s expense to remove from the Premises any and or all phone systemssuch items or to require Tenant to do the same, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except except as otherwise provided in this Lease or in any Exhibit Section. If Tenant fails to this Lease, should Landlord make any alteration or improvement to return the Premises at the request of Tenant, to Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent as required by this Section 7.3Section, then Tenant shall pay to Landlord, all costs (including a construction management fee) incurred by Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterin effectuating such return.

Alterations. Tenant Landlord’s consent shall make no alterationsnot be required for any Alteration that satisfies all of the following criteria: a) is of a cosmetic nature such as wallpapering, additions painting hanging pictures and installing carpet; b) is not visible from the outside of the Building or improvements Premises; c) will not affect the systems and structures of the Building; d) does not require work to be performed inside the walls or above the ceiling of the Premises without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion; and e) costs less than $10,000 as a single project. Notwithstanding the foregoingFor all other Alterations, Landlord shall not unreasonably unreasonable withhold its or delay consent and shall respond top Tenant’s written request for consent within ten (10) business days after receipt from Tenant that such notice is required. All of the following shall apply with respect to any alterations, additions or improvements all Alterations unless otherwise approved in writing by the Landlord: (a) the Alterations are non-structural and the structural integrity of the Property shall not be affected; (b) the Alterations are to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan interior of the Premises, any material change to any structural or mechanical systems of the Premises, or ; (ivc) interfere in any manner with the proper functioning of or Landlord's access to any the mechanical, electrical, plumbing or HVAC systemsheating, facilities or equipment located in or serving the Buildingventilating, or air-conditioning (v) diminish the value “HVAC”), sanitary and other service systems of the PremisesProperty shall not be affected and the usage of such systems by Tenant shall not be increased; and (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations. In additionAdditionally, before proceeding with any Alterations, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may imposeat Tenant’s expense, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required); and (iii) cause those contractors, rnaterialmen and suppliers engaged to perform the work Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance and workers’ compensation insurance. Such insurance policies shall satisfy all obligations imposed under Section 10.1. Tenant shall cause the Alterations to be performed in compliance with all applicable lawspermits, regulations Laws and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount requirements of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materialspublic authorities, and with such contractors (includingLandlord’s reasonable rules and regulations or any other restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, if required using materials and equipment at least equal in quality and class to the standards for the Property established by Landlord. With respect to any and all Alterations for which Landlord’s consent is required, Landlord's contractors) Tenant shall provide Landlord with “as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materialsbuilt” plans (upon completion), copies of all construction contracts, governmental – 10 – permits and certificates and proof of payment for all labor and materials, including, without limitation, asbestos-containing construction materials into the Premisescopies of paid invoices and final lien waivers. Any request for If Landlord's ’s consent shall be made in writing to any Alterations is required, and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writingprovides that consent, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises then at the end of the Term. time Landlord so consents, Landlord shall have the right to require also advise Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing shall require that Tenant would not have to remove such items upon Alterations at the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of the Term, Tenant shall have be responsible for the right upon expiration or earlier termination maintenance of this Lease appropriate commercial property insurance (pursuant to remove any and all phone systemsSection 10.2) therefor; however, furniture, fixtures and other personal property at Tenant's sole cost and expense provided if Landlord shall not require that Tenant remove the Alterations, such Alterations shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, constitute Landlord’s Property (defined below) and Landlord shall be entitled to prompt reimbursement from Tenant responsible for all costs incurred. If Landlord withholds any consent required by this Section 7.3the insurance thereof, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterSection 10.1.

Alterations. (a) Except as provided in Section 6.1(c) herein, and subject to the terms and provisions of Exhibit C-2 relating to the initial Tenant shall make Improvements to be installed prior to Tenant’s initial occupancy of the Premises, no alterations, additions or improvements (collectively “Improvements,” which term shall include the Tenant Improvements) shall be made to the Premises, whether before or during the Lease Term, without the prior written consent of Landlord, and all such Improvements, including, without limitation, subdividing partitions, walls and railings of whatever type, material or height, shall, when made, become the property of Landlord and remain upon and be surrendered with the Premises as a part thereof at the end of the Lease Term, unless, at the end of the Lease Term and subject to the terms and provisions of this Section 6.1(a), with regard to Improvements (including, without limitation, cabling and wiring) made to the Premises during the Lease Term, Landlord shall notify Tenant to remove same, in which latter event Tenant shall do so. With respect to any Improvement(s) for which Tenant seeks Landlord’s approval (as contemplated in Section 6.1(b) herein), if Landlord approves the proposed Improvement(s), Landlord shall also notify Tenant in writing, simultaneously with the delivery to Tenant of the approval communication, as to whether Landlord reserves the right to require Tenant, at the expiration or earlier termination of the Lease Term, to remove all or any portion of such Improvement(s) and to restore the Premises to the condition that existed immediately prior to the installation of such Improvement(s). If Landlord does not reserve such right to require Tenant to remove the relevant Improvement(s) and to restore the Premises at the expiration or earlier termination of the Lease Term at the time Landlord approves such Improvement(s), then Landlord shall be deemed to have waived such removal and restoration right. Tenant shall remain subject to Landlord’s right to require the removal of all or any portion of Improvements and the associated restoration to be completed by Tenant at the expiration or earlier termination of the Lease Term unless Landlord, as provided above in this Section 6.1(a), either has waived or is deemed to have waived (i.e., because Landlord has allowed the ten (10) business day period in Section 6.1(b) herein to lapse without responding) the right to require the removal of such Improvements and the associated restoration to be completed at the expiration or earlier termination of the Lease Term, Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to any alterations, additions or other Improvements (excluding, however, the initial Tenant Improvements installed prior to Tenant’s initial occupancy of the Premises) related to a single project so long as (i) the expenditures (or series of expenditures made with respect to such project in a six (6) month period) to be made in connection with such project do not exceed $50,000.00, (ii) such project does not involve connecting to or tampering with any Building system (including the Building systems referenced in Section 5.1(a)(x) herein) or any Building structural elements or components, (iii) such project does not require work to be performed inside the walls or above the ceiling of the Premises; (iv) such project does not involve any alterations, additions or other Improvements that are visible from the exterior of the Premises or the Building and (v) Tenant provides Landlord with written notice of such project at least thirty (30) days in advance of the commencement of same. (b) If Tenant is required to seek or desires to seek Landlord’s approval of plans and specifications for Improvements that Tenant desires to install, Tenant shall deliver to Landlord two (2) complete sets of reasonably detailed plans and specifications for such Improvements, including dimensions, materials, colors and similar information that landlords of other first-class suburban office buildings comparable to the Building in the south Charlotte area typically require in cases where they have a review right, and each such submittal shall be delivered to Landlord under the cover of a submittal form that is materially similar to the sample submittal form attached hereto as Exhibit J (with blanks completed). Upon Landlord’s receipt of a submittal of plans and specifications, Landlord shall complete such review and provide Landlord’s written response to such plans and specifications to Tenant within ten (10) business days after Tenant initially delivers such plans and specifications to Landlord. As provided in Section 6.1(a) herein, Landlord’s written response to Tenant also shall indicate whether Landlord reserves the right to require Tenant, at the expiration or earlier termination of the Lease Term, to remove all or any portion of such Improvement(s) and to restore the Premises to the condition that existed immediately prior to the installation of such Improvement(s). Landlord’s approval of any such plans and specifications shall not be unreasonably withheld, conditioned or delayed. If Landlord does not approve the plans and specifications, such written notice from Landlord to Tenant shall provide reasonably detailed comments and suggestions which, if incorporated in the plans and specifications, will render them acceptable to Landlord. Additionally, if Landlord requires more information in order to complete its review, Landlord shall so notify Tenant in writing within the foregoing ten (10) business day period. If Landlord initially does not approve plans and specifications or approves them conditioned upon certain modifications being made therein, the same process set forth above in this Section 6.1(b) shall apply to the resubmittal of such plans and specifications by Tenant to Landlord for Landlord’s approval or unconditional approval, as the case may be. Notwithstanding anything to the contrary contained in this Section 6.1(b), Exhibit C-2 shall control the procedure for submittal and approval of the Tenant Improvements Plans and Specifications (for the initial Tenant Improvements) to be prepared by the Architect/Engineer. (c) In addition to the terms and provisions contained in the last sentence in Section 6.1(a) herein, Tenant shall not core drill or in any other manner attempt to penetrate the floors of the Building without the prior written consent of Landlord, which consent Landlord may be given or withheld withhold in Landlord's its sole discretion. Notwithstanding All Improvements shall be constructed in a diligent, good and workmanlike manner, using, at a minimum, finishes which are Building Standard, using only contractors and subcontractors approved in advance and in writing by Landlord, and in compliance with all applicable legal requirements, including, without limitation, the foregoingprocurement of a building permit. With respect to any plans and specifications for Improvements which are approved by Landlord as contemplated in Section 6.1(b) herein, the relevant Improvements shall be constructed in accordance with the plans and specifications approved by Landlord. At Landlord’s request, Tenant shall obtain a Builders’ Risk Insurance Policy covering the Improvements in such amount as is reasonably requested by Landlord, naming Landlord and Landlord’s lender(s) as an additional insured and providing that such policy will not be canceled without giving Landlord and Landlord’s lender(s) at least fifteen (15) days’ prior written notice thereof, and upon completion of such Improvements, Tenant shall furnish Landlord with a complete set of as-built plans and specifications for the same along with a CAD or other electronic version (as reasonably requested by Landlord) of such plans and specifications. Tenant has no authority to allow, will not unreasonably withhold its consent permit, and will indemnify Landlord and hold it harmless from, any contractors’, laborers’, mechanics’, and/or materialmen’s liens, or any other similar liens filed against the Premises, the Land and/or the Building in connection with any Improvements. Also, with respect to any alterations, additions or improvements other Improvements to the Premises which cost less than One Dollar made by Tenant ($1.00) per square foot excluding, however, the initial Tenant Improvements installed prior to Tenant’s initial occupancy of the improved portions Premises), if Tenant requests, or if Landlord requires, the involvement of or work by Landlord’s construction coordinator, Tenant shall pay to Landlord the reasonable cost thereof (generally two percent (2%) or more of the Premises cost of the relevant Improvements), to be paid as Additional Rent within thirty (excluding warehouse square footage30) and do days of receipt of an invoice for the same; provided, however, Landlord shall not be entitled to require the involvement of or work by Landlord’s construction coordinator unless (i) affect the exterior Tenant is leasing from Landlord less than all of the Building or outside areas (or be visible from adjoining sites)rentable space of the Building, or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roofTenant is failing to comply, or (iii) require any material change has previously failed to comply, with Landlord’s construction requirements and guidelines. Landlord shall have no obligation to provide a construction coordinator relative to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or initial Tenant Improvements. Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; ’s concerns and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include requirements for a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds supervisory role in connection with any particular alterations project Improvements will be greater relative to any portion of the Lease Term during which costs Tenant is leasing from Landlord less than One Hundred Thousand Dollars ($100,000.00)all of the rentable space in the Building. In connection with any Improvements, Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to use only the Loading Dock Elevator (which Tenant shall pad and protect to prevent damage to same and the finishes therein) at no additional cost to Tenant beyond the rent otherwise provided for in this Lease, provided all such usage shall be subject to the standard Building Rules and Regulations in effect from time to time, as referenced in Section 7.4 herein and on Exhibit F attached hereto (the “Building Rules and Regulations”). Additionally, Tenant shall cause the construction of any Improvements to be completed in a supervision fee manner that does not materially adversely impact or disrupt other tenants and occupants in the amount of five percent Building and in other buildings in the Business Park. (5%d) of Notwithstanding the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements foregoing terms and provisions in this Article VI to the Premises by Tenantcontrary, that improvements be reference is made to the Common Areas, terms and if Landlord consents to such improvements provisions of Exhibit G hereto regarding the rights and obligations of the parties relating to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to Generator and the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterCommunications Equipment.

Alterations. For purposes of this Lease, any physical improvement, addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make no alterations, additions or improvements cause to be made any Alteration in or to the Premises without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect without Landlord's consent, if such Alteration consists of the exterior demolition of the Building or outside areas and reconstruction of a new prototypical building so long as: (or be visible from adjoining sites)A) the new building is constructed in compliance with applicable codes and Permitted Exceptions, or (iiB) affect or penetrate any of the structural portions Tenant continues to pay Rent, (C) construction is completed within nine (9) months following demolition of the Building, includingsubject to extension for force majeure events, but (D) Landlord has approved in advance the construction budget (which shall include a contingency) for the new building, such approval not limited toto be unreasonably withheld, delayed or conditioned, and (E) either (y) in the roofcase where the Guaranty is in full force and effect prior to demolition Tenant has provided Landlord with a commercially reasonable completion bond for the project or such other assurance of performance as Landlord may reasonably accept, or (iiiz) require any material change prior to demolition the Tenant deposits with Landlord cash (the "Deposit") sufficient to construct the building and improvement pursuant to the basic floor plan approved budget, with the Deposit being disbursed pursuant to the Landlord's then current construction disbursement procedures; (ii) without Landlord's consent, if such Alteration is performed in order to comply with any of the Premises, any material change to Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural or mechanical systems component of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or and (viii) in the case of any Alteration other than those permitted under clause (ii) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises. In additionPremises (including, Tenant shall gave by way of example only, but without limitation, by diminishing the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot utility of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, Improvements for use as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable restaurant or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to diminishing the manner, time, and contractor for performance useful life of the work; providedImprovements, howeverexcept to a de minimis extent, that Landlord may not require Tenant to provide or (B) adversely affect any bonds structural component of the Building. Every Alteration shall be made in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance accordance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, legal requirements and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permitPermitted Encumbrances. If any governmental entity requires, as Tenant shall submit a condition request to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property approval of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not an Alteration which requires Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing whether with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall require Tenant to remove any so approve or all disapprove same within seven (7) days after submission of such improvements upon expiration modified proposal. If Landlord does not approve or earlier termination disapprove any proposal or modified proposal in writing with a detailed explanation of this Leaseits objections within the applicable seven (7) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. Tenant shall have the right upon expiration If Landlord does not disapprove such proposal or earlier termination modified proposal in writing with a detailed explanation of this Lease Landlord's objections to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be entitled deemed to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required have approved the Alterations proposed by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterTenant.

Alterations. (a) Subject to the further provisions of this Section 8.01(a), Tenant shall make no alterations, additions changes or improvements alterations in or to the Premises (collectively, “Alterations”), without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may agrees not require Tenant to provide unreasonably withhold, condition or delay its consent in accordance with the procedure set forth in Section 8.02 below to Alterations that (1) do not affect the Building’s exterior (including the exterior appearance of the Building), (2) do not adversely affect the usage or the proper functioning of any bonds Building Systems, (3) are non-structural, (4) do not affect the Certificate of Occupancy covering the Building and/or Premises, and (5) do not adversely affect any service required to be furnished by Landlord to any other tenant or occupant of the Building (collectively, “Non-Material Alterations”). Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to Alterations which (i) are merely cosmetic or decorative in connection with any particular alterations project which costs nature and (ii) are reasonably estimated to cost less than One Hundred Thousand Dollars ($100,000.00100,000) for each project (a “Non-Consent Alteration”). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord All Alterations shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas performed in such manner, utilizing such materialsmanner and time, and with such contractors (includingmaterials, if required as are approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed, subject to the other provisions of this Article 8. Tenant may employ architects, contractors, subcontractors and engineering firms of Tenant’s choice to design and construct Alterations, subject to Landlord's contractors’s reasonable approval, such approval not to be unreasonably withheld, conditioned or delayed, subject to the other provisions of this Article 8, and so long as such contractors employ union labor with the proper jurisdictional qualifications; provided, that (i) as Landlord may require in its sole discretionall work to the Building’s life safety systems (including tie-ins to such systems) shall be performed by Landlord’s designated contractor provided that the rates charged by such contractor to Tenant are commercially reasonable, (ii) Tenant shall utilize Landlord’s designated expeditor provided that the rates charged by such expeditor to Tenant are commercially reasonable, and (iii) Tenant shall utilize and/or consult with Landlord’s consulting engineer for coordination of plan review provided that the rates charged by such engineer to Tenant are commercially reasonable. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into All Alterations to the Premises. Any request , including air-conditioning equipment and duct work, except movable office furniture and trade equipment installed at the expense of Tenant, shall, unless same constitute Specialty Alterations for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory which Tenant has been directed to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to remove from the Premises (excluding moveable trade fixtures and furniturein accordance with Section 8.01(b) shall hereof, become the property of Landlord Landlord, and shall be surrendered with the Premises Premises, at the end expiration or sooner termination of the Term. (b) Notwithstanding anything contained in this Lease to the contrary, Tenant shall not be obligated to remove any Alterations except for Specialty Alterations. For purposes of this Article 8, “Specialty Alterations” shall mean Alterations consisting of all voice and data wiring (other than wiring and cabling located in concealed (i.e., not visible) portions of the Building), raised computer room floors, vaults, generator, structurally reinforced filing systems, internal staircases, pneumatic tubes, vertical and horizontal transportation systems, any Alterations which penetrate or expand an existing penetration of any floor slab, any other Alterations which affect the structural elements of the Building (which for purposes of this Lease shall mean the exterior walls and roof of the Building, foundations, footings, load bearing columns, ceiling and floor slabs, windows and window frames of the Building); it being understood and agreed that no portion of Landlord’s Work as shown on Exhibit D annexed hereto shall be deemed to be a Specialty Alteration. Tenant shall, at Tenant’s cost and expense, remove any Specialty Alteration designated by Landlord, repair any damage to the Premises or the Building due to such removal, cap all electrical, plumbing and waste disposal lines in accordance with sound construction practice and restore the Premises to the condition existing prior to the making of such Specialty Alteration. All such work shall be performed in accordance with plans and specifications first reasonably approved by Landlord and all applicable terms, covenants, and conditions of this Lease. If Landlord’s insurance premiums increase as a result of any Specialty Alterations, Tenant shall pay each such increase each year as Additional Rent upon receipt of a ▇▇▇▇ therefor from Landlord. Landlord shall have advise Tenant together with Landlord’s approval of the right to require plans and specifications in question whether or not Tenant shall be required to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time portion of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items Specialty Alteration upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier sooner termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, as part of its request for such consent, notifies Landlord shall be entitled in writing that Landlord is required to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify make such election and/or designation as part of its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterconsent.

Alterations. Tenant shall not make no any alterations, additions improvements, or improvements changes (collectively the “Changes”) of any kind to the Premises, other than (so long as (x) such Changes do not require the issuance of permits, do not impact the structure of the Building (the “Building’s Structure”) or the heating, air conditioning and ventilating, mechanical, electrical and plumbing systems, controlled access system (if any), sprinkler system and fire/life safety system systems of the Building (the “Building’s Systems”) and (y) Tenant provides Landlord with reasonable advance notice of such Changes) (A) adding or changing furniture, equipment and other Tenant personal property within the Premises, (B) installing decorations within the Premises, and (C) cosmetic changes to the interior of the Premises such as repainting and recarpeting), without securing the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoingreasonable exercise of its discretion and in accordance with the procedure outlined below; however, Landlord shall not unreasonably may withhold its consent to any alterations, additions Changes that would (a) adversely affect (in the sole discretion of Landlord) the Building’s Structure or improvements to the Premises which cost less than One Dollar Building’s Systems ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building including restrooms or outside areas (or be visible from adjoining sitesmechanical rooms), or (iib) adversely affect or penetrate any (in the reasonable discretion of Landlord) (1) the provision of services to other occupants of the structural portions Property, (2) the exterior appearance of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v3) diminish the value appearance of the Property’s common areas or elevator lobby areas. All Changes, as well as the work described in the preceding sentence, shall be completed in a prompt and workmanlike manner, shall not materially alter or impair the character or use of the Building or the Premises, and, only in the event that other tenants lease space in the Building from landlord, shall be conducted by parties exercising commercially reasonably efforts to minimize disturbance to any other tenants in the Building during Normal Business Hours. In making any permitted Changes as well as in its use of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's its sole expense, make such required improvements fully comply with the declarations and restrictions that apply to the Common Areas in such mannerProperty, utilizing such materialsall applicable federal, state, and with such contractors local laws, ordinances, and regulations (includingincluding the acquisition of permits and the payment of fees), if required as well as any requirements imposed by Landlord’s insurer of which Tenant has notice and Tenant shall save Landlord harmless for and on account of all charges and damages incurred by Landlord as a result of any such Changes made by or on behalf of Tenant. Tenant shall, Landlord's contractors) as Landlord may require in at its sole discretion. Under no circumstances shall Tenant make expense, promptly comply with any improvement which incorporates notice from any Hazardous Materialsfederal, includingstate, without limitationor local authorities, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed relating to the Premises (excluding moveable trade fixtures and furniture) shall become or the property Building, which is served upon it or upon Landlord, where caused either by Tenant’s use of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove or by any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this LeaseChanges made by Tenant. Tenant shall have the right upon expiration discharge or earlier termination of this Lease to remove bond off any and all phone systems, furniture, fixtures and liens arising from any Changes made or other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to work done within the Premises at the request by Tenant or under a contract to which Tenant is a party within thirty (30) days of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions ’s notice of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterfiling thereof.

Alterations. Tenant The following provisions regarding alterations shall supplement and be in addition to the provisions of the Prime Lease regarding alterations: (i) SUBLESSEE'S ALTERATIONS. Sublessee shall not make no any alterations, additions or improvements other physical changes in or about the Subleased Premises, or other alterations to prepare the Subleased Premises for its use (collectively, "ALTERATIONS"), other than decorative Alterations such as painting, wall coverings and floor coverings (collectively, "DECORATIVE ALTERATIONS"), without Sublessor's (and if required by the Prime Lease, Landlord's) prior written consent of Landlordconsent, which consent may be given or withheld in Sublessor's and/or Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall Sublessor will not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar Alterations so long as such Alterations ($1.00i) per square foot of the improved portions of the Premises (excluding warehouse square footage) are non-structural and do not affect the building systems, (iii) are performed by contractors approved by Sublessor and/or Landlord to perform such Alterations, (iii) affect only the exterior Subleased Premises and are not visible from outside of the Subleased Premises or the Building, (iv) do not affect the certificate of occupancy issued for the Building or outside areas the Subleased Premises, (or be visible from adjoining sites)v) are consistent with the design, or (ii) affect or penetrate any of the structural portions construction and equipment of the Building, including, but (vi) do not limited to, the roof, adversely affect any service furnished by Landlord or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere Sublessor in any manner connection with the proper functioning operation of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (vvii) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work are in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) terms of the cost of any work which requires a government permit. If any governmental entity requires, as a condition Prime Lease and (viii) are consented to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterterms of the Prime Lease. Notwithstanding anything to the contrary herein, all alterations by Sublessee shall be architecturally similar to the existing improvements in the building in Sublessor's reasonable judgment and all construction materials and laboratory furnishings shall be of equal or greater quality than those currently existing in the Building and any fume hoods and biosafety cabinets installed by Sublessee shall be from the same manufacturer.

Alterations. Tenant shall may, from time to time, at its expense, make no alterations, additions alterations or improvements in and to the Premises without (hereinafter collectively referred to as “Alterations”), provided that Tenant first obtains the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withhold its consent withheld or delayed. All of the following shall apply with respect to any alterations, additions or improvements all Alterations: (a) the Alterations are non-structural and the structural integrity of the Property shall not be affected; (b) the Alterations are to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan interior of the Premises; (c) subject to the modifications approved by Landlord in writing to the mechanical, any material change to any structural or mechanical systems electrical, heating, ventilating, air-conditioning (“HVAC”) which are part of the PremisesTenant Improvements, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanicalthe HVAC, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value sanitary and other service systems of the PremisesProperty shall not be affected and the usage of such systems by Tenant shall not be increased; (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations; and (e) Tenant shall have provided Landlord with reasonably detailed plans for such Alterations in advance of requesting Landlord’s consent. In additionAdditionally, before proceeding with any Alterations, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may imposeat Tenant’s reasonable expense, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required), which approval shall not be unreasonably withheld or delayed; and (iii) cause those contractors, materialmen and suppliers engaged to perform the work Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance (providing the same coverages as required in Section 10.2 above) and workers’ compensation insurance. Such insurance policies shall satisfy the obligations imposed under Section 10.2. Tenant shall cause the Alterations to be performed in compliance with all applicable lawspermits, regulations Laws and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount requirements of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materialspublic authorities, and with such contractors (includingLandlord’s reasonable, if required non-discriminatory rules and regulations or any other reasonable restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to he diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for the Property reasonably established by Landlord. Tenant shall provide Landlord with “as built” plans, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materialscopies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, asbestos-containing construction materials into the Premisescopies of paid invoices and final lien waivers. Any request for If Landlord's ’s consent shall be made in writing to any Alterations is required, and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writingprovides that consent, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises then at the end of the Term. time Landlord so consents, Landlord shall have the right to require also advise Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing shall require that Tenant would not have to remove such items upon Alterations at the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of the Term, Tenant shall have be responsible for the right upon expiration or earlier termination maintenance of this Lease appropriate commercial property insurance (pursuant to remove any and all phone systemsSection 10.2) therefor; however, furniture, fixtures and other personal property at Tenant's sole cost and expense provided if Landlord shall not require that Tenant remove the Alterations, such Alterations shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, constitute Landlord’s Property and Landlord shall be entitled to prompt reimbursement from Tenant responsible for all costs incurred. If Landlord withholds any consent required by this Section 7.3the insurance thereof, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterSection 10.1.

Alterations. 8.1 Save as set out below the Tenant shall not, other than in relation to the Tenant’s Works: 8.1.1 alter or interfere with any part of the Building and/or the Retained Property; 8.1.2 make no alterations, additions any addition or improvements alteration to the Premises unless permitted by this Clause; 8.1.3 alter or interfere with the operation of any Conduits and/or Facilities which serve any part of the Retained Property without the prior written consent of the Landlord in the Landlord, which consent may be given or withheld in Landlord's sole ’s absolute discretion. Notwithstanding the foregoing, Landlord . 8.2 The Tenant shall not unreasonably withhold its consent to any alterations, additions or improvements other than in relation to the Premises Tenant’s Works: 8.2.1 erect any new building or structure on the Premises; and/or 8.2.2 make structural alterations or additions to the Building; 8.2.3 make an Internal Alteration which cost less than One Dollar ($1.00) per square foot is not permitted without the Landlord’s consent pursuant to Clause 8.3 without in each such case the Landlord’s prior written consent in the Landlord’s absolute discretion. 8.3 The Tenant may without the consent of the improved portions Landlord make an Internal Alteration without requiring the Landlord’s consent provided that: 8.3.1 the Tenant shall provide full details in writing to the Landlord of such internal non-structural alterations and/or non-structural demountable partitioning prior to commencing such work or internal demountable partitioning; and 8.3.2 it does not interfere with the operation of any Conduits and/or Facilities (if any) which serve any part of the Premises (excluding warehouse square footage) Retained Property, and do not (i) affect for the exterior avoidance of doubt any partitioning installed by the Tenant shall be and remain a tenant’s fixture for all purposes of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate Lease. 8.4 The Landlord may before giving any consent under this Clause require: 8.4.1 the submission to the Landlord of drawings and specifications showing the structural portions proposed alteration; and 8.4.2 the execution of such licence to carry out the proposed alteration as the Landlord may reasonably require. 8.5 For the avoidance of doubt the Tenant is not permitted to place any satellite dishes on any part of the Building, includingother than a maximum of seven satellite dishes each with a maximum diameter of 90 cm, but not limited to, provided always that any such satellite dishes must be located on the roof, or (iii) require any material change to the basic fifth floor plan of the Premises, any material change Building to any structural or mechanical systems be built as part of the PremisesTenant’s Works, or (iv) interfere in any manner with and must not be visible from ground level, and provided always that the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem if reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with the Retained Property (whether related to development or any particular alterations project which costs other matter) on giving the Tenant not less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain 3 months’ notice require the removal of all required permits for and any of such satellite dishes from the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, Building and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) relocation of the cost of any work which requires a government permit. If any governmental entity requires, as a condition same to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letter.Block B.

Alterations. Tenant shall (a) Not to make no alterationsany alterations or additions to the Premises or to the Service Media or install any plant, additions equipment, apparatus or improvements machinery in the Premises, or to damage or modify in any way any doors, windows, walls, floors, ceilings or other part of the Premises without the Landlord’s prior written consent of Landlord, (which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withhold its withheld). (b) Not to install any air-conditioning plant or equipment, machinery or other mechanical apparatus on the Premises without the Landlord’s prior written consent (which consent shall not be unreasonably withheld), and to comply with the directions and instructions of the Landlord regarding such installation. (c) Not to erect, install or alter any alterationspartitioning on the Premises without the Landlord’s prior written consent (which consent shall not be unreasonably withheld), additions or improvements and to comply with the directions and instructions of the Landlord regarding such erection, installation and alteration (but Landlord’s consent shall not be required for installation of non-structural and demountable partitioning which is removable without damage to the Premises Premises). (d) Not without the Landlord’s prior written consent (which cost less than One Dollar ($1.00shall not be unreasonably withheld) per square foot to install additional locks, bolts or other fittings to the entrance doors of the improved portions Premises. (e) Not to erect exhibit or display on the Premises or the Building any writing, sign, aerial, flagpole or other device so as to be visible from outside the Building without the Landlord’s prior written consent provided that the Tenant may display its name or business name in the reception area of the Premises or on the door thereof in such lettering, characters and materials as the Landlord shall approve (excluding warehouse square footagewhich approval shall not be unreasonably withheld). (f) and Not to do not (i) affect anything which alters or affects the exterior external appearance of the Building or outside areas (to make alterations or be visible from adjoining sites), additions to the structure or (ii) affect or penetrate any of except for the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements permitted works to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot other parts of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, includingBuilding or, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed Common Parts. (g) In carrying out any permitted works whatsoever to the Premises or anywhere within the Development to observe and perform the provisions of Clause 3.2 (excluding moveable trade fixtures Fitting Out) mutatis mutandis. (h) In applying for the Landlord’s consent or approval under this Clause 3.11 (Alterations), the Tenant shall provide the Landlord with information which the Landlord deems necessary at its sole and furnitureabsolute discretion on the effect of such alteration, addition, installation or erection (as the case may be) shall become on the property of Landlord and shall be surrendered with the Premises at the end efficiency of the Term. Landlord shall have use of energy and water in the right to require Tenant to remove any alterationsPremises, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon Building and/or the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterDevelopment.

Alterations. Tenant shall make no alterations, additions or improvements to the Premises without the Landlord’s prior written consent of as provided herein and without a valid bulldlng permit issued by the appropriate governmental agency. To the extent that any alterations, additions or improvements to the Premises constitute “Major Alterations” (as defined below), Landlord may withhold its consent In Landlord’s sole and absolute discretion; otherwise, which Landlord’s consent may to any alterations, additions or Improvements to the Premises other than Major Alterations shall not be given unreasonably withheld, conditioned or withheld in Landlord's sole discretiondelayed. Notwithstanding the foregoing, Landlord shall not unreasonably withhold withhold, condition or delay its consent to the initial alterations, additions and improvements included in the Tenant Improvements contemplated under paragraph 2.3. As used herein, “Major Alterations” shall mean any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect which are visible from outside the Building (including design and aesthetic changes), (ii) which are structural In nature and/or (iii) to the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions roof of the Building. In furtherance of the foregoing, includingLandlord may only withhold its consent in ▇▇▇▇▇▇▇▇’s sole and absolute discretion to ▇▇▇▇▇▇’s proposed alterations to the heating, but not limited toventilation and/or air conditioning systems serving the Premises, the fire sprinkler, plumbing, electrical, mechanical and/or any other systems serving the Premises (collectively, the “Building Systems”) only to the extent such proposed alteration (1) are visible from outside the Building, and/or (2) adversely affects (in the reasonable discretion of Landlord) the exterior of the Building or the roof, foundation or (iii) require structural elements of the Building; otherwise, in all other cases, ▇▇▇▇▇▇▇▇’s consent to any material change proposed alteration to the basic floor plan of the PremisesBuilding Systems shall not be unreasonably withheld, any material change to any structural conditioned or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premisesdelayed. In addition, Tenant shall gave notify Landlord in writing at least fifteen (15) business days prior to commencement of any such work to enable Landlord to post any notice deemed proper before the right to make commencement of such work. Any and ail such alterations, additions or improvements to the Premisesshall comply with all Applicable Laws including, without having ilmitatlon, obtaining any required permits or other governmental approvals. Tenant shall cause its contractors and subcontractors to obtain maintain insurance reasonably acceptable to Landlord's consent which: . Upon termination of this Lease, any alterations, additions and Improvements (xincluding without limitation all electrical, lighting, plumbing, heating and air-conditioning equipment, doors, windows, partitions, drapery, carpeting, shelving, counters, and physically attached fixtures) do not fall within made by Tenant, including the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot Tenant Improvements, shall at once become part of the Premises determined annually (but without carryover really and belong to Landlord unless the terms of the applicable consent provide otherwise, or compounding); provided Landlord subsequently requests in writing to Tenant that Tenant shall give Landlord written notice part or all of such changes which notice shall include a reasonably detailed description thereof. Landlord may imposeTenant additions, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable alterations or desirable, including, but not limited to, a requirement that all work improvements be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the workremoved; provided, however, that, such subsequent written request shall be delivered to Tenant (a) in the event Tenant does not timely deliver any Option Notice (as defined below) to renew the Lease, no later than seventeen (17) months prior to the expiration of the then Lease Term (time being of the essence), or (b) in the event Tenant has exhausted all options to renew this Lease pursuant to Paragraph 25.1, no later than the date that Landlord may is seventeen (17) months prior to the expiration of the then Lease Term (time being of the essence). In the event Tenant is required to remove part of all of such Tenant additions, alterations or improvements pursuant to the foregoing sentence, Tenant, at its sole cost and expense, shall promptly remove the specified additions, alterations or improvements and shall fully repair and restore the relevant portion(s) of the Premises to the condition in which Tenant is otherwise required to surrender the Premises under Paragraph 18.1. 6.5.1. Tenant shall have the right to make Cosmetic Alterations improvements not require Tenant to provide any bonds in connection with any particular alterations project which costs less than exceeding One Hundred Thousand Dollars ($100,000.00)) in the aggregate without the consent of Landlord. As used herein, a “Cosmetic Alteration” means a cosmetic, decorative nonstructural alteration that (i) is limited to the interior of the Premises, (ii) does not affect the exterior (including the appearance) of the Building, and (iii) is not structural. Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations give Landlord written notice (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to including a supervision fee in the amount of five percent (5%detailed description) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements Cosmetic Alterations at least fifteen (15) business days’ prior to the Premises by Tenant, that improvements commencement of construction thereof to allow Landlord to elect under this Paragraph 6.5 whether such Cosmetic Alterations will be made required to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items removed upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letter.

Alterations. 6.1. Tenant shall not make no any alterations, additions improvements or improvements changes to the Premises Premises, including installation of any security system or telephone or data communication wiring (“Alterations”), without the Landlord’s prior written consent of Landlordconsent, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withhold its withheld, conditioned, or delayed, provided ▇▇▇▇▇▇▇▇’s consent to any alterationsshall not be required for Cosmetic Alterations. As used herein, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not “Cosmetic Alterations” shall mean an Alteration that (i) is limited to the interior of the Premises, and (ii) does not affect the exterior (including the appearance) of the Building or outside areas Building, and (or be visible from adjoining sitesiii) is non-structural and does not affect the structural integrity of the Building, and (iv) does not require a building permit, and (v) does either (a) not exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in each instance (and Two Hundred Thousand and 00/100 Dollars ($200,000.00) in the aggregate in any twelve (12) month period), or (b) is for painting and building standard flooring, or seismic bracing. Tenant shall not be required to remove paint and carpeting that comprise Cosmetic Alterations upon expiration or termination of the Lease. Any Alterations shall be completed by Tenant at Tenant’s sole cost and expense: (i) with due diligence, in a good and workmanlike manner, using new materials; (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or in compliance with plans and specifications reasonably approved by Landlord; (iii) require any material change in compliance with the construction rules and regulations promulgated by Landlord from time to the basic floor plan of time; (iv) in accordance with all applicable Laws (including all work, whether structural or non-structural, inside or outside the Premises, required to comply fully with all applicable Laws, including the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.), and any material change to amendment thereto or regulations promulgated thereunder and any structural state or mechanical systems local law of the Premisessimilar purpose (collectively, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical“ADA”), electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or and necessitated by Tenant’s work); and (v) diminish the value of the Premises. In addition, Tenant shall gave the right subject to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the all reasonable conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may in Landlord’s reasonable discretion impose, as a condition including requirements for Tenant to its consent(a) provide payment or performance bonds or additional insurance (from Tenant or Tenant’s contractors, any requirements that Landlord in its discretion may deem reasonable subcontractors or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the workdesign professionals); provided, however, that Landlord may not shall only be entitled to require Tenant to provide any bonds to Landlord a payment or performance bond in connection with any particular alterations project which costs less than One Hundred Thousand Dollars Alterations in the event that following Landlord’s evaluation of Tenant’s then-current financial condition and performance history, Landlord determines in its good faith, prudent business judgment that the same is reasonably and prudently required; ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable lawsb) use properly licensed, regulations and ordinances, all covenants, conditions and restrictions affecting the Projectbonded, and insured contractors or subcontractors reasonably acceptable to Landlord; and (c) subject to the Rules express terms and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount conditions of five percent (5%) this Lease, remove all or part of the cost of any work which requires a government permit. If any governmental entity requires, as a condition Alterations prior to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions upon expiration or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end termination of the Term, as designated by Landlord. Notwithstanding anything to the contrary contained herein, so long as Tenant’s written request for consent for a proposed Alteration contains the following statement in large, bold and capped font “PURSUANT TO SECTION 6 OF THE LEASE, IF LANDLORD CONSENTS TO THE SUBJECT ALTERATION, LANDLORD SHALL NOTIFY TENANT IN WRITING WHETHER OR NOT LANDLORD WILL REQUIRE SUCH ALTERATION TO BE REMOVED AT THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE.”, at the time Landlord gives its consent for any Alterations, if it so does, Tenant shall have the right to require Tenant to remove any alterations, additions or improvements also be notified whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing will require that Tenant would not have to remove such items Alterations be removed upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have Notwithstanding anything to the right upon contrary contained in this Lease, at the expiration or earlier termination of this Lease and otherwise in accordance with Section 19.1 hereof, Tenant shall, subject to the following provisions of this Section 6.1, be required to remove all Alterations made to the Premises except for any such Alterations which Landlord expressly indicates or is deemed to have indicated shall not be required to be removed from the Premises by Tenant. If ▇▇▇▇▇▇’s written notice strictly complies with the foregoing and if Landlord fails to notify Tenant within ten (10) business days of Landlord’s receipt of such notice whether Tenant shall be required to remove the subject Alterations at the expiration or earlier termination of this Lease, it shall be assumed that Landlord shall require the removal of the subject Alteration at the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary contained in this Lease, it is agreed that, other than data and telecommunications wiring and cabling (which shall in all phone systemsevents be a required removable), furnitureTenant shall have no obligation to remove from the Premises any office improvements standard in office/R&D buildings substantially similar to, fixtures and in the vicinity of, the Buildings in the Project as of the date of this Lease, such as gypsum board, partitions, ceiling grids and tiles, fluorescent lighting panels, Building standard doors and carpeting. If any work outside the Premises, or any work on or adjacent to any of the Building Systems, is required in connection with or as a result of ▇▇▇▇▇▇’s work, such work shall be performed at Tenant’s expense by contractors selected by ▇▇▇▇▇▇ and reasonably approved by Landlord. ▇▇▇▇▇▇▇▇’s right to review and approve (or withhold approval of) Tenant’s plans, drawings, specifications, contractor(s) and other personal property at Tenant's sole cost aspects of construction work proposed by Tenant is intended solely to protect Landlord, the Premises and expense provided that Tenant ▇▇▇▇▇▇▇▇’s interests. No approval or consent by Landlord shall repair any damage caused be deemed or construed to be a representation or warranty by such removalLandlord as to the adequacy, sufficiency, fitness or suitability thereof or compliance thereof with applicable Laws or other requirements. Except as otherwise provided in this Lease ▇▇▇▇▇▇▇▇’s consent, all Alterations (other than Trade Fixtures) shall upon installation become part of the realty and be the property of Landlord (subject to Tenant’s obligation to remove from the Project at the expiration or in any Exhibit to earlier termination of this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterif applicable).

Alterations. 15.1 Tenant agrees that, except as provided below, it shall not make no or allow to be made any alterations, additions physical additions, or improvements in or to the Premises without first obtaining the prior written consent of Landlord in each instance. As used herein, the term “Minor Alteration” refers to an alteration that (a) does not affect the outside appearance of the Building and is not visible from the Common Areas, (b) is non-structural and does not impair the strength or structural integrity of the Building, and (c) does not affect the mechanical, electrical, HVAC or other systems of the Building. Landlord agrees not to unreasonably withhold its consent to any Minor Alteration. Landlord, which ’s consent to any other alteration may be given conditioned, given, or withheld in Landlord's ’s sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent consents to any alterationsrepainting, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites)recarpeting, or (ii) affect other purely cosmetic changes or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements upgrades to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs so long as (i) through the aggregate cost of such work is less than $5,000.00 in any twelve-month period, (vii) abovesuch work constitutes a Minor Alteration (iii) no building permit is required in connection therewith, and (iv) such work conforms to the then existing Building standards. At the time of said request, Tenant shall submit to Landlord plans and specifications of the proposed alterations, additions, or improvements; and (y) cost Landlord shall have a period of not less than Fifty Cents thirty ($.5030) per rentable square foot of the Premises determined annually (but without carryover days therefrom in which to review and approve or compounding)disapprove said plans; provided that Tenant shall give if Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements determines in good faith that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition third party to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, assist in reviewing such plans and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approvalspecifications, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letter.instead have

Alterations. 6.1 The Tenant shall make no alterationsnot effect any works, extensions, alterations or additions whatsoever to or improvements to affecting the interior or the exterior of the Premises without the prior written consent of the Landlord, which consent may such approval not to be given unreasonably withheld or withheld in Landlord's sole discretiondelayed. Notwithstanding For the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to purpose of seeking the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within hereunder, the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as submit to the mannerLandlord all plans, time, specifications and contractor details of proposed materials to be used for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular proposed alterations project which costs less than One Hundred Thousand Dollars and additions ($100,000.00"Proposed Plans"). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that . 6.2 The Landlord shall be entitled to a supervision fee engage its architect, engineer or other consultant(s) for the purpose of considering the Proposed Plans and for the purpose of supervising all works carried out by the Tenant, the fees and expenses of such architect, engineer and consultant(s) reasonably incurred in connection therewith shall be borne by the amount Tenant and forthwith paid by the Tenant to the Landlord on written demand. If the Tenant fails to make payment within fourteen (14) days from the date of five percent (5%) demand, the Landlord may effect payment of the cost same and all expenses so incurred by the Landlord together with interest at the rate stipulated in paragraph 6 of any work which requires a government permit. If any governmental entity requiresSchedule 2, calculated from the date of expenditure until the date they are paid by the Tenant to the Landlord, shall be recoverable from the Tenant as a condition to any proposed alterations, if they were rent in arrears. 6.3 All alterations and additions or improvements to the Premises shall only be carried out :- (a) in the case of any mechanical and electrical engineering works, by Tenanta specialist contractor appointed by the Tenant and approved by the Landlord; and (b) in all other cases, that improvements be made to by a contractor appointed by the Common Areas, Tenant and if Landlord consents to such improvements to approved by the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as such approval not to be unreasonably withheld or delayed. 6.4 No contractor, architect, engineer or other consultant, approved or appointed by the Landlord may require in its sole discretion. Under no circumstances shall Tenant make for any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed purpose related to the Premises (excluding moveable trade fixtures shall in any way be deemed to be the agent or employee of the Landlord, and furniture) the Landlord shall become not in any way be liable nor responsible for any act, omission, default, misconduct or negligence of such contractor, architect, engineer or consultant. 6.5 The Tenant shall apply for and obtain at its own cost and expenses all planning and other licences, permits and consents necessary or required under law or the property of Landlord Rules and Regulations for its alterations and additions and shall be surrendered carry out and complete all alterations and additions to the Premises in accordance with the Premises at Proposed Plans as approved by the end Landlord, in a good and workmanlike manner and in compliance with the reasonable requirements of the Term. Landlord's architect. 6.6 Subject to all the subparagraphs above, the Landlord shall have agrees to allow the Tenant the right to require Tenant renovate and upgrade the following Common Area at the Tenant's cost and expense, subject to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's the written consent was obtained by the Landlord to the materials and at design and all necessary approvals by the time of providing its consentrelevant competent authorities, Landlord notified Tenant in writing that Tenant would such consent not have to remove such items upon the expiration or earlier termination be unreasonably withheld:- (i) Entrance Lobby of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for Building; (ii) Passenger Lift of the Building; and (iii) Toilet on the 4th storey of the Building. 6.7 The Landlord agrees that the Tenant may install and maintain a card entry system at its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole own cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterPremises.

Alterations. Tenant shall 4.8.1 Not to cut injure maim remove or alter the Structure or any part thereof nor to merge the Premises with any adjoining premises. 4.8.2 Not to make no alterations, additions any alteration or improvements addition (whether structural or non­structural) to the exterior of the Premises or to the external appearance of the Premises. 4.8.3 Not to make any internal non-structural alteration or addition whatsoever of in or to the Premises without except 4.8.3.1 with the prior written consent of Landlord, the Landlord (which consent shall not be unreasonably withheld or delayed); 4.8.3.2 subject to such terms and conditions (including provision for reinstatement at the Tenant's cost on the expiration or sooner determination of the Term) as the Landlord may require; 4.8.3.3 in accordance with drawings and specifications previously submitted in triplicate to and approved in writing by or on behalf of the Landlord (such approval not to be given unreasonably withheld or withheld in Landlord's sole discretion. Notwithstanding delayed); and 4.8.3.4 after having obtained and supplied to the foregoing, Landlord copies of all requisite consents licences and permissions for the carrying out of such works from any local public or other authority or body and after the Landlord shall have notified the Tenant in writing that the same are satisfactory to it (such notification not to be unreasonably withhold its consent withheld or delayed). 4.8.4 Not to make or carry out any alterations, additions alteration addition or improvements extension to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions water gas electricity and other public utility service systems serving the Premises except with the prior written consent of the Building, including, but Landlord (which shall not limited to, be unreasonably withheld or delayed) and in accordance with the roof, or (iii) require any material change relevant codes of practice of the statutory undertaker concerned and to supply to the basic floor plan Landlord upon request an adequate drawing or drawings showing the actual position of all pipes wires cables and other services within the Premises installed amended or extended by the Tenant. 4.8.5 Nothing in this clause 4.8 shall prevent the Tenant from erecting altering and removing non-structural demountable partitioning and installing altering and removing cabling provided that the Tenant shall provide to the Landlord detailed plans of such works within six weeks of the Premises, any material change to any structural or mechanical systems of works being carried out and all works are removed and the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, good any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises damage caused at the end of the Term. Term howsoever determined (except where the Tenant has applied to court for a new tenancy under the provisions of part 4 of the Landlord and Tenant Act 1954 (as amended)). 4.8.6 In the event of the Tenant failing to observe this covenant it shall have be lawful for the right Landlord and its agents or surveyors with or without workmen and others and all persons authorised by the Landlord with any necessary materials and appliances to require enter upon the Premises and remove any alterations or additions and execute such works as may be necessary to restore the Premises to their former state and the cost thereof and all proper expenses (including surveyors' and other professional fees) together with interest thereon at the Stipulated Rate from the date of expenditure by the Landlord until payment by the Tenant as well after as before judgment shall be a debt due from the Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained the Landlord and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused be forthwith recoverable by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letteraction.

Alterations. 11.2.1 The Tenant shall not make no alterations, any alterations or additions or improvements to the Premises without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord except as Permitted by clause 11.2. 11.2.2 The Tenant shall not unreasonably withhold its consent to any alterations, additions or improvements make internal structural alterations to the Premises Premises. 11.2.3 The Tenant shall not make internal non-structural alterations or additions which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) will or may affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the Service Media or any plant or machinery (or any other services or systems) at the Premises or the Building without the consent of the Landlord, such [omitted] reasonably withheld or delayed. 11.2.4 The Tenant shall not make other internal, non-structural portions alterations without the consent of the Landlord, unless the Tenant shall have notified the Landlord of its intention to carry out any such works at least three weeks before it intends to begin the works and shall have demonstrated td the Landlord’s reasonable satisfaction that they do not affect any of the Service Media. In relation to any such works which the Tenant affects, it shall carry them out: (a) and complete them in a good and workmanlike manner, with new and good quality materials fit for the purpose for which they are required and so as to be free from defects and without using or permitting the use of any material or substance which, at the time of use, does not conform to all relevant British and European standards and codes of practice or which is generally known to the United Kingdom building industry at the time of use to be deleterious to health and safety or to the durability of the works in the particular circumstances in which it is used; (b) in accordance in all respects with all relevant legislation and the terms of any consents which are required for the works; (c) in a manner so as to cause as little inconvenience and annoyance as reasonably possible to the Landlord, any superior landlord and the other occupiers of the Building, including, but ; (d) so as not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of result in the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value other part of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: Building becoming unsafe; and (xe) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to at its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Projectsale risk, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled make good to a supervision fee in the amount of five percent (5%) Landlord’s satisfaction any damage arising out of, or incidental to, the carrying out or completion of the cost works and shall provide the Landlord with a set of any work which requires a government permit. If any governmental entity requires, as-built drawings as a condition soon as reasonably practicable after completion of the alterations or additions. 11.2.5 Subject to any proposed alterations, additions or improvements to clause 11.4 the Premises by Tenant, that improvements be made to the Common Areas, and Tenant shall if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if reasonably required by Landlord, Landlord's contractors) as the Landlord may require in its sole discretion. Under no circumstances shall Tenant make on reasonable notice before the end of the Term remove any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be alterations or additions made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair make good any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement that removal to the Premises at reasonable satisfaction of the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterLandlord).

Alterations. (a) Approval Process. ---------------- i) Interior Finishes or Structural Work. Tenant shall not make no ------------------------------------ or cause to be made interior finish work (alterations, additions or improvements improvements) to the Premises or structural interior alterations (structural interior alterations include but are not limited to alterations involving the Building electrical, mechanical, plumbing, fire safety, life or other Building systems), without the prior written consent approval of Landlord, which consent may approval shall not be given unreasonably withheld, unreasonably conditioned or withheld unreasonably delayed. All contractors used by Tenant shall be licensed and bonded and approved by Landlord in writing and in advance of any work. In addition, Tenant and Tenant's contractor shall comply with the terms and conditions provided in the Construction Rules and Regulations attached hereto as Exhibit "G." Tenant ----------- shall provide Landlord with written notice of its intent to make changes at least thirty (30) days prior to the start of any proposed work. Notice shall include detailed information concerning the following items: (a) General description of the changes to be made including the description of any demolition work; (b) List of proposed licensed and bonded contractors to do the work (Tenant is required to select from Landlord's third-party contractors for architectural, electrical, mechanical, fire or life safety systems work.); all contractors shall provide Landlord with a certificate of insurance complying with Landlord's insurance requirements prior to commencement of any work; (c) Estimate of the cost of work; (d) Intended work schedule including duration and indicating whether the work will be accomplished during "normal Building hours" or on an off-hours basis; and (e) Plans and specifications for the work, including all cabling and mechanical/electrical plans (unless work involves, e.g., decorating, floorings, wall coverings, carpeting, painting, where plans and specifications are not applicable). Notwithstanding the above to the contrary, in the event any proposed alterations are estimated by Landlord to cost in excess of $15,000.00, Landlord shall have the right, in Landlord's sole discretion, to contract directly with the approved contractor for the installation of the alterations. Notwithstanding If Landlord contracts directly with the foregoing, Landlord shall not unreasonably withhold its consent to any approved contractor for the installation of the alterations, additions or improvements to (1) Tenant shall reimburse Landlord for the Premises which cost less than One Dollar costs of installation, as Additional Rent, within ten ($1.0010) per square foot days of the improved portions Tenant's receipt of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites)an invoice for such costs and/or, or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or at Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In additionelection, Tenant shall gave the right to make alterations, additions or improvements deposit with Landlord prior to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot commencement of installation of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition alterations up to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five one hundred percent (5100%) of the estimated costs of installation, which Landlord shall apply toward such costs upon completion of the alterations, and (2) Tenant shall pay Landlord a construction management fee equal to two percent (2%) of the total cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed designing and installing the alterations, additions or improvements to the Premises by Tenantinclusive of taxes, that improvements be made to the Common Areaspermit fees, design fees, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterfees.

Alterations. 9.1 Tenant shall accept the Premises in its “as is” condition as of the date Landlord tenders possession thereof to Tenant. The initial improvement of the Premises under this Lease shall be accomplished by Tenant in accordance with Exhibit B and all other applicable provisions of this Lease. Landlord is under no obligation to make no alterations, additions any Alterations in or improvements to the Premises or the Building except as may be otherwise expressly provided in this Lease and any exhibits hereto. 9.2 Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building without the prior written consent of Landlord, which consent may be given withheld or withheld granted in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent and absolute discretion with respect to Structural and System Alterations and any alterations, additions or improvements to the Premises Alterations which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect are visible from the exterior of the Premises, and which consent shall not be unreasonably withheld, conditioned or delayed with respect to all other Alterations. All Alterations made by Tenant shall be made: (a) in a good, workerlike, first‑class and prompt manner; (b) using new or comparable materials only; (c) by a contractor reasonably approved in writing by Landlord; (d) on days and at times reasonably approved in writing by Landlord; (e) under the supervision of an architect reasonably approved in writing by Landlord; (f) in accordance with plans and specifications reasonably acceptable to Landlord, approved in writing at Landlord's standard charge; (g) in accordance with all Laws; (h) after having obtained any required consent of the holder of any Mortgage of whom Tenant has notice; (i) after obtaining public liability and worker's compensation insurance policies reasonably approved in writing by Landlord; (j) with the obligation for Tenant to deliver to Landlord written, unconditional, full or partial (as applicable) waivers of mechanics' and materialmen's liens against the Premises and the Building for all work, labor and services to be performed and materials to be furnished within ten (10) business days after the applicable portion of the Alterations are completed; and (k) upon request, after Tenant has delivered to Landlord documentation reasonably satisfactory to Landlord evidencing Tenant's financial ability to complete the Alteration in accordance with the provisions of this Lease (including, a payment or outside areas performance bond). If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be visible from adjoining sites)discharged by Tenant within ten (10) days thereafter, at Tenant's sole cost and expense, by the payment thereof or by the filing of a reasonably acceptable bond. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant's account, Landlord having no obligation or responsibility in respect thereof. Landlord's approval of any plans and drawings (iiand changes thereto) affect regarding any Alterations or penetrate any contractor or subcontractor performing such Alterations shall not constitute Landlord's representation that such approved plans, drawings, changes or Alterations comply with all Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the responsibility of Tenant. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the structural portions Premises or the Building, fire and life safety system, the roof of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot areas outside of the Premises determined annually shall, at Landlord's election, be performed by Landlord's designated contractor or subcontractor at Tenant's expense (but without carryover or compoundingprovided the cost therefor is competitive); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in In connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable lawsAlteration, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to paid a construction supervision fee in the an amount of equal to five percent (5%) of the total cost of any work such Alteration. Promptly after the completion of an Alteration for which requires a government permitworking drawings were prepared, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as‑built (or record) drawings and CAD and PDF drawings showing such Alteration in place. Notwithstanding the foregoing, Tenant shall have the right to make Cosmetic Changes within the Premises without requiring the consent of Landlord. 9.3 If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to Alterations that require Landlord's consent are made without the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areasprior written consent of Landlord, then Tenant shallLandlord shall have the right, at Tenant's sole expense, make to remove and correct such required improvements to Alterations and restore the Common Areas in such manner, utilizing such materials, Premises and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretionthe Building. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed All Alterations to the Premises (excluding moveable trade fixtures and furniture) or the Building made by either party shall immediately become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations; provided, additions or improvements submitted for its approvalhowever, Landlord that (a) if Tenant is not in default under this Lease, then Tenant shall notify Tenant in writing whether Landlord shall require Tenant have the right to remove any or all of such improvements upon remove, prior to the expiration or earlier termination of this Leasethe Lease Term, all movable furniture, furnishings and equipment installed in the Premises solely at the expense of Tenant, and (b) Tenant shall remove at its expense all Alterations and other items (including any telecommunications, security, data, computer and similar equipment, cabling and wiring) in the Premises or the Building which Landlord designates in writing for removal. Landlord shall make such designation promptly after receipt of a written request by Tenant given with Tenant's request for Landlord's approval of such Alteration. Notwithstanding the foregoing, Tenant shall not be required to remove: (x) Alterations consisting of standard buildout items that are typically installed by similar tenants in multi‑tenanted, multi‑story, first class office buildings (i.e. not interior staircases, high density filing systems, or moveable walls, for example), unless so indicated by Landlord at the time required above; and (y) any Alteration made by Tenant in initially finishing and completing the Premises in accordance with Exhibit B, except any Structural and System Alterations or as otherwise indicated on any of Tenant's plans. Movable furniture, furnishings and trade fixtures shall be deemed to exclude without limitation any item the removal of which might cause damage to the Premises or the Building or which would normally be removed from the Premises with the assistance of any tool or machinery other than a dolly. If such removal causes damage or injury to the Premises or the Building, then Landlord shall have the right upon right, at Tenant's expense, to repair all damage and injury to the Premises or the Building caused by such removal as aforesaid. If such furniture, furnishings and equipment are not removed by Tenant prior to the expiration or earlier termination of this the Lease Term, the same shall at Landlord's option be deemed abandoned or become the property of Landlord to remove any and all phone systemsbe surrendered with the Premises as a part thereof; provided, furniturehowever, fixtures and other personal property that Landlord shall have the right at Tenant's sole cost and expense provided that to remove from the Premises any or all such items or to require Tenant shall repair any damage caused by such removal. Except to do the same, except as otherwise provided in this Lease or in any Exhibit Section. If Tenant fails to this Lease, should Landlord make any alteration or improvement to return the Premises at the request of Tenant, to Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent as required by this Section 7.3Section, then Tenant shall pay to Landlord, all costs (including a construction management fee) incurred by Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterin effectuating such return.

Alterations. Tenant shall not make no alterationsor suffer to be made any alteration, additions addition or improvements improvement to or of the Premises or any part thereof (collectively referred to herein as "alterations") without (i) the prior written consent of Landlord, (ii) a valid building permit issued by the appropriate governmental authority and (iii) otherwise complying with all applicable laws, regulations and requirements of governmental agencies having jurisdiction and with the rules, regulations and requirements of any board of fire underwriters or similar body. Notwithstanding the foregoing, Tenant may make non-structural alterations costing in the aggregate less than one thousand dollars ($1,000.00) in any one year of the term without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and provided that such alterations do not (i) affect materially reduce the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan marketability of the Premises, any material change to any structural or mechanical systems and that Tenant promptly informs Landlord in writing of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value nature of the Premises. In addition, Tenant shall gave the right to make alterations, additions the cost thereof and the contractor engaged or improvements proposed to be engaged to perform such work, and provided further that all such work complies with clauses (ii) and (iii) above. Any alteration made by Tenant (excluding moveable furniture and trade fixtures not attached to the Premises) shall at once become a part of the Premises and belong to Landlord. Without limiting the foregoing, all heating, lighting, electrical (including all wiring, conduit, outlets, drops, buss ▇▇▇ts, main and subpanels), air conditioning, partitioning, drapery and carpet installations made by Tenant, regardless of how attached to the Premises, without having to obtain Landlord's consent which: (x) do not fall within together with all other alterations that have become an integral part of the conditions identified Project in subparagraphs (i) through (v) above; which the Premises are a part, shall be and (y) cost less than Fifty Cents ($.50) per rentable square foot become part of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory belong to Landlord upon installation and reasonable requirements as to the manner, timeshall not be deemed trade fixtures, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work remain upon and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end termination of the Termlease. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements Regardless of whether or not Landlord's consent was is required unless in connection with the making of any alteration by Tenant, the same shall be made by Tenant at its sole risk, cost and expense and only after Landlord's written consent was obtained approval of any contractor or person selected by Tenant for that purpose, and the same shall be made at such time and in such manner as Landlord may from time to time designate. Tenant shall, if required by Landlord, secure at Tenant's cost a completion and lien indemnity bond for such work. Upon the expiration or sooner termination of the term, Landlord may, at its sole option, require Tenant, at Tenant's sole cost and expense, to promptly both remove any such alteration made by Tenant and designated by Landlord to be removed and repair any damage to the Premises caused by such removal; provided, however, upon Tenant's written request, Landlord shall inform Tenant at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have consent to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing alteration whether Landlord shall require Tenant to remove any such alteration at the expiration of the term. Any moveable furniture and equipment or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, trade fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to remaining on the Premises at the request expiration or other termination of the term shall become the property of the Landlord unless promptly removed by Tenant. If during the term, and subject to paragraph 7 above, any alteration, addition or change of the Premises or the Project is required by law, regulation, ordinance or order of any public or quasi-public authority, Tenant, at its sole cost and expense, shall promptly make the same. If during the term any alterations, additions or changes to the Common Area or to the Project in which the Premises is located is required by law, regulation, ordinance or order of any public or quasi-public authority, and it is impractical in Landlord's judgment for the affected tenants to individually make such alterations, additions or changes, Landlord shall make such alterations, additions or changes and the cost thereof shall be entitled a common area charge and Tenant shall pay its percentage share of such cost to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letteras provided in paragraph 16.

Alterations. Except for cosmetic Alterations (such as painting, wall covering and floor covering) that (i) are not visible from the exterior of the Premises, (ii) do not affect the structure of the Building or any Building System, (iii) do not require penetrations into the floor, ceiling or walls, and (iv) do not require work within the walls, below the floor or above the ceiling, Tenant shall not make no alterations, additions or improvements permit any Alterations in or to the Premises without the prior written consent of first obtaining Landlord’s consent, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withhold its consent withheld. With respect to any alterations, additions Alterations made by or improvements to on behalf of Tenant (whether or not the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not Alteration requires Landlord’s consent): (i) affect not less than 10 days prior to commencing any Alteration, Tenant shall deliver to Landlord the exterior of plans, specifications and necessary permits for the Building Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord, Liberty Property Trust and any other associated or outside areas (or be visible from adjoining sites)affiliated entity as their interests may appear as additional insureds, or (ii) affect Tenant shall obtain Landlord’s prior written approval of any contractor or penetrate any of the structural portions of the Buildingsubcontractor which approval shall not be unreasonably withheld, including, but not limited to, the roofconditioned, or delayed, (iii) require any material change to the basic floor plan of the PremisesAlteration shall be constructed with new materials, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; a good and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the workmanlike manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable lawsLaws and the plans and specifications delivered to, regulations and, if required above, approved by Landlord, which approval shall not be unreasonably withheld, conditioned, or delayed, (iv) Tenant shall pay Landlord all reasonable costs and ordinances, all covenants, conditions expenses in connection with Landlord’s review of Tenant’s plans and restrictions affecting the Projectspecifications, and of any supervision or inspection of the Rules and Regulations (hereafter defined). Tenant understands and agrees that construction Landlord shall be entitled deems necessary, but not to a supervision fee in the amount of five exceed ten percent (510%) of the anticipated cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common AreasAlteration, and if Landlord consents to such improvements to the Common Areas, then (v) upon Landlord’s request Tenant shall, at Tenant's sole expenseprior to commencing any Alteration, make provide Landlord reasonable security against liens arising out of such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premisesconstruction. Any request for Landlord's consent Alteration by Tenant shall be made in writing the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Property and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. unless Landlord shall have the right gives notice to require Tenant to remove it, in which event Tenant will remove it, will repair any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained resulting damage and at will restore the time of providing its consentPremises to the condition existing prior to Tenant’s Alteration except for reasonable normal wear and tear. At Tenant’s request prior to Tenant making any Alterations, Landlord notified will notify Tenant in writing that whether Tenant would not have is required to remove such items upon the Alterations at the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have may install its trade fixtures, furniture and equipment in the right upon expiration Premises, provided that the installation and removal of them will not affect any structural portion of the Property, any Building System or earlier termination any other equipment or facilities serving the Building or any occupant. Notwithstanding anything herein to the contrary, Tenant is permitted to make Alterations that (i) are not visible from the exterior of this Lease to remove the Premises, (ii) do not affect the structure of the Building or the operation of any Building System, (iii) do not require penetrations into the floor, ceiling or walls, (iv) do not require work within the walls, below the floor, or above the ceiling, and all phone systems(v) cost less than $5,000 for any particular Alteration (“Minor Alteration”) without the advance written consent of the Landlord, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit advises Landlord of the Minor Alteration prior to this Lease, should Landlord make any alteration or improvement to commencing the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterwork.

Alterations. Except as otherwise provided in this Section, Tenant shall make no alterations, additions additions, fixtures or improvements (“Alterations”) to the Premises or the Building without the prior written consent of Landlord, which consent may shall not be given or withheld in Landlord's sole discretionunreasonably withheld. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements Tenant may make Alterations to the Premises which cost costing less than One Dollar Twenty-Five Thousand Dollars ($1.0025,000.00) per square foot during each calendar year of the improved portions Term without Landlord’s consent, provided, however, that any Alterations which change the structural, electrical or mechanical systems of the Premises (excluding warehouse square footage) and do Premises, or which require a governmental permit as a prerequisite to the construction thereof, shall require Landlord’s prior written consent, which shall not be unreasonably withheld. Notwithstanding anything to the contrary contained in either of the foregoing sentences, however, no Alterations shall: (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, including but not limited to, to the roof, or (iii) require any material change to the basic floor plan of the Premises, Premises or any material change to any structural or mechanical systems of the Premises, or (iv) fail to comply with any applicable governmental requirements, or (v) result in the Premises requiring building services beyond the level normally provided to other tenants, or (vi) interfere in any manner with the proper functioning of of, or Landlord's ’s access to to, any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (vvii) diminish the value of the Premises including, without limitation, using lesser quality materials than those existing in the Premises, or replace Standard Improvements. In additionFurther, in the event that any Alteration would result in a change from Landlord’s building standard materials and specifications for the Project (“Standard Improvements”), Tenant shall gave be responsible for the right to make alterations, additions or improvements cost of replacing such non-standard improvement (“Non-Standard Improvement”) with the applicable Standard Improvement (“Replacements”) which Replacements shall be completed prior to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot Expiration Date or earlier termination of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereofthis Lease. Landlord may impose, as a impose any condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, including but not limited to, to a requirement that the installation and/or removal of all work Alterations and Replacements be covered by a lien and completion bond satisfactory to Landlord in its sole and reasonable absolute discretion and requirements as to the manner, time, manner and contractor for time of performance of such work. Landlord shall in all events, whether or not Landlord’s consent is required, have the work; provided, however, that right to approve the contractor performing the installation and removal of Alterations and Replacements and Tenant shall not permit any contractor not approved by Landlord may not require Tenant to provide perform any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00)work on the Premises or on the Building. Tenant shall obtain all required permits for the work installation and removal of Alterations and Replacements and shall perform the work installation and removal of Alterations and Replacements in compliance with all applicable laws, regulations and ordinances, including without limitation the Americans with Disabilities Act, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined)as described in Article XVII. Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of such Alterations either requiring a permit from the City of San Diego or affecting any work mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building the Alterations. Under no circumstances shall Tenant make any Alterations or Replacements which requires a government permitincorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises, the Building or the Common Area. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises Alterations by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common AreasAreas (which consent may be withheld in the sole and absolute discretion of Landlord), then Tenant shall, at Tenant's ’s sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (includingcontractors, if required by Landlord, Landlord's contractors) architects and engineers as Landlord may require in its sole and absolute discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's ’s consent to any proposed Alterations shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Landlord may elect to cause its architect to review Tenant’s architectural plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should the work proposed by Tenant and consented to by Landlord modify the basic floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems and standards. Unless Landlord otherwise agrees in writing, all alterations, additions Alterations made or improvements affixed to the Premises Premises, the Building or to the Common Area (excluding moveable trade fixtures and furniture) ), including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term; except that Landlord may, as provided in the next succeeding paragraph of this Section 7.3, require Tenant to remove by the Expiration Date or sooner termination date of this Lease, all or any of the Alterations installed either by Tenant or by Landlord at Tenant’s request, including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), and to repair any damage to the Premises, the Building or the Common Area arising from that removal and restore the Premises to their condition prior to making such Alterations. As of the Expiration Date or earlier termination date of this Lease, Landlord shall have the right to require Tenant to remove any alterationsAlterations made by Tenant to the Premises and to replace same with the applicable Replacements, additions or improvements whether or not Landlord's ’s consent was required unless Landlord's written consent was obtained and required. Notwithstanding the foregoing, if at the time of providing its consentrequesting Landlord’s consent to any such Alterations, Landlord notified Tenant shall request in writing that Tenant would whether or not have Landlord shall require such Alterations to remove such items upon be removed and replaced as of the expiration Expiration Date or earlier termination date of the Lease Term. When reviewing any plans for alterationsthis Lease, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall then Landlord’s right to require Tenant to remove any or all of and replace such improvements upon expiration or earlier termination of this Lease. Tenant Alterations shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systemsbe exercised, furnitureif at all, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request time of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any Landlord’s consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterthereto.

Alterations. A. Except for interior, nonstructural alterations costing less than Twenty-five Thousand Dollars ($25,000.00) to perform, Tenant shall make no not make, or allow to be made, any alterations, additions physical additions, improvements or improvements partitions, in, about or to the Premises ("ALTERATIONS") without obtaining the prior written consent of Landlord, which consent may shall not be given unreasonably withheld, delayed or withheld conditioned with respect to proposed Alterations which: (a) comply with all applicable Regulations; (b) are, in Landlord's opinion, compatible with the Building or the Project and its mechanical, plumbing, electrical, heating/ventilation/air conditioning systems, and will not cause the Building or Project or such systems to be required to be modified to comply with any Regulations (including, without limitation, the Americans With Disabilities Act) unless Tenant agrees to perform the same at its sole discretioncost and expense; and (c) will not interfere with the use and occupancy of any other portion of the Project by any other tenant or its invitees. Notwithstanding Specifically, but without limiting the generality of the foregoing, Landlord shall have the right of written consent (which consent shall not be unreasonably withhold its consent to any alterationswithheld, additions delayed or improvements to conditioned) for all plans and specifications for the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) proposed Alterations, construction means and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites)methods, or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premisesall appropriate permits and licenses, any material change contractor or subcontractor to be employed on the work of Alterations, and the time for performance of such work, and may impose reasonable rules and regulations for contractors and subcontractors performing such work. Tenant shall also supply to Landlord any structural or mechanical systems of the Premises, or (iv) interfere documents and information reasonably requested by Landlord in any manner connection with the proper functioning of or Landlord's access consideration of a request for approval hereunder. Tenant shall cause all Alterations to any mechanicalbe accomplished in a first-class, electricalgood and workmanlike manner, plumbing or HVAC systemsand to comply with all applicable Regulations and Paragraph 27 hereof. If Landlord does not respond in writing within ten (10) days of receipt of Tenant's plan, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In additionstating with specificity its reasons therefor, Tenant shall gave deliver a second notice to Landlord, stating in bold type on the right first page thereof "URGENT - DELAY NOTICE," which notice may be delivered by facsimile to make alterationsLandlord at Landlord's Notice Address and as otherwise set forth in Paragraph 32, additions or improvements and if Landlord fails to the Premisesrespond within five (5) days thereafter, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that shall be deemed given. Tenant shall give at Tenant's sole expense, perform any additional work required under applicable Regulations due to the Alterations hereunder. No review or consent by Landlord written notice of such changes or to any proposed Alteration or additional work shall constitute a waiver of Tenant's obligations under this Paragraph 12. Tenant shall reimburse Landlord for all third-party costs which notice shall include a reasonably detailed description thereof. Landlord may imposereasonably and actually incur in connection with granting approval to Tenant for any such Alterations, as a condition including any costs or expenses which Landlord may incur in electing to its consenthave outside architects and engineers review said plans and specifications, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the mannerextent it is reasonably necessary to do so. All such Alterations shall remain the property of Tenant until the expiration or earlier termination of this Lease, time, at which time they shall be and contractor for performance become the property of the workLandlord; provided, however, that Landlord may not may, at Landlord's option, require that Tenant, at Tenant's expense, remove any or all Alterations made by Tenant which Landlord indicated at the time consent thereto was granted would have to provide be removed and restore the Premises by the expiration or earlier termination of this Lease, to their condition existing prior to the construction of any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00)such Alterations. Tenant shall obtain all required permits for the work All such removals and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord restoration shall be entitled accomplished in a first-class and good and workmanlike manner so as not to a supervision fee in the amount of five percent (5%) of the cost of cause any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements damage to the Premises by or Project whatsoever. If Tenant fails to remove such Alterations or Tenant's trade fixtures or furniture or other personal property, that improvements Landlord may keep and use them or remove any of them and cause them to be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shallstored or sold in accordance with applicable law, at Tenant's sole expense. In addition to and wholly apart from Tenant's obligation to pay Tenant's Proportionate Share of Operating Expenses, Tenant shall be responsible for and shall pay prior to delinquency any taxes or governmental service fees, possessory interest taxes, fees or charges in lieu of any such taxes, capital levies, or other charges imposed upon, levied with respect to or assessed against its fixtures or personal property, on the value of Alterations within the Premises, and on Tenant's interest pursuant to this Lease, or any increase in any of the foregoing based on such Alterations. To the extent that any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced to Tenant by Landlord. The work necessary to make such required improvements to the Common Areas Alterations shall be performed by employees, contractors or space planners employed by Landlord or, with Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, by space planners and/or contractors licensed in such manner, utilizing such materials, and with such contractors (includingCalifornia which are employed by Tenant. In addition, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and elected at the time of providing its consent, Landlord notified consent to any such Alterations was granted to require that any such Alterations be removed by Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing , and Landlord elects to be responsible for performing such removal, then notwithstanding the provisions of the preceding paragraph, Tenant shall pay to Landlord the cost of removing any plans such Alterations and restoring the Premises to their original condition such cost to include a reasonable charge for alterationsLandlord's overhead and profit as provided above, additions and such amount may be deducted from the Security Deposit or improvements submitted for its approval, any other sums or amounts held by Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of under this Lease. . B. In compliance with Paragraph 27 hereof, at least ten (10) business days before beginning construction of any Alteration, Tenant shall have give Landlord written notice of the right upon expiration or earlier termination expected commencement date of this Lease that construction to remove any permit Landlord to post and all phone systemsrecord a notice of non-responsibility. Upon substantial completion of construction, furnitureif the law so provides, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided cause a timely notice of completion to be recorded in this Lease or the office of the recorder of the county in any Exhibit to this Lease, should Landlord make any alteration or improvement to which the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterBuilding is located.

Alterations. (a) Except for the initial alterations and improvements to be made by Tenant prior to opening for business at the Premises, as described on Exhibit C (the “Initial Alterations”), Tenant shall make no alterations, additions installations, improvements, additions, or improvements to the Premises without the prior written consent of Landlordchanges, which consent may be given structural or withheld in Landlord's sole discretion. Notwithstanding the foregoingotherwise, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan part of the Premises, any material change to any structural either exterior or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premisesinterior, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord ’s written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may no consent shall be required for items of decoration, repainting, wallpapering, minor repairs, and non-structural changes, (i) which do not require Tenant to provide add to, delete from, or modify in any bonds in connection with way, any particular alterations project mechanical, electrical, sprinkler, plumbing, or fire protection system or other structural component of the Building, (ii) the cost of which costs less than One Hundred does not exceed Ten Thousand and No/100 Dollars ($100,000.0010,000.00). Tenant shall obtain all required permits for the work , or (iii) and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to do not require a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any ’s request for Landlord's ’s consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions any subsequent alterations or improvements affixed changes to the Premises (excluding “Subsequent Alterations”) requiring Landlord’s consent shall be accompanied by plans stating in detail, precisely what is to be done. The Initial Alterations and any Subsequent Alterations (collectively, “Alterations”) shall be at Tenant’s sole cost and expense. Tenant shall comply with the building codes, regulations and laws, now or hereafter, to be made or enforced in the municipality, county and/or state, which pertain to such Alterations. Except to the extent expressly provided to the contrary in this Lease, the Alterations (except only moveable trade fixtures office furniture and furniturefixtures) shall become and remain a part of the Premises and shall, at Landlord’s option, become Landlord’s property upon the termination of Tenant’s occupancy of said Premises; provided, however, that if Landlord gives written notice to Tenant at the expiration or other termination of this Lease to such effect, it may require Tenant to restore said Premises, at Tenant’s sole cost and expense, to the condition in which the Premises are required to be on the later of (i) the Rent Commencement Date, or (ii) the date Tenant opens for business, or (iii) the completion of all work of Landlord and shall Tenant contemplated to be surrendered with performed in the Premises at pursuant to the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination provisions of this Lease. Tenant shall have save Landlord harmless from and against all expenses, liens, claims or damages to either property or person which may or might arise by reason of the making of any such additions, improvements, alterations and/or installations. Landlord reserves the right upon expiration to change, increase or earlier termination reduce, from time to time, the number, composition, dimensions or location of any parking areas, signs, the Building name, service areas, walkways, roadways or other common areas or make alterations or additions to the Building, in its sole discretion, so long as such change does not materially adversely affect Tenant’s use and occupancy of the Premises. Landlord’s approval of Tenant’s plans and specifications under this Article 9 or any other provisions of this Lease is solely for the purpose of ascertaining whether Tenant’s proposed Alterations will have an adverse impact on the structural components or Common Facilities of the Building and to remove any insure the aesthetic and all phone systems, furniture, fixtures and other personal property at architectural harmony of the Tenant's sole cost and expense provided that Tenant shall repair any damage caused ’s proposed Alterations with the remainder of the Building. No approval of plans by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled deemed to prompt reimbursement from be a representation or warranty by Landlord that such plans or the work provided for therein will comply with applicable codes, laws or regulations or be in conformance with any insurance or other requirements which affect the Premises or the Building, and Tenant for shall have the sole responsibility of complying with all costs incurredsuch requirements notwithstanding Landlord’s approval of Tenant’s plans. (b) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT UPON CREDIT, AND THAT NO MECHANICS’ OR OTHER LIEN FOR ANY SUCH LABOR OR MATERIALS SHALL ATTACH TO OR AFFECT THE ESTATE OR INTEREST OF LANDLORD IN AND TO THE PREMISES OR THE BUILDING. If Landlord withholds any consent required by this Section 7.3WHENEVER AND AS OFTEN AS ANY LIEN ARISING OUT OF OR IN CONNECTION WITH ANY WORK PERFORMED, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterMATERIALS FURNISHED OR OBLIGATIONS INCURRED BY OR ON BEHALF OF TENANT SHALL HAVE BEEN FILED AGAINST THE PREMISES OR THE BUILDING, OR IF ANY CONDITIONAL ▇▇▇▇ OF SALE SHALL HAVE BEEN FILED FOR OR AFFECTING ANY MATERIALS, MACHINERY OR FIXTURES USED IN THE CONSTRUCTION, REPAIR OR OPERATION THEREOF, OR ANNEXED THERETO BY TENANT, TENANT SHALL FORTHWITH TAKE SUCH ACTION BY BONDING, DEPOSIT OR PAYMENT AS WILL REMOVE OR SATISFY THE LIEN OR CONDITIONAL ▇▇▇▇ OF SALE WITHIN TEN (10) DAYS OF LANDLORD’S WRITTEN REQUEST THEREFOR.

Alterations. 5.14.1 Both the Landlord and the Tenant shall make no alterationswill take into consideration any impact on the Environmental Performance of the Premises and the Centre from any proposed works to or at the Premises[ or the Centre]. 5.24.2 The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior notice) to install, additions at the Landlord’s own cost, separate metering of utilities used in the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises118]. 1. Defined terms “Approved Underlease” (a) [for a term of not less than [NUMBER] years calculated from the date on which the underlease is completed;] (b) lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; (c) granted without any premium being received by the Tenant; (d) reserving a market rent, taking into account the terms of the underletting; (e) containing provisions for rent review at [five yearly] intervals and otherwise on the same terms as in Schedule 2;119 (f) containing provisions for change of use and alterations corresponding to those in this Lease; (g) prohibiting the assignment of part only of the Underlet Premises; (h) allowing assignment of the whole of the Underlet Premises with the prior consent of the Landlord on terms corresponding to those in this Lease; (i) [containing a covenant by the Undertenant not to create any sub-underlease of the whole or improvements any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any sub-underlease of the whole of the Underlet Premises without the prior written consent120 of the Landlord and the Tenant and a covenant by the Undertenant not to create any sub-underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any sub-underlease of the whole or any part of the Underlet Premises without the prior written consent of Landlord, which consent may be given the Landlord and the Tenant];121 (j) [containing provisions requiring any Sub-Underlease to contain an absolute prohibition on the creation of further underleases of whole or withheld in Landlord's sole discretion. Notwithstanding part [except where the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot Sub-Underlease is of the improved portions whole of the Premises when the Sub-Underlease may contain provisions permitting the creation of further underleases on the same terms as paragraph (excluding warehouse square footagej) but with the additional provision that no further underleases of whole or part will be created out of those further underleases];] (k) [containing covenants by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, the Tenant and the Undertenant and not to assign part of the Sub-Underlet Premises;] 120 Although the interpretation clause in this Lease states that references to a consent are to a prior written consent, the full form of wording has been included in this paragraph (j) and do in paragraph (l) as the relevant interpretation clause may not be included in the underlease. (il) affect containing provisions requiring the exterior Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Building or outside areas Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; (or be visible m) if the Underlease is excluded from adjoining sites), or (ii) affect or penetrate any the security of tenure provisions of the structural portions 1954 Act, containing any other provisions that are reasonable having regard to the terms of this Lease and the nature of the Building, including, but proposed Underlease; and (n) if the Underlease is not limited to, excluded from the roof, or (iii) require any material change to the basic floor plan security of tenure provisions of the Premises1954 Act, any material change to any structural or mechanical systems containing other provisions corresponding with those in this Lease; a person approved by the Landlord and who has entered into a direct deed with the Landlord agreeing to: (a) comply with the terms of the Premises, or Approved Underlease; and (ivb) interfere in procure that any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value proposed assignee of the Premises. In addition, Tenant shall gave Underlet Premises enters into a direct deed in the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified same terms as set out in subparagraphs (i) through (v) abovethis definition of Approved Undertenant; and (y) cost less than Fifty Cents ($.50) per rentable square foot any part of the Premises determined annually (but without carryover or compounding)that the Landlord approves;] any sub-underlease created out of an Underlease; provided that Tenant shall give Landlord written notice of such changes which notice shall include any tenant under a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestosSub-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letter.Underlease;

Alterations. Except for (a) constructing and securing racks and similar items to walls and floors (collectively, the “Racking”), (b) installing necessary phone and data cabling infrastructure (collectively, the “Cabling”), and (c) cosmetic alteration projects that do not exceed $100,000 during each calendar year which satisfy the criteria in the next following sentence, Tenant shall make no alterations, additions additions, fixtures or improvements (“Alterations”) to the Premises or the Building without the prior written consent of Landlord, which consent may be given granted or withheld in Landlord's ’s sole and absolute discretion. Notwithstanding In the foregoingevent that any requested Alteration would result in a change from Landlord’s building standard materials and specifications for the Project (“Standard Improvements”), Landlord may withhold consent to such Alteration in its sole and absolute discretion. In the event Landlord so consents to a change from the Standard Improvements (such change being referred to as a “Non-Standard Improvement”), Tenant shall be responsible for the cost of replacing such Non-Standard Improvement with the applicable Standard Improvement (“Replacements”) which Replacements shall be completed prior to the Expiration Date or earlier termination of this Lease. Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises Alterations which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, including but not limited to, to the roof, or (iii) require any material change to the basic floor plan of the PremisesPremises (including, without limitation, the adding of any material additional “office” square footage) or any change to any structural or mechanical systems of the Premises, or (iv) fail to comply with any applicable governmental requirements or require any governmental permit as a prerequisite to the construction thereof, or (v) result in the Premises requiring building services beyond the level normally provided to other tenants, or (vi) interfere in any manner with the proper functioning of of, or Landlord's ’s access to to, any mechanical, electrical, plumbing plumbing, elevator or HVAC systems, facilities or equipment located in or serving the Building, or (vvii) diminish the value of the Premises. In additionPremises including, Tenant shall gave the right to make alterationswithout limitation, additions or improvements to using lesser quality materials than those existing in the Premises, without having to obtain Landlord's consent which: or (xviii) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover alter or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereofreplace Standard Improvements. Landlord may impose, as a impose any condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, including but not limited to, to a requirement that the installation and/or removal of all work Alterations and Replacements be covered by a lien and completion bond satisfactory to Landlord in its sole and reasonable absolute discretion and requirements as to the manner, time, manner and contractor for time of performance of such work. Landlord shall in all events, whether or not Landlord’s consent is required, have the work; provided, however, that right to approve prior to the commencement of any work the contractor performing the installation and removal of Alterations and Replacements and Tenant shall not permit any contractor not approved by Landlord may not require Tenant to provide perform any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00)work on the Premises or on the Building. Tenant shall obtain all required permits for the work installation and removal of Alterations and Replacements and shall perform the work installation and removal of Alterations and Replacements in compliance with all applicable laws, regulations and ordinances, including without limitation the Americans with Disabilities Act, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined)as described in Article XVII. Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five three percent (53%) of the cost of the Alterations. Under no circumstances shall Tenant make any work Alterations or Replacements which requires a government permitincorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises, the Building or the Common Area. In no event shall Tenant prosecute any Alterations that would reasonably result in picketing or labor demonstrations in or about the Building or Project. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises Alterations by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common AreasAreas (which consent may be withheld in the sole and absolute discretion of Landlord), then Tenant shall, at Tenant's ’s sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (includingcontractors, if required by Landlord, Landlord's contractors) architects and engineers as Landlord may require in its sole and absolute discretion. Under no circumstances Landlord shall Tenant have the right, but not the obligation, to elect to make any improvement such improvements to be made to the Common Areas at Tenant’s expense, in which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premisescase Tenant shall reimburse Landlord upon demand for all costs incurred in making such improvements. Any request for Landlord's ’s consent to any proposed Alterations shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Landlord may elect to cause its architect to review Tenant’s architectural plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should the work proposed by Tenant and consented to by Landlord modify the basic floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems and standards. Unless Landlord otherwise agrees in writing, all alterations, additions Alterations made or improvements affixed to the Premises (Premises, the Building or to the Common Areas, but excluding moveable trade fixtures and furniture) , shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. ; except that (A) Tenant shall remove all Racking and Cabling and shall repair all resulting damage to the Premises by the Expiration Date, or sooner termination of the Lease, and (B) Landlord shall have may, by notice to Tenant given at the right time that Landlord grants its initial consent to any other Alterations, require Tenant to remove any alterationsby the Expiration Date, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier sooner termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination date of this Lease. , all or any of such other Alterations installed either by Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property by Landlord at Tenant's sole cost ’s request, and expense provided that Tenant shall to repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises, the Building or the Common Areas arising from that removal and restore the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable their condition prior to the initial Tenant Improvements Work constructed pursuant to the attached Work Lettermaking such Alterations.

Alterations. Tenant 9.1 The original improvement of the Premises shall be accomplished by Landlord in accordance with Exhibit B. Landlord is under no obligation to make no any alterations, additions decorations, additions, improvements or other changes in or to the Premises or to the Building (collectively "Alterations") except as set forth in Exhibit B or otherwise expressly provided in this Lease. As used in this Lease, Alterations shall not include the hanging of pictures or other minor improvements to the Premises such as repainting or recarpeting, provided that such improvements are consistent with a comparable office and warehouse space. 9.2 Tenant shall not make or permit anyone to make any Alteration without the Landlord's prior written consent of Landlordconsent, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements be withheld. Any Alteration made by Tenant shall be subject to the Premises which cost less than One Dollar preceding sentence and shall be made: ($1.00a) per square foot in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) by a contractor and in accordance with plans and specifications and procedures approved in writing by Landlord; (d) in accordance with all Laws and the requirements of any insurance company insuring the improved portions Building and any Mortgagee; (e) after obtaining Landlord's written approval of the Premises a workmen's compensation insurance and any other insurance policy required by Landlord; and (excluding warehouse square footagef) and do not after delivering to Landlord (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites)an architect's certificate that such Alteration will conform to all applicable Laws, or (ii) affect or penetrate any a copy of the structural portions of the Buildingall necessary permits obtained from governmental authorities having jurisdiction, including, but not limited to, the roof, or and (iii) require any material change to the basic floor plan written, unconditional waivers of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlordmechanics' and materialmen's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of liens against the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may imposeand the Building from all proposed contractors, as a condition to its consentsubcontractors, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that laborers and material suppliers for all work be covered by and materials in connection with such Alteration. If any lien (or a lien and completion bond satisfactory petition to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds establish a lien) is filed in connection with any particular alterations project Alteration, then such lien (or petition) shall be discharged (or proceedings shall have been filed for the purpose of discharging any such lien) by Tenant at Tenant's expense within ten (10) days thereafter by the payment thereof or filing of a bond acceptable to Landlord. Landlord's consent to the making of any Alteration shall be deemed not to constitute Landlord's consent to subject its interest in the Premises or the Building to liens which costs less than One Hundred Thousand Dollars ($100,000.00)may be filed in connection therewith. Tenant shall obtain all required permits for hire Landlord (or its designee) to perform any Alteration, provided that the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined)charge to Tenant therefor is reasonable. Tenant understands and agrees that shall furnish Landlord with an updated set of "as-built" drawings reflecting any Alterations made by Tenant. 9.3 If any Alteration is made without Landlord's prior written consent, then Landlord shall be entitled to a supervision fee in have the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, right at Tenant's sole expense, make expense to remove and correct such required improvements Alteration and restore the Premises and the Building to their condition immediately prior thereto or to require Tenant to do the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required same. All Alterations made by Landlord, either party shall immediately become Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing property and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures remain upon and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end expiration or earlier termination of the TermLease Term except that Tenant shall be required to remove all Alterations (including any initial improvements to the Premises designated to be removed on the initial plans) which Landlord designates in writing (at the time such Alterations are approved) for removal. Landlord Notwithstanding the foregoing sentence, if Tenant is not in default under this Lease, then Tenant shall have the right to require Tenant remove, prior to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term, all Movable Furnishings installed in the Premises solely at Tenant's expense. When reviewing "Movable Furnishings" shall be deemed to exclude any plans for alterations, additions item which would normally be removed from the Premises with the assistance of any tool or improvements submitted for its approval, Landlord shall notify machinery other than a dolly. If any such Furnishings are not removed by Tenant in writing whether Landlord shall require Tenant prior to remove any or all of such improvements upon the expiration or earlier termination of this Lease. Tenant the Lease Term, then the same shall become Landlord's property and shall be surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property from the Premises at Tenant's sole cost expense such Furnishings and any Alteration, designated for removal by Landlord in writing, which Tenant fails to remove. Landlord shall have the right to repair at Tenant's expense provided that Tenant shall repair any all damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at or the request Building caused by Tenant's removal of Tenant, Furnishings or Alterations designated by Landlord shall be entitled in writing for removal or to prompt reimbursement from require Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to do the initial Tenant Improvements Work constructed pursuant to the attached Work Lettersame.

Alterations. 9.1 Tenant shall accept the Premises in its “as is” condition as of the Lease Commencement Date; provided, however, Landlord shall paint the Premises in a building standard paint color and clean the existing laminate floors in the Premises prior to delivery of the Premises to Tenant. Except as expressly set forth in this Section 9.1, Landlord is under no obligation to make no alterations, additions any Alterations in or improvements to the Premises or the Building. 9.2 Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building without the prior written consent of Landlord, which consent may be given withheld or withheld granted in Landlord's ’s sole discretionand absolute discretion with respect to Structural and System Alterations and any Alterations which are visible from the exterior of the Premises, and which consent shall not be unreasonably withheld, conditioned or delayed with respect to all other Alterations. Notwithstanding the foregoing, Tenant shall have the right to make Cosmetic Changes within the Premises without first obtaining the consent of Landlord. All Alterations made by Tenant shall be made: (a) in a good, workerlike, first class and prompt manner; (b) using new or comparable materials only; (c) by a contractor reasonably approved in writing by Landlord; (d) on days and at times reasonably approved in writing by Landlord; (e) if architectural and/or engineering plans are required for such Alterations, under the supervision of an architect reasonably approved in writing by Landlord; (f) in accordance with plans and specifications reasonably acceptable to Landlord, approved in writing at Landlord’s standard charge; (g) in accordance with all Laws, this Lease, and Landlord’s then-current construction rules and regulations; (h) after Tenant and its contractors have complied with the insurance requirements set forth in this Lease, and any additional insurance to be obtained by Tenant’s contractors and subcontractors as reasonably required by Landlord; and (i) upon request, after Tenant has delivered to Landlord documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete the Alterations in accordance with the provisions of this Lease (including, at Landlord’s reasonable request, a payment or performance bond). If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall not unreasonably withhold be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a bond reasonably acceptable to Landlord. If Landlord gives its consent to the making of any alterationsAlteration, additions such consent shall not be deemed to be an agreement or improvements consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant’s account and at Tenant’s sole cost less than One Dollar and expense, Landlord having no obligation or responsibility in respect thereof. Landlord’s approval of any plans and drawings ($1.00and changes thereto) per square foot regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord’s representation that such approved plans, drawings, changes or Alterations comply with Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the improved portions responsibility of Tenant. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises (excluding warehouse square footage) or the Building, fire and do not (i) affect life safety systems, the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions roof of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot areas outside of the Premises determined annually shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (but without carryover or compoundingprovided the cost therefor is competitive); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in In connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable lawsAlteration, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to paid a construction supervision fee in the an amount of equal to five percent (5%) of the total cost of such Alteration. Promptly after the completion of an Alteration for which architectural and/or engineering plans were required, or which includes Cabling, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as built (or record) drawings and CAD drawings showing such Alteration in place. In addition, on Landlord’s request, Tenant shall certify the names of all contractors and subcontractors who did work on the Alterations and shall provide final lien waives from all such contractors and subcontractors and any work other documentation customarily provided in the State in which requires a government permitthe Building is located to extinguish liens. If any governmental entity requiresAll contractors and subcontractors shall be required to procure and maintain insurance against such risks, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materialsamounts, and with such contractors (including, if required by Landlord, Landlord's contractors) companies as Landlord may reasonably require. Certificates of such insurance, with evidence of the payment of premiums therefor, must be received by Landlord before any work is commenced. All contracts between Tenant and a contractor must explicitly require the contractor to (a) name Landlord and the Landlord Insured Parties as additional insureds and (b) indemnify and hold harmless Landlord and the Landlord Insured Parties. Notwithstanding anything contained in its sole discretionthis Lease to the contrary, the performance of any Alterations pursuant to the provisions of this Article IX or of any other provisions of this Lease or the Exhibits hereto shall not be done in a manner which would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. Under no circumstances Tenant shall immediately stop the performance of any Alterations or other activity if Landlord notifies Tenant make that continuing such Alteration or activity would violate any improvement union contracts affecting the Building, or by which incorporates Landlord is bound, or create any Hazardous Materialswork stoppage, includingpicketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. 9.3 If any Alterations that require Landlord’s consent are made without limitationthe prior written consent of Landlord, asbestos-containing construction materials into then Landlord shall have the Premisesright, at Tenant’s expense, to remove such Alterations and restore the Premises and the Building to their condition prior to the commencement of the unauthorized Alterations. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed All Alterations to the Premises (excluding moveable trade fixtures and furniture) or the Building made by either party shall immediately become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing ; provided, however, that (a) subject to any plans for alterationsapplicable Landlord’s lien thereon, additions or improvements submitted for its approvalTenant shall remove from the Premises, Landlord shall notify Tenant in writing whether Landlord shall require Tenant prior to remove any or all of such improvements upon the expiration or earlier termination of this Leasethe Lease Term, (i) all personal property of Tenant, including without limitation movable furniture, furnishings and equipment installed in the Premises solely at the expense of Tenant (“Personal Property”), and (ii) all Cabling installed by or for Tenant anywhere in the Building, and (b) Tenant shall remove at its expense all Alterations and other items in the Premises or the Building which Landlord designates in writing for removal. Landlord shall make such designation promptly after receipt of a written request for such determination by Tenant given with Tenant’s request for Landlord’s approval of such Alteration. Notwithstanding the foregoing, Tenant shall not be required to remove: (x) Alterations (other than Cabling) consisting of standard buildout items that are typically installed by similar tenants in multi tenanted, multi-story, first class office buildings (such as partitions, but not interior staircases, for example), unless so indicated by Landlord at the time required above; and (y) any Alteration made by Tenant in initially finishing and completing the Premises, except any Structural and System Alterations or as otherwise indicated on Landlord’s approval of any of Tenant’s plans. If such removal causes damage or injury to the Premises or the Building, then Landlord shall have the right, at Tenant’s expense, to repair all damage and injury to the Premises or the Building caused by such removal as aforesaid. Tenant expressly agrees that if any of Tenant’s Personal Property is not removed by Tenant prior to the earlier of (i) the expiration (or earlier termination) of the Lease Term or (ii) the termination of Tenant’s right of possession of the Premises, the same shall, at Landlord’s option, be deemed abandoned or become the property of Landlord surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right upon expiration or earlier termination of this Lease at Tenant’s expense to remove from the Premises any and or all phone systemssuch items or to require Tenant to do the same, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except except as otherwise provided in this Section. If Tenant fails to return the Premises to Landlord as required by this Section, then Tenant shall pay to Landlord, all costs (including a construction management fee) incurred by Landlord in effectuating such return. 9.4 Landlord and Tenant acknowledge and agree that the Premises shall be delivered by Landlord with certain fixtures, furniture, and equipment, as more particularly described in Exhibit B (the “FF&E”). Landlord has agreed to permit Tenant the use of such FF&E pursuant to this Section 9.4: (a) Landlord has made no representations or warranties whatsoever as to the condition of the FF&E or Landlord’s title thereto (other than that Landlord has the power and authority to permit Tenant to use the FF&E as provided in this Section 9.4); (b) Tenant has examined the FF&E and accepts same in its “as-is, where-is” condition in all respects; (c) Throughout the Lease Term (including any renewals or in extensions thereof), Tenant may use the FF&E for their intended purposes without charge; (d) Tenant shall not sell, transfer or remove from the Premises, any Exhibit portion of the FF&E; (e) Base Rent and Additional Rent payable by Tenant pursuant to this Lease, should Landlord make does not include any alteration charge whatsoever for Tenant’s use of the FF&E. Accordingly, if all or improvement to any portion of the FF&E is removed from the Premises at the request of or is otherwise no longer available for use by Tenant, there shall not be a reduction in or abatement of the Base Rent or the Additional Rent payable by Tenant hereunder; (f) Throughout the Lease Term (as it may be extended or renewed), Tenant shall, at its sole cost and expense, (i) repair and maintain the FF&E in the same condition as originally received (except for ordinary wear and tear) and (ii) cause the FF&E to be insured in the same manner as required under this Lease for Tenant’s personal property (except that Landlord shall be entitled named as an additional insured with respect thereto); (g) Tenant shall neither replace any of the FF&E nor add any improvements to prompt reimbursement from or otherwise modify the FF&E, without Landlord’s prior, written approval. Tenant for shall make all costs incurred. If Landlord withholds any consent required by this Section 7.3approved replacements, Landlord shall specify improvements and/or modifications at its reasons therefor. The provisions sole cost and expense; and (h) Upon the expiration or sooner termination of this Section 7.3 Lease or of Tenant’s right to possession of the Premises, Tenant shall not be applicable return the FF&E, and all replacements, improvements and/or modifications thereto, if any, to Landlord in the initial same order and condition as originally received by Tenant Improvements Work constructed pursuant to the attached Work Letter(normal wear and tear and approved replacements, improvements and/or modifications excepted).

Alterations. Tenant (a) Lessee may, at its expense, make additions to and alterations of the Improvements, and construct-additional Improvements provided that (i) the market value of the Premises shall make not be materially lessened thereby, (ii) such work. shall be expeditiously completed in a good and workmanlike manner and in compliance with all applicable Legal Requirements and the requirements of all insurance policies required to be maintained by Lessee here-under, and (iii) no alterationsexterior walls of the Improvements shall be demolished unless Lessor’s prior consent shall have been obtained. All such additions and alterations shall be and remain part of the realty and the property of Lessor and shall be subject to this Lease. Lessee may place upon the Premises any inventory, additions systems (such as pollution control systems and equipment, and electrical and plumbing service systems, materials handling apparatus and similar adjuncts to manufacturing operations), machinery or improvements other equipment belonging to Lessee or third parties (hereinafter collectively defined as “Lessee’s Trade Systems”). Lessee shall have the right, at any time during the term of this Lease or any extension thereof, to remove Lessee’s Trade Systems, as well as all other personal property of every nature belonging to Lessee, provided, however, that any damage to the Premises without or any portion thereof occasioned by such removal shall be repaired by the prior written consent of LandlordLessee at Lessee’s sole cost and expense. As used herein and hereafter, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord term “Lessee’s Trade Systems” shall not unreasonably withhold its consent include or be deemed to include any alterations, additions general purpose item now or improvements to hereafter installed in the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or so as to be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan an integral part of the Premises, any material change to any structural or mechanical systems such as, without limiting the generality of the Premisesforegoing, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanicalheating, electricalventilation, plumbing or HVAC and air conditioning plant and systems, electrical and plumbing fixtures and systems and other like equipment and fixtures, but said term shall include such plant, systems, fixtures and equipment which are unique to Lessee’s manufacturing operations and processes. The parties are aware that the Premises may contain equipment and facilities owned by Lessee or third parties (other than Lessee’s Trade Systems) necessary and useful in order to carry out the Lessee’s business. Without limiting the generality of the foregoing, the parties, therefore, agree that such facilities and equipment located shall be deemed to be personal property (even if affixed or attached to the Premises in such fashion as to otherwise cause said equipment or serving the Buildingfacilities to be deemed a fixture), or (v) diminish and shall, subject to paragraph 9, be removable at will by Lessee at Lessee’s expense as provided above, provided that such removal will not have material adverse effect on the value of the Premises. (i) Lessor and Lessee contemplate that, after the commencement of the Primary Term, Lessee may desire to construct additional improvements on the Premises. In additionLessee may request Lessor to arrange for the financing of construction in accordance with this Lease on the Premises of additions, Tenant buildings, structures or other improvements (collectively the “Additions”) not required under any provision of this Lease; and, so long as the Master Lease is in effect, Lessor agrees to request the Master Lessor to arrange such financing. Such request shall gave set forth in reasonable detail the right estimated amount of such costs and expenses, such amount to be not less than $250,000. Upon receipt of such request, Lessor agrees to make alterationsevery reasonable effort to arrange, additions or improvements to assist Master Lessor to arrange for the financing of such Additions on terms and conditions satisfactory to Lessor and Lessee. Lessor and Lessee shall negotiate in good faith concerning the financing of construction of such Additions and the amendment of the rental and purchase provisions of this Lease, having regard to then existing economic, financial and money market conditions. Since the likely principal source of funds to finance such costs and expenses will be the sale of notes by Lessor or by Master Lessor, the parties hereto recognize that such amendment of the rental and purchase provisions of this Lease must be of such nature as to permit the sale of such notes or other debt obligations. Lessor shall incur no liability by reason of its inability or the inability of Master Lessor to arrange for such financing, and this Lease shall continue in full force and effect notwithstanding such inability. (ii) If Lessor and Master Lessor shall be unable to arrange such financing, and if such Additions are to be either contiguous to any of the Improvements or freestanding upon land constituting, part of the Premises, without having to obtain Landlord's consent which: (x) do at the request of Lessee and provided Lessee shall not fall within then be in default under this Lease, Lessor shall join in and request Master Lessor and the conditions identified in subparagraphs (i) through (v) above; lessor under the Ground Lease release from this Lease, the Master Lease and (y) cost less than Fifty Cents ($.50) per rentable square foot the Ground Lease, so much of the unimproved land portion of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice as is necessary for the construction and operation of such changes which notice proposed improvements with access to and from a public street and easements for the maintenance of utilities and as shall include a reasonably detailed description thereof. Landlord may impose, as a condition be of sufficient size to its consent, any comply with applicable subdivision and zoning requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work(Unimproved Land); provided, however, and upon the condition that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) portion of the cost Premises remaining subject to this Lease after such acquisition shall (i) be capable of any work which requires a government permit. If any governmental entity requires, being operated as a condition separate economic unit without additional cost to any proposed alterationsLessor, additions or improvements to (ii) be a single parcel of land, (iii) include the Premises by Tenant, that improvements be made to buildings located on the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas land described in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises Schedule A at the end commence­ment of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination Initial Term of this Lease (or the replacements of such buildings), (iv) have adequate access to remove and from public streets and easements for the maintenance of all utilities, and (v) not be in violation of any applicable law, rule, regulation, ordinance, covenant or restriction; and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided further that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or shall continue in full force and effect with respect to such remaining portion. Upon such release of the Unimproved Land from the Master Lease and the Ground Lease, Lessor and Lessee agree to release the Unimproved Land from the terms of this Lease and both Schedule A hereto and the definition of “Premises” shall be modified accordingly. No such release of Unimproved Land from this Lease shall result in any Exhibit to reduction of Fixed Rent or any Rent Payment under this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letter.

Alterations. (A) Tenant shall not make no alterations, additions or improvements to the Premises any Alterations without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretionprior consent. Landlord agrees not to unreasonably withhold or delay its consent to any proposed Alterations, provided that such Alterations (i) do not affect any part of the Building other than the Premises, or require any alterations to be performed in, or made to, any portion of the Building or the Real Property other than the Premises, (ii) do not adversely affect the Building Systems, (iii) do not affect any service required to be furnished by Landlord to Tenant (unless Tenant agrees to waive same) or to any other tenant or occupant of the Building, (iv) do or will not affect the certificate of occupancy for the Building or the Premises, and (v) do not affect the structural components or integrity of the Building. Notwithstanding the foregoing, as part of the Initial Alterations, Landlord shall agrees not to unreasonably withhold or delay its consent to any alterations, additions or improvements of the following Alterations: (1) the installation of a dry cooler unit to furnish air conditioning to the Premises which cost less than One Dollar ($1.00) per square foot dry cooler equipment shall be located on the roof of the improved Building at a location designated by Landlord in its sole discretion, subject to the provisions of Schedule B attached hereto and made a part hereof, (2) the installation of four inch condensate drains in the Premises for the HVAC equipment to be installed by Tenant in the Premises, (3) the removal or capping of any heating systems or portions of thereof (other than steam risers and returns) located in the Premises, (4) an FM-200 fire suppression system within the Premises (excluding warehouse square footagewhich system shall be connected to the Building life safety system), (5) the relocation of any piping or other equipment presently hung from the ceiling of the Premises, (6) the modification of the Building's sprinkler system serving the Premises to a dry pipe system and do to relocate any sprinkler piping passing through the Premises, provided that with respect to each of the items numbered (1) through (6), (w) the Building Systems of the Building are not adversely affected thereby, (x) (1) Prior to making any Alterations Tenant shall (i) affect if required hereunder, submit to Landlord detailed plans and specifications (including layout, architectural, mechanical and structural drawings) for each proposed Alteration and shall not commence any such Alteration without first obtaining Landlord's approval of such plans and specifications, (ii) supply such additional information regarding the exterior Alteration as Landlord shall reasonably request, (iii) at Tenant's expense, obtain all permits, approvals and certificates required by any Governmental Authorities, and (iv) furnish to Landlord certificates thereof of workers' compensation (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors in connection with such Alteration) and comprehensive public liability (including property damage coverage) insurance in such form, with such companies authorized to do business in New York, for such periods and in such amounts as Landlord may reasonably approve, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insures. Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alteration required by any Governmental Authority and shall furnish Landlord with copies thereof (it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made at Tenant's expense, by a Person designated by Landlord), together with the "as-built" plans and specifications for such Alterations. All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord, and strictly in compliance with all Requirements, Insurance Requirements, the Rules and Regulations and all rules and regulations relating to Alterations promulgated by Landlord, in its reasonable judgment. No materials or equipment to be incorporated in the Premises as a result of any Alterations or a part thereof shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. In addition, no Alteration at a cost for labor and materials (as reasonably estimated by Landlord's architect, engineer or contractor) in excess of Fifty Thousand and 00/100 Dollars ($50,000.00) (which amount shall be increased on the third (3rd) anniversary of the Building Commencement Date and annually thereafter by the annual percentage increase, if any, in the Consumer Price Index from that in effect on the immediately preceding anniversary of the Commencement Date), either individually or outside areas in the aggregate with any other Alteration constructed in any twelve (or 12) month period, shall be visible from adjoining sitesundertaken prior to Tenant's delivering to Landlord either (i) a performance bond and labor and materials payment bond (issued by a surety company and in form reasonably satisfactory to Landlord), each in an amount equal to 125% of such estimated cost, or (ii) affect or penetrate any such other security as shall be reasonably satisfactory to Landlord. All Alterations requiring Landlord's consent shall be performed only under the supervision of an independent licensed architect reasonably satisfactory to Landlord. (C) Tenant shall be permitted to perform Alterations during the hours reasonably prescribed by Landlord taking into account the nature of the Alterations and the use and occupancy of the Building by other tenants. All Tenant's Property installed by Tenant and (D) All Alterations shall be performed by contractors, subcontractors or mechanics approved by Landlord (which approval shall not be unreasonably withheld except with respect to any Alterations affecting any Building System or structural portions components of the Building), including, but not limited to, the roof, or (iii) require any material change at Tenant's expense and at such times and in such manner as Landlord may from time to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premisestime reasonably designate. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); Landlord agrees that provided that Tenant shall give furnish Landlord written with all information reasonably requested by Landlord with respect to a proposed contractor, Landlord shall either approve or disapprove such contractor within ten (10) days after such request is made and such information is furnished to Landlord. (E) Any mechanic's lien filed against the Premises or the Real Property for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within fifteen (15) days after Tenant shall have received notice of such changes which notice thereof, at Tenant's expense, by payment or filing the bond required by law. Tenant shall include a reasonably detailed description thereof. Landlord may imposenot, as a condition at any time prior to its consentor during the Term, employ, or permit the employment of, any requirements that Landlord contractor, mechanic, laborer or subcontractor in its discretion may deem reasonable or desirablethe Premises, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds whether in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance Alteration or otherwise, if such employment would unreasonably interfere or cause any conflict with all applicable lawsother contractors, regulations and ordinancesmechanics, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee laborers or subcontractors engaged in the amount of five percent (5%) construction, maintenance or operation of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required Building by Landlord, Tenant or others, or of any adjacent property owned by Landlord's . In the event of any such interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics, laborers or subcontractors causing such interference or conflict to leave the Building immediately. Section 3.2 Tenant shall pay to Landlord within thirty (30) days of demand and as Landlord may require additional rent in its sole discretion. Under no circumstances shall Tenant make connection with any improvement which incorporates any Hazardous MaterialsAlteration, including, without limitation, asbestosthe Initial Alterations, the reasonable out-containing construction materials into the Premises. Any request for Landlord's consent shall be of-pocket expenses incurred by Landlord in connection with such Alteration. Section 3.3 With respect to all Alterations, including, without limitation all repair work and improvements made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed by Tenant pursuant to the Premises (excluding moveable trade fixtures and furniture) shall become the property provisions of Landlord and shall be surrendered with the Premises at the end of the Term. this Lease, Landlord shall have the right at all times to require Tenant to remove monitor the performance of an Alteration for compliance with the Building regulations and procedures, Requirements, Insurance Requirements, Rules and Regulations and the terms and conditions of this Article 3. If Landlord reasonably determines that any alterationsof such Building regulations and procedures, additions Requirements, Insurance Requirements, Rules and Regulations or improvements whether or terms and conditions are not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant being complied with in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approvalall material respects, Landlord shall notify Tenant of such non-compliance, and if such non-compliance is not corrected (i) within fifteen (15) days of such written notice, or (ii) immediately in writing whether cases of emergency or in cases where the safety of people or property is threatened, then Landlord may immediately require the cessation of all work being performed in or around the Premises until Section 3.4 (A) In the event Landlord shall require Tenant elect pursuant to remove any or all Article 19 below not to construct the ADA Bathroom as described in clause (b) of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at TenantLandlord's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of TenantWork, Landlord shall contribute an amount not to exceed Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (the "ADA Tenant Fund") toward the cost of the construction of the ADA Bathroom only, provided that up to ten percent (10%) of the ADA Tenant Fund may be entitled to prompt reimbursement from applied toward so-called "soft costs" incurred by Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3in connection with the construction of the ADA Bathroom only, Landlord shall specify its reasons therefor. The provisions including the reasonable fees and disbursements of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterarchitects, engineers and other professionals and consultants, together with permit, filing and other similar fees and charges.

Alterations. (Article 8) Tenant shall make no alterationsalteration, additions addition or improvements improvement to the Premises without the prior written consent approval of Landlord. Landlord shall not unreasonably withhold, which consent may be given condition or withheld in Landlord's sole discretiondelay its approval of nonstructural interior alterations to the Premises, provided that such alterations do not adversely affect any of the Building systems. Notwithstanding the foregoing, Landlord’s prior written approval is not required for any (i) decorative work, such as painting, wall covering, carpeting and picture hanging or (ii) other alteration not requiring the approval of, and/or submission of plans to, any governmental agency (including the Department of Buildings of the City of New York), provided that such alteration does not adversely affect (other than to a de minimis extent) the proper functioning of any of the Building systems outside of the Premises; and provided, further, that all such work shall be performed in accordance with all applicable provisions of Article 8 (except the requirement of Landlord’s approval of work or the plans and specifications for such work; Tenant, nevertheless, is required to provide Landlord with a reasonably detailed written description of such work, at least ten (10) days prior to the start thereof). All alterations shall not unreasonably withhold its consent be performed in accordance with the foregoing and all of the conditions set forth in Article 8. RESTORATION: (Article 8C(ii)) Tenant shall have no obligation to restore the Premises, except for any alterations, additions or improvements which are not standard for normal office installations (“Specialty Alterations”), e.g., reinforced flooring for high density filing, vaults and internal stairways, which shall be removed by Tenant and any damage repaired, at Tenant’s expense, prior to the Premises which cost less than One Dollar ($1.00) per square foot expiration of the improved portions term of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the workLease; provided, however, that Landlord may not require shall be required to designate each such Specialty Alteration that Tenant must remove at the time Landlord approves any such Specialty Alteration; and provided, further, that Tenant’s request for consent to provide any bonds such alteration specifies (in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00)bold faced type and capital letters) that Landlord must so designate. Tenant shall obtain all not be required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained executive lavatories installed by Tenant and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing no event will any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant Supplemental A/C Unit (as defined in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall Article 31C) be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterdeemed a Specialty Alteration.

Alterations. 32.1 The Tenant shall not make no alterationsany external or structural alteration or addition and shall not make any opening in any boundary structure of the Property Provided That the Tenant may install Mezzanine Floors which comply with the Mezzanine Specification with the consent of the Landlord (such consent not to be unreasonably withheld or delayed). 32.2 The Tenant shall not make any internal, additions or improvements non-structural alteration to the Premises Property without the prior written consent of the Landlord, which such consent may not to be given unreasonably withheld or withheld in Landlord's sole discretiondelayed. ​ ​ 32.3 Notwithstanding the foregoingprovisions of clause 32.2 the Tenant may without the Landlord’s consent erect, remove and relocate internal demountable partitioning and underfloor wiring Provided That: 32.3.1 any such works are undertaken in a good and workmanlike manner and in accordance with all laws and all good building and other relevant practices, codes and guidance; 32.3.2 the Tenant provides the Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements with detailed plans at least 21 days prior to the Premises which cost less than One Dollar ($1.00) per square foot work being carried; 32.3.3 the Tenant provides the Landlord with written notification within one month of completion of the improved portions work and, if requested by the Landlord, the Tenant supplies the Landlord with plans showing the altered layout of the Premises Property; and 32.3.4 the Tenant removes such partitioning and wiring (excluding warehouse square footageas applicable) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord term in accordance with clause 34. 32.4 The Tenant shall not carry out any alteration to the Property (whether consent is required or not) which would, or may reasonably be expected to, have an adverse effect on the right to require asset rating in any Energy Performance Certificate commissioned in respect of the Property 32.5 The Tenant to remove shall not install nor alter the route of any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and Service Media at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon Property without the expiration or earlier termination consent of the Lease Term. When reviewing any plans for alterationsLandlord, additions such consent not to be unreasonably withheld or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. delayed. 32.6 The Tenant shall have not attach any sign fascia, placard, board, poster or advertisement to the right upon expiration or earlier termination Property so as to be seen from the outside of this Lease the Building save as may be approved by the Landlord pursuant to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that clause 33. 32.7 The Tenant shall repair otherwise comply with the Estate Rules and Regulations in relation to any damage caused by such removal. Except as otherwise provided in this Lease alterations or in any Exhibit additions which the Tenant is permitted to make to the Property pursuant to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterclause 34.

Alterations. 7.1 Tenant shall will not make no or permit anyone to make any alterations, additions additions, improvements or improvements other changes (collectively the "Alterations"), structural or otherwise, in or to the Leased Premises without the prior written consent of Landlord, except as provided in Section 7.2 hereof, which consent may be given withheld or withheld granted in Landlord's sole and absolute discretion. Any Alterations made by Tenant shall be made: (a) in a good, workmanlike, first- class and prompt manner; (b) by a contractor approved in writing by Landlord and in accordance with plans and specifications approved in writing by Landlord, which approvals shall not be unreasonably withheld or delayed; (c) in accordance with all applicable legal requirements and the requirements of any insurance company insuring the Leased Premises or portion thereof; and (d) after Tenant has obtained public liability and workmen's compensation insurance policies approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed, which policies shall cover every person who will perform any work with respect to such Alterations. 7.2 Notwithstanding the foregoing, Landlord Tenant shall not unreasonably withhold its consent have the right to any alterationsmake Alterations without the Landlord's consent, additions or improvements provided such Alterations (a) are made to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions interior tenant space of the Building, including(b) do not adversely affect the structural integrity or exterior of the Building, (c) do not affect the Common Areas of the Building, including but not limited to, the roof, or (iii) require any material change to the basic floor plan of elevators and lobby, and (d) do not adversely affect the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, heating or plumbing or HVAC systems, facilities or equipment located in or serving systems servicing the Building, or (v) diminish the value of the Premises. In additionthe event Tenant makes any Alterations estimated to cost at least Ten Thousand and No/100 Dollars ($10,000.00), Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord provide written notice of such changes which notice Alterations to Landlord prior to commencing the installation of such Alterations. Additionally Tenant shall include a reasonably detailed description thereof. comply with the provisions of Section 7.1(a) and Section 7.1(c) hereof. 7.3 If any Alterations other than those permitted by Section 7.2 hereof are made without the prior written consent or approval of Landlord, Landlord may impose, as a condition shall have the right at Tenant's expense to remove and correct such Alterations and restore the Leased Premises to its consentcondition immediately prior thereto, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00)do the same. Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements All Alterations to the Leased Premises made by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances either party shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall immediately become the property of Landlord and shall remain upon and be surrendered with the Leased Premises as a part thereof at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations; provided, additions however, that if an Event of Default has not occurred or improvements submitted for its approvalhas occurred but is not continuing hereunder, Landlord then Tenant shall notify Tenant in writing whether Landlord shall require Tenant have the right to remove any or all of such improvements upon remove, prior to the expiration or earlier termination of this Leasethe Lease Term, all MOVABLE furniture, furnishings, equipment, fixtures and Alterations installed in the Leased Premises solely at the expense of Tenant. As consideration for Landlord not requiring that Tenant repair any damage to the Leased Premises caused by such removal, whether or not such removal actually occurs, Tenant shall have pay to Landlord Seven Hundred Eighty Five Thousand and No/100 Dollars ($785,000.00) on or before the right upon expiration of the initial ten (10) year Lease Term; provided, however that if Tenant elects to extend the Lease Term in accordance with Section 30.1 hereof, Tenant shall not be obligated to pay to Landlord Seven Hundred Eighty Five Thousand and No/100 Dollars ($785,000.00) on or before the expiration of the initial ten (10) year Lease Term, but Tenant shall then be obligated to pay to Landlord Six Hundred Fifteen Thousand and No/100 Dollars ($615,000.00) on or before the expiration of the five (5) year Renewal Term. Landlord and Tenant acknowledge and agree that the payment required by the preceding sentence shall be accomplished by an offset of the amount of such required payment against the same amount of principal owed by Landlord to Tenant in connection with the Loan, which offset shall be effected on the date such required payment is due and payable. If any MOVABLE furniture, furnishings, equipment, fixtures and Alterations installed in the Leased Premises solely at the expense of Tenant and that Landlord is permitted to remove pursuant to the first sentence of this Section 7.3 are not removed by Tenant prior to the expiration or earlier termination of this the Lease Term, Landlord shall have the right at Tenant's expense to remove any and all phone systemsfrom the Leased Premises such furniture, furniturefurnishings, equipment, fixtures and other personal any Alterations that Landlord designates in writing for removal and to repair any damage to the Leased Premises caused by such removal or to require Tenant to do the same and Tenant shall pay to Landlord the cost of such removal and repair. In such event, such movables will automatically become the property of Landlord and may be disposed of by Landlord in its sole discretion, without any right of reimbursement therefor to Tenant. 7.4 If any mechanics' or materialmen's lien (or a petition to establish such lien) is filed against the Leased Premises or any equipment within the Leased Premises for work claimed to have been done for, or materials claimed to have been furnished to, the Leased Premises pursuant to Section 7.1, Section 7.2 or Section 7.3 hereof, Tenant shall either discharge the lien within ten (10) days thereafter, at Tenant's sole cost and expense provided that Tenant shall repair any damage caused expense, by such removal. Except as otherwise provided in this Lease the payment thereof or in any Exhibit file a bond acceptable to this Lease, should Landlord make any alteration or improvement transferring the lien to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterbond.

Alterations. Tenant shall not make no any alterations, additions improvements or improvements installations (collectively, “Alterations”) in or to the Premises without the Landlord’s prior written consent of Landlordconsent, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withhold its consent withheld. All alterations and improvements shall be subject to any the terms and conditions of the Prime Lease, and in those instances where applicable, shall be subject to the Prime Landlord’s approval as provided in the Prime Lease. Any alterations, additions improvements or improvements to installations shall be performed at the Premises which sole cost less than One Dollar ($1.00) per square foot and expense of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, includingTenant, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord (subject to the terms of the Prime Lease and shall be surrendered with the remainder of this Sublease). Landlord may condition its approval to any Alterations on Prime Landlord’s agreement to permit such Alterations to remain at the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon after the expiration or earlier termination of the Lease Termterm of the Lease. When reviewing Notwithstanding any plans for alterationsof the foregoing, additions or improvements submitted for its approval, no approval of Landlord shall notify Tenant in writing whether Landlord shall require be required for Tenant to remove any a demising wall separating the Premises from space (the “Adjacent Space”) which Tenant leases or all subleases from a third party as of the date hereof, but Tenant may not remove such improvements upon expiration or earlier termination demising wall unless, (i) Tenant shall obtain Prime Landlord’s approval, (ii) Tenant shall continue throughout the remainder of the term of this Lease. - 3 - 4933-0091-4457, v.9 Sublease to occupy both such spaces, and (iii) Tenant shall have indemnify, defend and hold Landlord harmless from and against any loss, cost, damage, claim, liability or expense directly or indirectly attributable to such Alteration. In furtherance of the right upon expiration or earlier termination of this Lease to remove any and all phone systemsforegoing, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to not permit the Premises at and the request Adjacent Space to be occupied by any party other than Tenant or an Affiliate of Tenant, Landlord Tenant unless it shall be entitled re-demise the Premises by installing a code-compliant and building-standard wall separating the Premises from the Adjacent Space prior to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Lettersuch separate occupancy.

Alterations. (a) Tenant shall make no alterations, additions additions, repairs or improvements to the Premises without (collectively, "Alteration(s)") except as expressly permitted by this Paragraph 14. Tenant shall have no right to make any Alterations to the prior written structural portions of the Building which shall include the foundation, floor/ceiling slabs, roof, curtain walls, exterior glass and mullions columns, beams, shafts, stairs, stairwells, escalators, plazas, artwork, sculptures, washrooms, mechanical, electrical and telephone closets and all Common Areas and public areas and the mechanical electrical, life safety, plumbing, sprinkler systems and HVAC systems (collectively, "Building Structure and Systems") Landlord's consent to any other Alteration (i.e., other than to an Alteration to any portion or component of Landlordthe Building Structure and Systems or that, which consent may be given or withheld in Landlord's sole discretionreasonable judgment, could adversely affect any portion of the Building Structure and Systems) shall not be unreasonably withheld. Notwithstanding the foregoingother provisions of this Paragraph 14, Tenant may install nominal office decorations (e.g., paintings) in the Premises without obtaining Landlord's consent. (b) Landlord shall not unreasonably withhold may condition its consent to any alterationstype of Alteration on such requirements as Landlord may deem necessary in its subjective, additions good faith discretion, including without limitation: (i) the manner in which the work is to be done, (ii) the right of approval over the entity which shall perform or improvements contract to perform the work (which approval may be withheld if, among other things, that entity is not properly licensed under all applicable laws or if Landlord deems the insurance carried by that entity to be inadequate), (iii) the times during which the work is to be accomplished, (iv) the issuance at Tenant's sole cost of a performance or labor and material payment bond ensuring lien-free completion of the proposed Alterations, or (v) delivery to Landlord of preliminary and final sets of plans for the proposed Alterations. Tenant shall give Landlord at least ten (10) business days prior written notice of the expected commencement date of any work related to the Premises which cost less than One Dollar ($1.00) per square foot of Premises. Tenant shall be responsible for obtaining all permits required by law for all work done by Tenant under this Lease and Tenant warrants that such work shall comply with all applicable governmental laws, codes, or ordinances, including without limitation, the improved portions ADA. Notwithstanding anything to the contrary contained herein, Tenant may, however, make non-structural installations to the interior of the Premises (excluding warehouse square footage) and the roof), as long as they are not visible from the outside, do not (i) affect involve puncturing, relocating or removing the exterior of the Building roof or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Projectexisting walls, and the Rules and Regulations cumulative cost thereof during the term of this Lease does not exceed $25,000. (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in c) Upon the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease, (1) all or any part of the Alterations to or in connection with the Premises shall, at the option of Landlord, either (a) become the property of Landlord and remain and be Surrendered with the Premises, or (b) be removed from the Premises and the Premises restored to their condition immediately before those Alterations were made, all by and at the expense of Tenant. (d) All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant ("Tenant's Effects") shall be and remain the property of Tenant and may be removed by Tenant at any time during the Term. If Tenant shall have fails to remove all of Tenant's Effects from the right Premises upon expiration or earlier termination of this Lease Lease, Landlord may, at its option, remove Tenant's Effects and store Tenant's Effects without liability to remove Tenant for loss of Tenant's Effects. Tenant agrees to pay Landlord upon demand any and all phone systems, furniture, fixtures and other personal property at expenses incurred by Landlord in removing Tenant's sole cost Effects, including court costs, attorneys' fees and expense provided storage charges on Tenant's Effects, for any length of time that Tenant Tenant's Effects shall repair be in Landlord's possession. Landlord may, at its option, without notice, sell Tenant's Effects, or any damage caused by of the same, at a private sale and without legal process, for such removal. Except price as otherwise provided in Landlord may obtain, and apply the proceeds of such sale to any amounts due under this Lease or in any Exhibit from Tenant to this Lease, should Landlord make any alteration or improvement and to the Premises at expenses incident to the request removal and sale of Tenant, Landlord shall be entitled to prompt reimbursement from 's Effects. Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The waives the provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterCalifornia Civil Code sections 1980-1991.

Alterations. A. Tenant shall make no not make, or allow to be made, any alterations, additions physical additions, improvements or improvements attached partitions (excluding non-electrified movable portions), including without limitation the attachment of any fixtures or equipment, in, about or to the Premises (“Alterations”) without obtaining the prior written consent of Landlord, which consent may shall not be given or unreasonably withheld with respect to proposed Alterations which: (a) comply with all applicable Regulations; (b) are in Landlord's ’s opinion, compatible with the Building or the Project and its mechanical, plumbing, electrical, heating/ventilation/air conditioning systems, and will not cause the Building or Project or such systems to be required to be modified to comply with any Regulations (including, without limitation, the Americans With Disabilities Act); and (c) will not interfere with the use and occupancy of any other portion of the Building or Project by any other tenant or its invitees. Specifically, but without limiting the generality of the foregoing, Landlord shall have the right of written consent for all plans and specifications for the proposed Alterations, construction means and methods, all appropriate permits and licenses, any contractor or subcontractor to be employed on the work of Alterations, and the time for performance of such work, and may impose rules and regulations for contractors and subcontractors performing such work. Tenant shall also supply to Landlord any documents and information reasonably requested by Landlord in connection with Landlord’s consideration of a request for approval hereunder. Tenant shall cause all Alterations to be accomplished in a first-class, good and workmanlike manner, and to comply with all applicable Regulations and Paragraph 27 hereof. Tenant shall at Tenant’s sole discretionexpense, perform any additional work required under applicable Regulations due to the Alterations hereunder. No review or consent by Landlord of or to any proposed Alteration or additional work shall constitute a waiver of Tenant’s obligations under this Paragraph 12, nor constitute any warranty or representation that the same complies with all applicable Regulations, for which Tenant shall at all times be solely responsible. Tenant shall reimburse Landlord for all commercially reasonable) costs which Landlord may incur in connection with granting approval to Tenant for any such Alterations, including any costs or expenses which Landlord may incur in electing to have outside architects and engineers review said plans and specifications, and shall pay Landlord an administration fee of not to exceed fifteen percent (15%) of the cost of the Alterations as Additional Rent hereunder. All such Alterations shall remain the property of Tenant until the expiration or earlier termination of this Lease, at which time they shall be and become the property of Landlord; provided, however, that Landlord may, at Landlord’s option, require that Tenant, at Tenant’s expense, remove any or all Alterations made by Tenant and restore the Premises by the expiration or earlier termination of this Lease, to their condition existing prior to the construction of any such Alterations. All such removals and restoration shall be accomplished in a first-class and good and workmanlike manner so as not to cause any damage to the Premises or Project whatsoever. If Tenant fails to remove such Alterations or Tenant’s trade fixtures or furniture or other personal property, Landlord may keep and use them or remove any of them and cause them to be stored or sold in accordance with applicable law, at Tenant’s sole expense. In addition to and wholly apart from Tenant’s obligation to pay Tenant’s Proportionate Share of Operating Expenses, Tenant shall be responsible for and shall pay prior to delinquency any taxes or governmental service fees, possessory interest taxes, fees or charges in lieu of any such taxes, capital levies, or other charges imposed upon, levied with respect to or assessed against its fixtures or personal property, on the value of Alterations within the Premises, and on Tenant’s interest pursuant to this Lease, or any increase in any of the foregoing based on such Alterations. To the extent that any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced to Tenant by Landlord. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to at Landlord’s option (but without obligation), all or any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot portion of the improved portions Alterations shall be performed by Landlord for Tenant’s account and Tenant shall pay Landlord’s estimate of the Premises cost thereof (excluding warehouse square footageincluding a reasonable charge for Landlord’s overhead and profit) and do not (i) affect the exterior prior to commencement of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premiseswork. In addition, at Landlord’s election and notwithstanding the foregoing, however, Tenant shall gave pay to Landlord the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; cost of removing any such Alterations and (y) cost less than Fifty Cents ($.50) per rentable square foot of restoring the Premises determined annually to their original condition such cost to include a reasonable charge for Landlord’s overhead and profit as provided above, and such amount may be deducted from the Security Deposit or any other terms or amounts hold by Landlord under this Lease. B. In compliance with Paragraph 27 hereof, at least ten (but without carryover or compounding); provided that 10) business days before beginning construction of any Alteration, Tenant shall give Landlord written notice of such changes which the expected commencement date of that construction to permit Landlord to post and record a notice of non-responsibility. Upon substantial completion of construction, if the law so provides, Tenant shall include cause a reasonably detailed description thereof. Landlord may impose, as a condition timely notice of completion to its consent, any requirements that Landlord be recorded in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance office of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) recorder of the cost of any work county in which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterBuilding is located.

Alterations. Tenant Sublessee shall not make no any alterations, installations, and improvements to the Premises without first obtaining the prior consent of both Sublessor and Prime Lessor, and any such approved alterations, installations and improvements shall comply with Section 7.5 of the Prime Lease, and Sublessee shall be obligated to comply with the terms and provisions of Section 7.5 as required by “Tenant” thereunder. Sublessor shall not be responsible for the failure or refusal of Prime Lessor to consent to such improvements but will use diligent and reasonable efforts to obtain such consent (which such diligent and reasonable efforts shall be limited to notifying Prime Lessor in writing of such request and cooperating with Sublessee and Prime Lessor in obtaining such consent). Any such approved alterations, additions or improvements to the Premises without the prior written consent of Landlord, which consent may shall be given or withheld done at Sublessee’s sole expense in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) a good and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any workmanlike manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations laws and ordinances, all covenants, conditions and restrictions affecting the Project, codes and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) applicable requirements of the cost of any work which requires a government permitPrime Lease. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at At the time of providing its consentapproval of any such alterations, Landlord notified Tenant in writing that Tenant would not have Sublessor shall notify Sublessee if Sublessee shall be required to remove such items the same upon the expiration or earlier termination of the Lease Sublease Term. When reviewing any plans for alterations; provided; however, additions or improvements submitted for its that if neither Sublessor nor Prime Lessor notifies Sublessee otherwise at the time of such approval, Landlord such alterations shall notify Tenant become the property of Prime Lessor and remain upon and be surrendered with the Premises. Notwithstanding the exclusion of Section 5.4 of the Prime Lease from this Sublease pursuant to Section 2.2.2(ii) above, Sublessee shall not make any installations or alterations to the roof of the Building without complying with the terms and provisions of Section 5.4 and Section 7.4(b) of the Prime Lease, in writing whether Landlord shall require Tenant addition to remove any or all the terms and provisions of such improvements upon this Section 7.1. Upon the expiration or earlier termination of this Leasethe Sublease Term, Sublessee shall not be required to remove any improvements located in the Premises as of the Commencement Date. Tenant shall Sublessor has approved in concept the planned alterations to be performed by Sublessee (attached hereto as Exhibit E), specifically including the addition of four (4) fume hoods; provided that Sublessor will have the right upon expiration or earlier termination of this Lease to remove any review and all phone systems, furniture, fixtures approve the detailed drawings for such alterations and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement alterations will be subject to the Premises at the request approval of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterPrime Lessor.

Alterations. Except as otherwise provided in this Section, Tenant shall make no alterations, additions additions, fixtures or improvements (“Alterations”) to the Premises or the Building without the prior written consent of Landlord, which consent may shall not be given unreasonably withheld, conditioned or withheld in Landlord's sole discretiondelayed. Notwithstanding the foregoing, in the event that any requested Alteration would result in a change from Landlord’s building standard materials and specifications for the Project (“Standard Improvements”), Landlord may withhold consent to such Alteration in its sole and absolute discretion. In the event Landlord so consents to a change from the Standard Improvements (such change being referred to as a “Non-Standard Improvement”), Tenant shall be responsible for the cost of replacing such Non-Standard Improvement with the applicable Standard Improvement (“Replacements”) which Replacements shall be completed prior to the Expiration Date or earlier termination of this Lease. A copy of the Standard Improvements are attached hereto as Exhibit F. Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises Alterations which cost less than One Two Dollar ($1.002.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, including but not limited to, to the roof, or (iii) require any material change to the basic floor plan of the PremisesPremises (including, without limitation, the adding of any material additional “office” square footage) or any change to any structural or mechanical systems of the Premises, or (iv) fail to comply with any applicable governmental requirements or require any governmental permit as a prerequisite to the construction thereof, or (v) result in the Premises requiring building services beyond the level normally provided to other tenants, or (vi) interfere in any manner with the proper functioning of of, or Landlord's ’s access to to, any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (vvii) diminish the value of the Premises. In additionPremises (as determined by Landlord in its reasonable discretion) including, Tenant shall gave the right to make alterationswithout limitation, additions or improvements to using lesser quality materials than those existing in the Premises, without having to obtain Landlord's consent which: or (xviii) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover alter or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereofreplace Standard Improvements. Landlord may impose, as a impose any condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, including but not limited to, to a requirement that the installation and/or removal of all work Alterations and Replacements be covered by a lien and completion bond satisfactory to Landlord in its sole and reasonable absolute discretion and requirements as to the manner, time, manner and contractor for time of performance of such work. Landlord shall in all events, whether or not Landlord’s consent is required, have the work; provided, however, that right to approve the contractor performing the installation and removal of Alterations and Replacements and Tenant shall not permit any contractor not approved by Landlord may not require Tenant to provide perform any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00)work on the Premises or on the Building. Tenant shall obtain all required permits for the work installation and removal of Alterations and Replacements and shall perform the work installation and removal of Alterations and Replacements in compliance with all applicable laws, regulations and ordinances, including without limitation the Americans with Disabilities Act, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined)as described in Article XVII. Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of such Alterations either requiring a permit from the City of Milpitas or affecting any work mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building. Under no circumstances shall Tenant make any Alterations or Replacements which requires a government permitincorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises, the Building or the Common Area. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises Alterations by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common AreasAreas (which consent may be withheld in the sole and absolute discretion of Landlord), then Tenant shall, at Tenant's ’s sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (includingcontractors, if required by Landlord, Landlord's contractors) architects and engineers as Landlord may require in its sole and absolute discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's ’s consent to any proposed Alterations shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Landlord may elect to cause its architect to review Tenant’s architectural plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should the work proposed by Tenant and consented to by Landlord modify the basic floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems and standards. Unless Landlord otherwise agrees in writing, all alterations, additions Alterations made or improvements affixed to the Premises Premises, the Building or to the Common Area (excluding moveable trade fixtures and furniture) ), including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. ; except that Landlord shall have may, by notice to Tenant given either prior to or following the right to expiration or termination of this Lease, require Tenant to remove any alterationsby the Expiration Date, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier sooner termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination date of this Lease. , or within ten (10) days following notice to Tenant shall have that such removal is required if notice is given following the right upon expiration Expiration Date or earlier termination sooner termination, all or any of this Lease to remove any and all phone systems, furniture, fixtures and other personal property the Alterations installed either by Tenant or by Landlord at Tenant's sole cost and expense provided that ’s request, including without limitation all Tenant shall repair any damage caused by such removal. Except Improvements constructed pursuant to the Work Letter (except as otherwise provided in this Lease or in the Work Letter), and to repair any Exhibit to this Lease, should Landlord make any alteration or improvement damage to the Premises, the Building or the Common Area arising from that removal and restore the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable their condition prior to the initial Tenant Improvements Work constructed pursuant to the attached Work Lettermaking such Alterations.

Alterations. (a) Tenant shall make no alterations, additions additions, repairs or improvements to the Premises without the prior written consent of Landlord(collectively, which consent may be given or withheld in Landlord's sole discretion“Alteration(s)”) except as expressly permitted by this Paragraph 14. Notwithstanding the foregoing, Landlord Tenant shall not unreasonably withhold its consent have no right to make any alterations, additions or improvements Alterations to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, includingwhich shall include the foundation, but not limited tofloor/ceiling slabs, the roof, or (iii) require any material change to curtain walls, exterior glass and mullions, columns, beams, shafts, stairs, stairwells, escalators, plazas, artwork, sculptures, washrooms, mechanical, electrical and telephone closets and all Common Areas and public areas and the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing life safety, plumbing, sprinkler systems and HVAC systems (collectively, “Building Structure and Systems”). Landlord’s consent to any other Alteration (i.e., other than to an Alteration to any portion or HVAC systemscomponent of the Building Structure and Systems or that, facilities in Landlord’s sole and absolute discretion, could adversely affect any portion of the Building Structure and Systems) shall not be unreasonably withheld. Notwithstanding the other provisions of this Paragraph 14, Tenant may install normal office decorations (e.g., paintings) in the Premises without obtaining Landlord’s consent. (b) Landlord may condition its consent to any type of Alteration on such requirements as Landlord may deem necessary in its subjective, good faith discretion, including without limitation: (i) the manner in which the work is to be done, (ii) the right of approval over the entity which shall perform, or equipment located in contract to perform, the work (which approval may be withheld if, among other things, that entity is not properly licensed under all applicable laws or serving if Landlord deems the Buildinginsurance carried by that entity to be inadequate), (iii) the times during which the work is to be accomplished, (iv) the issuance at Tenant’s sole cost of a performance or labor and material payment bond ensuring lien-free completion of the proposed Alterations, (v) delivery to Landlord of preliminary and final sets of plans for the proposed Alterations, or (vvi) diminish the value modification of the Premises. In addition, Tenant shall gave proposed Alterations to conform to Landlord’s subjective opinion about the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot appearance of the Premises determined annually (but without carryover or compounding); provided that proposed Alterations. Tenant shall give Landlord at least ten (10) business days prior written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, the expected commencement date of any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as related to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00)Premises. Tenant shall obtain be responsible for obtaining all permits required permits by law for the all work done by Tenant under this Lease and Tenant warrants that such work shall perform the work in compliance comply with all applicable governmental laws, regulations and codes, or ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing ADA. (c) Upon the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writingexpiration or earlier termination of this Lease, all alterations, additions or improvements affixed any part of the Alterations to or in connection with the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall remain and be surrendered with the Premises Premises. All articles of personal property and all business and trade fixtures, machinery and equipment, furniture and movable partitions owned by Tenant (“Tenant’s Effects”) shall be and remain the property of Tenant and may be removed by Tenant at any time during the end of the TermTerm when Tenant is not in default under this Lease. Landlord shall have the right to require If Tenant fails to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements Tenant’s Effects from the Premises upon expiration or earlier termination of this Lease, Landlord may, at its option, remove Tenant’s Effects and store Tenant’s Effects without liability to Tenant for loss of Tenant’s Effects. Tenant shall have the right agrees to pay Landlord upon expiration or earlier termination of this Lease to remove demand any and all phone systemsexpenses incurred by Landlord in removing Tenant’s Effects, furnitureincluding court costs, fixtures attorneys’ fees and other personal property storage charges on Tenant’s Effects, for any length of time that Tenant’s Effects shall be in Landlord’s possession. Landlord may, at its option, without notice, sell Tenant's sole cost ’s Effects, or any of the same, at a private sale and expense provided that Tenant shall repair without legal process, for such price as Landlord may obtain, and apply the Landlord’s Initials Tenant’s Initials proceeds of such sale to any damage caused by such removal. Except as otherwise provided in amounts due under this Lease or in any Exhibit from Tenant to this Lease, should Landlord make any alteration or improvement and to the Premises at expenses incident to the request removal and sale of Tenant, Landlord shall be entitled to prompt reimbursement from ’s Effects. Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The waives the provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterCalifornia Civil Code sections 1980-1991.

Alterations. Tenant shall 4.5.1 Not to make no alterationsany alterations additions, additions or improvements affecting the exterior or structure of the Property, nor to change the external appearance of the Property, nor to unite the Property with any other property, nor to demolish the Property or any part of it other than those agreed by the Landlord and contained in the Licence to Develop. 4.5.2 Not to make any other alterations or additions to the Premises Property [other than to any demountable partitioning]: without the Landlord’s prior written consent [such consent not to be unreasonably withheld or delayed]; (a) except in accordance with the plans and specifications of the proposed alterations or additions previously supplied to the Landlord in triplicate and approved in writing by the Landlord, which consent may be given ; and (b) subject to the Tenant entering into such covenants and obligations as the Landlord requires relating to the carrying out of the alterations or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent additions. 4.5.3 In relation to any alterations, alterations or additions or improvements to the Premises which cost less than One Dollar Property permitted by the Landlord under this clause: ($1.00a) per square foot of to carry out the improved portions of the Premises (excluding warehouse square footage) alterations or additions in a good and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the workmanlike manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such good quality materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises entire satisfaction of the Landlord; (excluding moveable trade fixtures b) to ensure that Conduits and furniturePlant within, or forming part of the Property, are not damaged or interfered with; (c) shall become at its own expense, before the property of Landlord and shall be surrendered with the Premises at the end determination of the Term. , (unless required not to do so by the Landlord) to restore the Property to the condition it was in before the execution of the alterations or additions, and to make good all consequential damage to the entire satisfaction of the Landlord; (d) to provide that the Landlord shall have and the right Tenant enter into a bond with the Tenant’s contractors, so that, in the event that, should the Tenant for whatever reason fail to require Tenant complete the works set out in the Licence for Develop attached at Schedule 4 the Landlord can step in and enforce the completion of the works 4.5.4 Not to remove make any alterations, alterations or additions or improvements whether or to the electrical installations in the Property without the Landlord’s prior consent [(such not Landlord's consent was required unless Landlord's written consent was obtained to be unreasonably withheld)] and at then only in accordance with the terms and conditions for the time being laid down by the Institution of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon Electrical Engineers and the expiration or earlier termination regulations of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterelectricity supply authority.

Alterations. Tenant shall not make no alterationsor suffer to be made any alteration, additions addition or improvements improvement to or of the Premises or any part thereof (collectively referred to herein as "alterations") without (i) the prior written consent of Landlord, (ii) a valid building permit issued by the appropriate governmental authority and (iii) otherwise complying with all applicable laws, regulations and requirements of governmental agencies having jurisdiction and with the rules, regulations and requirements of any board of fire underwriters or similar body. Notwithstanding the foregoing, Tenant may make non-structural alterations costing in the aggregate less than Five Thousand Dollars ($5,000) in any one year of the term without the prior written consent of Landlord, which consent may provided that Tenant promptly informs Landlord in writing of the nature of the alterations, the cost thereof and the contractor engaged or proposed to be given or withheld in engaged to perform such work, and provided further that all such work complies with clauses (ii) and (iii) above. Landlord's sole discretionconsent to any requested alteration shall not create on the part of Landlord or cause Landlord to incur any responsibility or liability for such alteration's compliance with all laws, rules and regulations of federal, state, county, municipal and other governmental authorities. Notwithstanding Any alteration made by Tenant (excluding moveable furniture and trade fixtures not attached to the Premises) shall at once become a part of the Premises and belong to Landlord. Without limiting the foregoing, Landlord shall not unreasonably withhold its consent to any alterationsall heating, additions or improvements to the Premises which cost less than One Dollar lighting, electrical ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) including all wiring, conduit, outlets, drops, ▇▇▇▇ ducts, main and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sitessubpanels), or (ii) affect or penetrate any air conditioning, partitioning, drapery and carpet installations made by Tenant, regardless of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements how attached to the Premises, without having to obtain Landlord's consent which: (x) do not fall within together with all other alterations that have become an integral part of the conditions identified Project in subparagraphs (i) through (v) above; which the Premises are a part, shall be and (y) cost less than Fifty Cents ($.50) per rentable square foot become part of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory belong to Landlord upon installation and reasonable requirements as to the manner, timeshall not be deemed trade fixtures, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work remain upon and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end termination of the Termlease. Regardless of whether Landlord's consent is required in connection with the making of any alteration by Tenant, the same shall be made by Tenant at its sole risk, cost and expense and only after Landlord's written approval of any contractor or person selected by Tenant for that purpose, and the same shall be made at such time and in such manner as Landlord may from time to time designate. Tenant shall, if required by Landlord, secure at Tenant's cost a completion and lien indemnity bond for such work. Upon Tenant's request, Landlord shall have advise Tenant in writing whether it reserves the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at Alterations from the time Premises upon termination of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the Lease. Upon the expiration or earlier sooner termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approvalterm, Landlord shall notify Tenant in writing whether Landlord shall may, at its sole option, require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systemsTenant, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that expense, to promptly both remove any such alteration made by Tenant shall and designated by Landlord to be removed and repair any damage to the Premises caused by such removal. Except removal and shall restore the Premises to the surrender condition as otherwise provided in this Lease paragraph 23 herein. Any moveable furniture and equipment or in any Exhibit to this Lease, should Landlord make any alteration or improvement to trade fixtures remaining on the Premises at the request expiration or other termination of the term shall become the property of the Landlord unless promptly removed by Tenant. If during the term any alteration, addition or change of the Premises is required by law, regulation, ordinance or order of any public authority, Tenant, at its sole cost and expense, shall promptly make the same. If during the term any alterations, additions or changes to the Common Area or to the Project in which the Premises is located is required by law, regulation, ordinance or order of any public or quasi-public authority, and it is impractical in Landlord's judgment for the affected tenants to individually make such alterations, additions or changes, Landlord shall make such alterations, additions or changes and the cost thereof shall be a common area charge and Tenant shall pay its percentage share of such cost to Landlord as provided in paragraph 16. All trade fixtures, personal property and Alterations installed in the Premises at Tenant's expense ("Tenant's Property") shall be deemed Tenant's property and Tenant shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3depreciation, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letteramortization and other tax benefits with respect thereto.

Alterations. Tenant 9.1 The initial improvement of the Premises shall be accomplished by Landlord in accordance with Exhibit D (Demising walls), Landlord is under no obligation to make no any alterations, additions decorations, additions, improvements, demolition's or improvements other changes (collectively "alterations") in or to the Premises except as set forth in Exhibit D. 9.2 Tenant shall not make or permit anyone to make any Alteration in or to the Premises or the Building without the Landlord's prior written consent of Landlordconsent, which consent may not be given unreasonably withheld. Any Alteration which Landlord permits Tenant to make shall be made: (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) by a contractor of Tenant's choice and approved by Landlord and in accordance with plans and specifications consented to in writing by Landlord; (d) in accordance with legal requirements (including, without limitation, the Americans With Disabilities Act) and requirements of any insurance company insuring the Building; (e) after obtaining any required consent of the holder(s) of any Mortgage; (f) after obtaining a workmen's compensation insurance policy approved by Landlord, wherein such approval is not unreasonably withheld; and (g) in compliance with such other reasonable requirements as Landlord might impose. If any lien (or withheld a petition to establish a lien) is filed in connection with any Alteration, then such lien (or petition) shall be discharged by Tenant at Tenant's expense within ten (10) days thereafter by the payment thereof or filing of a bond acceptable to Landlord. Landlord's sole discretion. Notwithstanding consent to the foregoingmaking of an Alteration shall be deemed not to constitute Landlord's consent to subject its interest in the Premises or the Building or the Land to liens which may be connection therewith. 9.3 If any Alteration is made without Landlord's prior consent, then Landlord shall not unreasonably withhold its consent have the right, in addition to any alterationsexercising all other available remedies, at Tenant's expense to remove and correct such Alteration, and restore the Premises and the Building to their condition immediately prior thereto or to require Tenant to do the same. Unless Landlord elects otherwise pursuant to this Section 9.3, all Alterations, except additions or improvements of removable furniture, equipment, and furnishings, and trade fixtures, to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of or the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or made by either party shall immediately become Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or property (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). during the Lease Term Tenant shall obtain all required permits for the work retain an insurable interest in such Alterations) and shall perform the work in compliance with all applicable laws, regulations remain upon and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations; provided, additions or improvements submitted for its approvalhowever, Landlord that if Tenant is not in default under this Lease, then Tenant shall notify Tenant in writing whether Landlord shall require Tenant have the right to remove any or all of such improvements upon remove, prior to the expiration or earlier termination of the Lease Term, all movable or removable furniture, equipment and furnishings, and trade fixtures installed on the Premises solely at Tenant's expense. Notwithstanding anything of the foregoing to the contrary in this Lease. Section 9.3, Tenant shall have also be required to remove all Alterations, removable or attached, at Landlords discretion, to Premises or the right upon Building and all non-trade fixtures and equipment which Landlord has not previously approved for installation and which Landlord designates in writing for removal (which designation shall be provided to Tenant prior to the expiration or earlier termination of this the Lease Term) and Tenant shall be required to remove any all telephone and all phone systems, data cabling installed by or on behalf of Tenant not used by or accepted by subsequent Tenants (collectively "Cabling"). Movable or removable furniture, equipment and furnishings, and trade fixtures shall be deemed to exclude any item which would normally be removed or detached from the Premises with the assistance of any tool or machinery other than a hand truck equipped with rubber tires and other personal property devices used by professional movers. Landlord shall have the right to repair or replace at Tenant's sole cost and reasonable expense provided that Tenant shall repair any all damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises or the Building caused by any such removal or to require Tenant to do the same. If any such furniture, furnishings or trade fixtures is not removed by Tenant prior to the expiration or earlier termination of the Lease Term, then the same shall, at Landlord's option, become Landlord's property and shall be surrendered with the request of TenantPremises as a part thereof; provided, however, that Landlord shall be entitled have the right to prompt reimbursement remove from Tenant the Premises at Tenant's Expense such furniture, equipment and furnishings, or trade fixtures and any Alteration, non-trade fixture or equipment (which Landlord designates in writing for all costs incurred. If Landlord withholds removal) and any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterCabling.

Alterations. Tenant shall not make no alterations, additions (or improvements permit to be made) any alteration to the Premises (including, without limitation, the attachment of any fixture or equipment) unless such alteration (a) equals or exceeds the Building Standard and utilizes only new and first-grade materials, (b) is in conformity with all Legal Requirements, and is made after obtaining any required permits and licenses, (c) is made with the prior written consent of Landlord not to be unreasonably withheld, conditioned or delayed, (d) is made pursuant to plans and specifications approved in writing in advance by Landlord, which consent may be given or withheld in (e) is made after Tenant has provided to Landlord such reasonable indemnification and/or bonds requested by Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited tolimitation, a requirement that all work be covered by a lien performance and completion bond in such form and amount as may be satisfactory to Landlord to protect against claims and reasonable requirements as to the manner, timeliens for labor performed and materials furnished, and contractor for performance of to insure the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost completion of any work which requires a government permit. If any governmental entity requiresalteration, as a condition to any proposed alterations, additions or improvements to the Premises (f) is carried out by Tenant, that improvements be made to the Common Areas, and if persons approved in writing by Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (includingwho, if required by Landlord, Landlord's contractors) deliver to Landlord before commencement of their work proof of such insurance coverage as Landlord may require require, with Landlord named as an additional insured, and (g) is done only at such time and in its sole discretionsuch manner as to not disturb the Landlord or other tenants in the Building. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous MaterialsAll such alterations, includingimprovements and additions (including all articles attached to the floor, without limitation, asbestos-containing construction materials into wall or ceiling of the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall shall, at Landlord’s election, be (i) surrendered with the Premises as part thereof at the end termination or expiration of the Term, without any payment, reimbursement or compensation therefor, or (ii) removed by Tenant, at Tenant’s expense, with all damage caused by such removal repaired by Tenant. Landlord shall have Tenant may remove Tenant’s trade fixtures, office supplies, movable office furniture and equipment not attached to the right Building, provided such removal is made prior to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify no uncured Event of Default has occurred and Tenant in writing whether Landlord shall require Tenant to remove any or promptly repairs all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease Tenant shall indemnify, defend and hold harmless Landlord from and against all liens, claims, damages, losses, liabilities and expenses, including attorneys’ fees, which may arise out of, or be connected in any Exhibit way with, any such change, addition or improvement. Within twenty (20) days following the imposition of any lien resulting from any such change, addition or improvement, Tenant shall cause such lien to this Lease, should Landlord make any alteration be released of record by payment of money or improvement to the Premises at the request posting of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Lettera proper bond.

Alterations. 6.1 Except for those, if any, specifically provided for in Exhibit B to this Lease, Tenant shall not make no alterations, additions or improvements suffer to the Premises without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to made any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites)additions, or (ii) affect or penetrate any of the structural portions of the Buildingimprovements, including, but not limited to, the roofattachment of any fixtures or equipment in, on, or to the Premises or any part thereof or the making of any improvements as required by Article 7, without the prior written consent of Landlord. When applying for such consent, Tenant shall, if requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements. ▇▇▇▇▇▇▇▇’s consent shall not be unreasonably withheld with respect to alterations which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, and (iii) do not affect or require any material change to the basic floor plan modification of the PremisesBuilding’s electrical, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electricalplumbing, plumbing HVAC or HVAC other systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave have the right to make perform, with prior written notice to but without Landlord's consent, any alteration, addition, or improvement that satisfies all of the following criteria (a “Cosmetic Alteration”): (1) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (2) is not visible from the exterior of the Premises or Building; (3) will not affect the systems or structure of the Building; (4) costs less than $75,000.00 in the aggregate during any twelve (12) month period of the Term of this Lease, and (5) does not require work to be performed inside the walls or above the ceiling of the Premises. However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all of the other provisions of this Article 6. 6.2 In the event Landlord consents to the making of any such alteration, addition or improvement by Tenant, the same shall be made by using either Landlord’s contractor or a contractor reasonably approved by Landlord, in either event at ▇▇▇▇▇▇’s sole cost and expense. If Tenant shall employ any contractor other than Landlord’s contractor and such other contractor or any subcontractor of such other contractor shall employ any non-union labor or supplier, Tenant shall be responsible for and hold Landlord harmless from any and all delays, damages and extra costs suffered by Landlord as a result of any dispute with any labor unions concerning the wages, hours, terms or conditions of the employment of any such labor. In any event, Landlord may charge Tenant a construction management fee not to exceed three percent (3%) of the cost of such work to cover its overhead as it relates to such proposed work (the foregoing construction management fee shall not apply to the Initial Alterations performed by Landlord in accordance with Exhibit B to this Lease nor to the Approved Alterations as defined in Section 7 of Exhibit B to this Lease), plus third-party costs actually incurred by Landlord in connection with the proposed work and the design thereof, with all such amounts being due five (5) days after ▇▇▇▇▇▇▇▇’s demand. 6.3 All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all Regulations, using Building standard materials where applicable, and Tenant shall, prior to construction, provide the Premisesadditional insurance required under Article 11 in such case, without having and also all such assurances to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot Landlord as Landlord shall reasonably require to assure payment of the Premises determined annually (costs thereof, including but without carryover not limited to, notices of non-responsibility, waivers of lien, surety company performance bonds and funded construction escrows and to protect Landlord and the Building and appurtenant land against any loss from any mechanic’s, materialmen’s or compounding); provided that other liens. Tenant shall give Landlord written notice of pay in addition to any sums due pursuant to Article 4, any increase in real estate taxes attributable to any such changes which notice alteration, addition or improvement for so long, during the Term, as such increase is ascertainable; at Landlord’s election said sums shall include a reasonably detailed description thereofbe paid in the same way as sums due under Article 4. Landlord may imposemay, as a condition to its consentconsent to any particular alterations or improvements, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection deposit with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of reasonably estimated by Landlord as sufficient to cover the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions removing such alterations or improvements and restoring the Premises, to the Premises by Tenant, that improvements be made extent required under Section 26.2. 6.4 Notwithstanding anything to the Common Areascontrary contained herein, so long as ▇▇▇▇▇▇’s written request for consent for a proposed alteration or improvements contains the following statement in large, bold and if Landlord consents to such improvements to the Common Areascapped font “PURSUANT TO ARTICLE 6 OF THE LEASE, then Tenant shallIF LANDLORD CONSENTS TO THE SUBJECT ALTERATION, LANDLORD SHALL NOTIFY TENANT IN WRITING WHETHER OR NOT LANDLORD WILL REQUIRE SUCH ALTERATION TO BE REMOVED AT THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE.”, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (includingtime Landlord gives its consent for any alterations or improvements, if required by Landlordit so does, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances Tenant shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall also be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements notified whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing will require that Tenant would not have to remove such items alterations or improvements be removed upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have Notwithstanding anything to the right upon contrary contained in this Lease, at the expiration or earlier termination of this Lease and otherwise in accordance with Article 26 hereof, Tenant shall be required to remove all alterations or improvements made to the Premises except for any such alterations or improvements which Landlord expressly indicates or is deemed to have indicated shall not be required to be removed from the Premises by Tenant. If ▇▇▇▇▇▇’s written notice strictly complies with the foregoing and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that if Landlord fails to so notify Tenant whether Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease be required to remove the subject alterations or in any Exhibit to improvements at the expiration or earlier termination of this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, it shall be assumed that Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions require the removal of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Lettersubject alterations or improvements.

Alterations. 6.1 Except for those, if any, specifically provided for in Exhibit B to this Lease, Tenant shall not make no alterations, additions or improvements suffer to the Premises without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to made any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites)additions, or (ii) affect or penetrate any of the structural portions of the Buildingimprovements, including, but not limited to, the roofattachment or any fixtures of equipment in, on, or to the Premises or any part thereof or the making of any improvements as required by Article 7, without the prior written consent of Landlord. When applying for such consent, Tenant shall, if requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed with respect to alterations which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, and (iii) do not affect or require any material change to the basic floor plan modification of the PremisesBuilding’s electrical, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electricalplumbing, plumbing HVAC or HVAC other systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave have the right to make perform, with prior written notice to but without Landlord’s consent, any alteration, addition, or improvement that satisfies all of the following criteria (a “Cosmetic Alteration”); (1) is of a cosmetic nature such as painting, hanging pictures and installing carpeting; (2) is not visible from the exterior of the Premises of Building; (3) will not affect the systems or structure of the Building; (4) costs less than $100,000.00 in the aggregate during any twelve (12) month period of the Term of this Lease, and (5) does not require work to be performed inside the walls or above the ceiling of the Premises. However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all of the other provisions of this Article 6. 6.2 In the event Landlord consents to the making of any such alteration, addition or improvement by Tenant, the same shall be made by using either Landlord’s contractor or a contractor reasonably approved by Landlord, in either event at Tenant’s sole cost and expense. If Tenant shall employ any contractor other than Landlord’s contractor and such other contractor or any subcontractor of such other contractor shall employ any non-union labor or supplier, Tenant shall be responsible for and hold Landlord harmless from any and all delays, damages and extra costs suffered by Landlord as a result of any dispute with any labor unions concerning the wage, hours, terms or conditions of the employment of any such labor. In any event Landlord may charge Tenant a construction management fee equal to three percent (3%) of the cost of such work (other than any Cosmetic Alteration that satisfies the criteria set forth in Section 6.1) to cover its overhead as it relates to such proposed work, plus third-party costs actually incurred by Landlord in connection with the proposed work and the design thereof, with all such amounts being due thirty (30) days after Landlord’s demand. 6.3 All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all Regulations, and with Landlord’s Building construction standards (if any) from time to time to the Premisesextent applicable (which standards shall be made available to Tenant by Landlord’s Building manager upon request). Tenant shall use Building standard materials where applicable, without having and Tenant shall, prior to obtain Landlord's consent which: construction, provide the additional insurance required under Article 11 in such case, and also all such assurances to Landlord as Landlord shall reasonably require to assure payment of the costs thereof, including but not limited to, notices of non-responsibility, waivers of lien, surety company performance bonds (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) provided that no such bonds shall be required for any alterations, additions or improvements that are estimated to cost less than Fifty Cents ($.50100,000.00 in the aggregate) per rentable square foot of and funded construction escrows and to protect Landlord and the Premises determined annually (but without carryover Building and appurtenant land against any loss from any mechanic’s, materialmen’s or compounding); provided that other liens. Tenant shall give Landlord written notice of pay in addition to any sums due pursuant to Article 4, any increase in real estate taxes attributable to any such changes which notice alteration, addition or improvement for so long, during the Term, as such increase is ascertainable, at Landlord’s election said sums shall include a reasonably detailed description thereofbe paid in the same way as sums due under Article 4. Landlord may imposemay, as a condition to its consent, consent to any requirements that Landlord in its discretion may deem reasonable particular alterations or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not improvements require Tenant to provide any bonds in connection deposit with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of reasonably estimated by Landlord as sufficient to cover the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions removing such alterations or improvements and restoring the Premises, to the Premises by Tenant, that improvements be made extent required under Section 26.2. 6.4 Notwithstanding anything to the Common Areascontrary contained herein, so long as Tenant’s written request for consent for a proposed alteration or improvements contains the following statement in large, bold and if Landlord consents to such improvements to the Common Areascapped font “PURSUANT TO ARTICLE 6 OF THE LEASE, then Tenant shallIF LANDLORD CONSENTS TO THE SUBJECT ALTERATION, LANDLORD SHALL NOTIFY TENANT IN WRITING WHETHER OR NOT LANDLORD WILL REQUIRE SUCH ALTERATION TO BE REMOVED AT THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE.”, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (includingtime Landlord gives its consent for any alterations or improvements, if required by Landlordit so does, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances Tenant shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall also be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements notified whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing will require that Tenant would not have to remove such items alterations or improvements be removed upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have Notwithstanding anything to the right upon contrary contained in this Lease, at the expiration or earlier termination of this Lease and otherwise in accordance with Article 26 hereof, Tenant shall be required to remove all alterations or improvements made to the Premises except for any such alterations or improvements which Landlord expressly indicates or is deemed to have indicated shall not be required to be removed from the Premises by Tenant. If Tenant’s written notice strictly complies with the foregoing and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that if Landlord fails to so notify Tenant whether Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease be required to remove the subject alterations or in any Exhibit to improvements at the expiration or earlier termination of this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, it shall be assumed that Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions require the removal of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Lettersubject alterations or improvements.

Alterations. Tenant shall make no alterationsmay not, additions or improvements to at any time during the Premises Term, without the Landlord’s prior written consent of Landlordconsent, which consent may be given or withheld in Landlord's ’s sole and absolute discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to make any alterations, alterations or additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) adversely affect the exterior structure or the safety of the Building or outside areas (or be visible from adjoining sites)Improvements, or (ii) adversely affect or penetrate any of the structural portions of the Buildingelectrical, includingheating, but not limited toventilating, the roofair-conditioning, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural plumbing or mechanical systems of the PremisesBase Building Work or the functioning thereof, and Tenant may not, at any time during the Term, without Landlord’s prior written consent, which consent may be withheld in Landlord’s reasonable discretion, make any alterations or additions to the Premises which affect (even though not adversely) the structure of the Improvements. Subject to the immediately preceding sentence, (a) Tenant may make any alterations or additions to the Leasehold Improvements and may relocate or make additions of or to the VAV boxes and sprinkler system without Landlord’s consent and (b) Tenant may make alterations or additions to the Base Building Work provided that Tenant may not make any alterations or additions to the Base Building Work other than as set forth in the preceding clause (a) without obtaining Landlord’s prior written consent, if such alteration or addition would (x) affect the exterior appearance of the Improvements (other than as permitted pursuant to Section 32.10 and Section 32.13), and in such case Landlord may withhold its consent in Landlord’s sole and absolute discretion, or (ivy) interfere if in Landlord’s reasonable opinion it would result in a reduction in the value of the Premises except that in the case of any manner matter referred to in this clause (y) that does not involve the garage, Landlord will consent to such alteration or addition if Tenant agrees to remove and restore the same to its prior condition upon the expiration or termination of the Term of this Lease if Landlord has requested such removal within thirty (30) days after Tenant has advised Landlord that it proposes to make or has made such Alteration, and provided, further, that (A) Tenant shall not install any interior stairwell, raised computer flooring, additional specialty plumbing (such as an executive shower) other than modifications to the specialty plumbing installed as part of the original Leasehold Improvements, additional kitchens other than modifications to the cafeteria and other kitchen areas installed as part of the original Leasehold Improvements, or vault incorporated into the structure of the Improvements without sending at least thirty (30) days prior written notice to Landlord and, if requested by Landlord within such thirty (30) day period, agreeing to remove such installations, at Tenant’s expense, upon the expiration or sooner termination of this Lease if then requested by Landlord, and (B) Tenant shall give Landlord at least ten (10) days prior written notice of any such alteration or additions to the Base Building Work whose cost will exceed Fifty Thousand Dollars ($50,000). Landlord agrees that with the proper functioning of or Landlord's access respect to any mechanicalalteration or addition for which Tenant would have a removal obligation upon the expiration or termination of the Term, electricalLandlord shall advise Tenant within fifteen (15) Business Days after Tenant’s written request as to whether Landlord will require such removal so that Tenant has a reasonable period of time to determine not to proceed with making such alteration or addition if the Landlord determines to require such removal. Landlord agrees that with respect to any alteration or addition to the Base Building Work that requires Landlord’s approval under this Article 11, plumbing Landlord shall advise Tenant within ten (10) Business Days, in the case of any alteration or HVAC systems, facilities or equipment located addition to the Base Building Work that in or serving the Building, or (v) diminish Landlord’s reasonable opinion would result in a material reduction in the value of the Premises, or thirty (30) days, in the case of any other alteration or addition to the Base Building Work requiring Landlord’s approval, after Tenant’s written request to Landlord for such approval, as to whether Landlord approves or disapproves such alteration or addition. In additionTenant shall procure at its own expense such governmental approvals and permits as may be required for any alterations or additions made by Tenant. At Tenant’s expense, Landlord shall join in submitting Tenant’s plans for any necessary governmental approval, if required by applicable law. All such alterations or additions made by, or for, Tenant shall gave the right to make alterations(A) comply with all Legal Requirements, additions or improvements to the Premises, without having to obtain Landlord's consent which: (xB) do not fall within the conditions identified be completed in subparagraphs (i) through (v) above; a good and workmanlike manner and with reasonable diligence and (yC) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that be done at Tenant’s own expense. Upon receiving Landlord’s written request, Tenant shall give furnish Landlord written notice with copies of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable and all final plans and specifications and all necessary governmental permits prepared or desirable, including, but issued for all alterations or additions (whether or not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds Landlord’s consent was required in connection with such alterations or additions). Tenant shall carry builder’s risk insurance during the course of construction of any particular alterations project which costs less than One or additions having a cost in excess of Two Hundred Thousand Dollars ($100,000.00200,000). Tenant shall obtain all required permits for All alterations and additions to the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord Improvements shall be entitled to a supervision fee in the amount of five percent (5%) and remain part of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, realty and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Termsubject to this Lease. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration alterations or improvement additions to the Premises at except for (i) the request initial construction of the Improvements in accordance with the Development Obligations Exhibit, (ii) alterations or additions approved by Tenant in writing, and (iii) Capital Expenditures required to be made by Landlord pursuant to Section 10.03(b), which Capital Expenditures shall be made in accordance with plans and specifications approved by Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 which approval shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterunreasonably withheld.

Alterations. Except as otherwise provided in this Section, Tenant shall make no alterations, additions additions, fixtures or improvements to (“Alterations”)to the Premises or the Building without the prior written consent of Landlord, which consent may shall not be given unreasonably withheld or withheld in Landlord's sole discretionconditioned. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements Tenant may make Alterations to the Premises which cost costing less than One Dollar Forty-Five Thousand Dollars ($1.0045,000.00) per square foot without Landlord’s consent, provided, however, that any Alterations which change the structural, electrical or mechanical systems of the improved portions Premises, or which require a governmental permit as a prerequisite to the construction thereof, shall require Landlord’s prior written consent, which shall not be unreasonably withheld or conditioned. Notwithstanding anything to the contrary contained in either of the Premises (excluding warehouse square footage) and do not foregoing sentences, however, no Alterations shall: (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, including but not limited to, to the roof, or (iii) require any material change to the basic floor plan of the Premises, Premises or any material change to any structural or mechanical systems of the Premises, or (iv) fail to comply with any applicable governmental requirements, or (v) result in the Premises requiring building services beyond the level normally provided to other tenants, or (vi) interfere in any manner with the proper functioning of of, or Landlord's ’s access to to, any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (vvii) diminish the value of the Premises including, without limitation, using lesser quality materials than those existing in the Premises, or replace Standard Improvements. In additionFurther, in the event that any Alteration would result in a change from Landlord’s building standard materials and specifications for the Project (“Standard Improvements”), Tenant shall gave be responsible for the right to make alterations, additions or improvements cost of replacing such non-standard improvement (“Non-Standard Improvement”) with the applicable Standard Improvement (“Replacements”) which Replacements shall be completed prior to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot Expiration Date or earlier termination of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereofthis Lease. Landlord may impose, as a impose any reasonable condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, including but not limited to, to a requirement that the installation and/or removal of all work Alterations and Replacements be covered by a lien and completion bond satisfactory to Landlord in its sole and reasonable absolute discretion and requirements as to the mannermanner and time of performance of such work. Landlord shall in all events, timewhether or not Landlord’s consent is requited, have the right to approve the contractor performing the installation and removal of Alterations and Replacements (which approval shall not be unreasonably withheld or conditioned), and Tenant shall not permit any contractor for performance of not approved by Landlord to perform any work on the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00)Premises or on the Building. Tenant shall obtain all required permits for the work installation and removal of Alterations and Replacements and shall perform the work installation and removal of Alterations and Replacements in compliance with all applicable laws, regulations and ordinances, including without limitation the Americans with Disabilities Act, all covenants, conditions and restrictions affecting the ProjectSite, and the Rules and Regulations (hereafter defined). as described in Article XVII, Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of such Alterations either requiring a permit from the City of Irvine or affecting any work mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building. Under no circumstances shall Tenant make any Alterations or Replacements which requires a government permitincorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises, the Building or the Common Area. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises Alterations by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common AreasAreas (which consent may be withheld in the sole and absolute discretion of Landlord), then Tenant shall, at Tenant's ’s sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (includingcontractors, if required by Landlord, Landlord's contractors) architects and engineers as Landlord may require in its sole and absolute discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's ’s consent to any proposed Alterations shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Landlord may elect to cause its architect to review Tenant’s architectural plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should the work proposed by Tenant and consented to by Landlord modify the basic floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems and standards. Unless Landlord otherwise agrees in writing, all alterations, additions Alterations made or improvements affixed to the Premises Premises, the Building or to the Common Area (excluding moveable trade fixtures and furniture) ), including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. ; except that Landlord shall have may, by notice to Tenant given either prior to or following the right to expiration or termination of this Lease, require Tenant to remove any alterationsby the Expiration Date, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier sooner termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination date of this Lease. , or within thirty (30) days following notice to Tenant shall have that such removal is required if notice is given following the right upon expiration Expiration Date or earlier termination sooner termination, all or any of this Lease to remove any and all phone systems, furniture, fixtures and other personal property the Alterations installed either by Tenant or by Landlord at Tenant's sole cost and expense provided that ’s request, including without limitation all Tenant shall repair any damage caused by such removal. Except Improvements constructed pursuant to the Work Letter (except as otherwise provided in this Lease or in the Work Letter), and to repair any Exhibit to this Lease, should Landlord make any alteration or improvement damage to the Premises, the Building or the Common Area arising from that removal and restore the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable their condition prior to the initial Tenant Improvements Work constructed pursuant to the attached Work Lettermaking such Alterations.

Alterations. Tenant (i) Subtenant shall not make no or permit to be made any alterations, additions additions, improvements, or improvements modifications to the Sublet Premises (including, without limitation, modifications to the configuration of the Walls/Partitions or Systems Furniture) (any such alteration, addition, improvement or modification, an “alteration”) without (i) the prior written consent of Sublessor, acting in its sole and absolute judgment, both as to whether the alterations may be made and as to how and when they will be made (provided that Sublessor’s consent shall not be unreasonably withheld so long as such alterations (a) are not visible from the exterior of the Sublet Premises, (b) do not affect either the Building Structure or any Building System), and (c) are not inconsistent with the standards of a First-Class Building (as determined by each of Sublessor and Landlord in its sole and absolute discretion) and (ii), to the extent required by the Prime Lease, the prior written consent of Landlord. Any alterations shall be made at Subtenant’s expense, in a good and workmanlike manner by contractors and subcontractors approved by Sublessor (acting reasonably) and, if required by the Prime Lease, by Landlord, provided, however, with respect to alterations affecting the Walls/Partitions or Systems Furniture, Subtenant shall use contractors, subcontractors and vendors designated by Sublessor in its sole and absolute discretion). If any alteration involves the removal of all or any portion of any Wall or Systems Furniture, Subtenant shall store such removed item, utilizing storage vendors designated by Sublessor in its sole and absolute discretion, which vendors shall agree, in writing, that they shall not have any lien or security interest in any of Sublessor’s property, including, without limitation, the Walls/Partitions and/or Systems Furniture; Subtenant shall provide copies of all agreements with such vendors to Sublessor. All alterations shall be made in accordance with complete plans and specifications approved in advance in writing by Sublessor, and in accordance with all Laws (including, without limitation, the ADA), and only after Subtenant: (i) has obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies thereof to Sublessor, (ii) has submitted to Sublessor an architect’s certificate that the alterations will conform to all Laws (including the ADA), and (iii) has complied with all other requirements reasonably imposed by Sublessor, including without limitation any requirements due to the underwriting guidelines of Sublessor’s insurance carriers. At Subtenant’s expense, Sublessor shall join in submitting Subtenant’s plans for any necessary governmental approval, if required by applicable law. Sublessor’s consent to any alterations and approval of any plans and specifications constitutes approval of no more than the concept of these alterations and not a representation or warranty with respect to the quality or functioning of such alterations, plans and specifications. Subtenant shall pay to Sublessor (and, if required by the Prime Lease, the Landlord) the charge reasonably prescribed by Sublessor [and Landlord (if applicable)] in consideration for the work of Sublessor, Landlord, and its and their employees in reviewing and approving such plans and specifications (or the actual cost incurred by Sublessor and, if applicable, Landlord, to have a third party representative review such plans and specifications), including, without limitation, those reasonable costs incurred by Sublessor in reviewing and approving the modifications described in Section 2(b) of this Sublease. (ii) In the event Sublessor (and, if applicable, Landlord) approves Subtenant alterations pursuant to the terms of this Section 7, Subtenant shall be and is solely responsible for such alterations and for the proper integration thereof with the Building, including the Building Systems, Building Structure and existing conditions. Notwithstanding the foregoing, all alterations affecting a component of the Building Structure or Building Systems shall be performed by contractors approved by Sublessor and Landlord (in its and their sole discretion). With respect to any alteration that affects a component of the Building Structure or Building Systems, which component is covered by a warranty that requires work performed on such component to be performed by a particular contractor, Subtenant shall use such contractor in connection with such alteration. Sublessor and, if required by the Prime Lease, Landlord, shall have the right, but not the obligation, to supervise the making of any such alterations and to be compensated for such supervision at a rate reasonably prescribed by Sublessor and, if applicable, Landlord. All such construction, alterations, and maintenance work done by or for Subtenant shall (i) be performed in a such manner as to maintain harmonious labor relations, (ii) not alter the exterior appearance of the Building or the Common Areas, (iii) not affect the structure or the safety of the Building, (iv) comply with all building, safety, fire, plumbing, electrical, and other codes, permitting and governmental and insurance requirements, (v) not result in any usage in excess of building standard of water, electricity, gas, heating, ventilating, or air conditioning (either during or after such work), unless prior written arrangements reasonably satisfactory to Sublessor and Landlord are made with respect thereto, (vi) be completed promptly and in a good and workerlike manner, (vii) be performed in compliance with Section 8.B. of the Prime Lease, and (viii) not unreasonably interfere with the use and occupancy of the Building by any other tenant or occupant. Sublessor will require Subtenant, before permitting Subtenant to commence construction of alterations, to give Sublessor proof reasonably satisfactory to Sublessor of Subtenant’s financial ability to complete and fully pay for Subtenant’s work; or, in lieu thereof, to furnish to Sublessor a completion bond in an amount satisfactory to Sublessor guaranteeing the completion of Subtenant’s work free of mechanics’ and materialmen’s liens. Each of Landlord and Sublessor shall have the right, but not the obligation, to periodically inspect the performance of the construction of any alteration. Subtenant shall, at its sole expense, promptly repair any defects of which Sublessor or Landlord notifies Subtenant. (iii) Following completion of any alterations, at Sublessor’s request, Subtenant (i) shall deliver to Sublessor a certificate signed by Subtenant stating that such alterations have been completed in accordance with the plans and specifications previously delivered to Sublessor and in accordance with Laws, including the ADA, and (ii) either shall deliver to Sublessor a complete set of “as built” plans showing the alterations or shall reimburse Sublessor for any expense incurred by Sublessor in causing the Building plans to be modified to reflect the alterations. Subtenant hereby agrees to indemnify and hold Sublessor harmless against and from any and all claims, damages, costs, and fines arising out of or connected with such alterations. (iv) If any alterations are made without the prior written consent of LandlordSublessor, or which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of materially conform to plans and specifications approved by Sublessor or to other conditions imposed by Sublessor pursuant to this Section 7, or which may have more than a de minimis adverse effect on the Building or outside areas (or be visible from adjoining sites)the property, or (ii) affect on the health or penetrate safety of any of the structural portions of the Buildingpersons employed therein, includingSublessor may, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent correct or remove such alterations at Subtenant’s expense. (v) All alterations made by Subtenant shall be made in writing removed, and shall contain architectural plans describing the work in detail reasonably satisfactory Sublet Premises restored to Landlord. Unless Landlord otherwise agrees in writingits condition on the date of this Sublease (including restoration and return of any Walls/Partitions or Systems Furniture removed therefrom), all alterations, additions on or improvements affixed prior to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove Sublease Term (including any alterationsearly termination thereof), additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant all as more particularly set forth in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letter15 hereof.

Alterations. (a) Tenant shall not make no or cause to be made any alterations, additions additions, renovations, improvements or improvements installations in or to the Premises or the Building (“Alterations”) without the Landlord’s prior written consent of Landlordconsent, which consent may be given granted or withheld in Landlord's ’s sole and absolute discretion. Notwithstanding the foregoing; provided, however, that (i) Landlord shall will not unreasonably withhold its consent to interior, non-structural Alterations in the Premises which do not affect any of the central or base-Building mechanical, electrical and plumbing systems of the Building; and (ii) Tenant, without Landlord’s consent may make interior, non-structural Alterations in the Premises that are of a purely cosmetic nature (and that do not violate any other provision of this Lease). ​ (b) All work performed by ▇▇▇▇▇▇ in the Premises or (if permitted) outside the Premises, including any Alterations, shall be performed: (i) promptly and in a workmanlike manner with first-class ​ ​ materials; (ii) by duly qualified or licensed Persons; (iii) without interference with, or disruption to, the operations of Landlord or other tenants or occupants of the Project; and (iv) in accordance with (a) plans and specifications approved in writing in advance by ▇▇▇▇▇▇▇▇ (as to both design and materials) which approval may be granted or withheld in Landlord’s sole and absolute discretion, except as otherwise expressly provided herein, and (b) all applicable governmental permits, legal requirements, rules and regulations. Upon completion of any Alterations, Tenant shall deliver to Landlord’s management office a reproducible copy of the “as built” drawings of such work as well as all permits, approvals and other documents issued by any governmental agency in connection with such work. ​ (c) All present and future alterations, additions or additions, renovations, improvements and installations made to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sitescollectively, “Leasehold Improvements”), including any HVAC system located therein or (ii) affect exclusively serving the Premises, shall be deemed to be the property of Landlord when made and, upon Tenant’s vacation or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan abandonment of the Premises, any material change to any structural or mechanical systems of the Premisesunless Landlord directs otherwise, or (iv) interfere in any manner shall remain upon and be surrendered with the proper functioning of or Landlord's access to any mechanicalPremises in good order, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; condition and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the workrepair; provided, however, that upon the direction of Landlord, Tenant, upon the expiration or sooner termination of the Term, shall (i) remove any Leasehold Improvements that Landlord may requires to be removed, and (ii) repair and restore all damage to the Premises, the Project or the Building that is caused by the installation of such Leasehold Improvements and/or such removal. All movable goods, inventory, office furniture, equipment, trade fixtures (including exterior signs) and other movable personal property belonging to Tenant that are not require permanently affixed to the Premises, shall remain Tenant’s property (“Tenant’s Property”) and shall be removable by Tenant at any time, provided that Tenant: (i) is not in default under this Lease, and (ii) shall repair any damage to provide the Premises, the Project or the Building caused by the removal of any bonds of Tenant’s Property. ​ (d) Tenant shall cause any contractor performing work on the Premises to obtain, carry and maintain, at no expense to Landlord: (i) worker’s compensation insurance and employer’s liability insurance as required by the jurisdiction in connection which the Building is located; (ii) builder’s risk insurance with any particular alterations project which costs less a deductible no greater than One Hundred Ten Thousand Dollars ($100,000.0010,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) the full replacement cost of the cost Tenant’s Property and the Leasehold Improvements; (iii) Commercial General Liability Insurance providing on an occurrence basis a minimum combined single limit of any work which requires One Million Dollars ($1,000,000.00) per occurrence (and Two Million Dollars ($2,000,000.00) general aggregate, if applicable); and (iv) business automobile liability insurance including the ownership, maintenance and operation of the automotive equipment, owned, hired and non-owned coverage with a government permitcombined single limit of not less than One Million Dollars ($1,000,000.00) for bodily injury and property damage. If any governmental entity requiresthe contractor fails to acquire such insurance, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any provide such insurance (except worker’s compensation insurance and all phone systems, furniture, fixtures and other personal property employer’s liability) at Tenant's its sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterexpense.

Alterations. Tenant 7.1 TENANT will not alter the exterior of the premises (including storefront and/or signs, lettering and advertising matter on any windows or doors) or install any radio or television antennae, loud speakers, sound amplifiers or similar devises on the roof or exterior walls of the buildings without first obtaining LANDLORD'S written approval of such alteration. TENANT will not overload the electrical wiring serving the Premises or within the Premises and will install at its own expense, but only after obtaining LANDLORD'S approval, any additional electrical wiring which may be required in connection with TENANT'S apparatus. 7.2 TENANT will not paint or decorate any part of the exterior of the premises, including storefronts, or any part of the interior visible from the exterior thereof or paste any signs to any portion of the premises, or display any signs attached to show windows or within three (3) feet of the building without obtaining LANDLORD'S written approval. 7.5 TENANT shall have the right, at its own cost and expense, to make no alterations, replacements, changes, additions and improvements in and to the Premises, subject to the following: a) prior to commencing any alterations, additions, replacements or improvements repairs to the Premises without that require structural changes, TENANT shall provide LANDLORD with a full set of architectural plans reflecting the proposed work and obtain LANDLORD'S prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretionapproval. Notwithstanding the foregoing, Landlord LANDLORD shall not unreasonably withhold its consent to any alterations, additions or improvements allow TENANT to install a sign on the entrance door to the Premises building which cost less than One Dollar ($1.00) per square foot is on the front door and/or cement column on the southeast corner of the improved portions building. b) that the same shall be performed in a first class workmanlike manner, and shall not impair the structural integrity of the Premises (excluding warehouse square footagebuilding; c) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant that TENANT shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain have obtained all required permits and authorizations of governmental agencies and departments having jurisdiction over such work or the Premises prior to commencing any work. d) that TENANT shall assure that all contractors, prior to commencing work, have valid contractor's licenses to work in the Town of Southampton, have appropriate insurance coverage including Workmen's Compensation Insurance and general liability insurance for the work mutual benefit of TENANT and LANDLORD and provide proof of same to LANDLORD; e) TENANT agrees to promptly pay all sums of money in respect of any labor services, materials, supplies or equipment furnished or alleged to have been furnished to TENANT'S agents, employees, contractors or subcontractors, which may be secured by any mechanics, materials, suppliers, or other type of lien against the premises or the LANDLORD'S interest therein. In the event of any such or similar lien shall perform be filed, TENANT shall within mechanics, materials, suppliers, or other type of lien against the work in compliance with all applicable lawspremises or the LANDLORD'S interest therein. In the event of any such of similar lien shall be filed, regulations and ordinancesTENANT shall within twenty-four (24) hours of receipt thereof, all covenants, conditions and restrictions affecting the Projectgive notice to LANDLORD of such lien, and TENANT shall, within ten (10) days after receiving notice of the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in filing of the lien, discharge such lien by payment of the amount due the lien claimant. However, TENANT may in good faith contest such lien provided that within such ten (10) day period TENANT provides LANDLORD with a surety bond in a company acceptable to LANDLORD, protecting against said lien in an amount at least one and one-half (1-1/2) times the amount claimed as lien. Failure of five percent (5%) of TENANT to discharge the cost of any work which requires lien, or if contracted to provide such bond shall constitute a government permit. If any governmental entity requires, as a condition default under this Lease and in addition to any proposed alterationsother right or remedy of LANDLORD, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord LANDLORD may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 but shall not be applicable obliged to discharge the initial Tenant Improvements Work constructed pursuant same of record by paying the amount claimed to be due and the attached Work Letteramount so paid by LANDLORD and all costs and expenses incurred by LANDLORD therewith, including all reasonable attorneys' fees shall be due and payable by TENANT within ten (10) days.

Alterations. A. Tenant shall make no alterationsalteration, additions addition or improvements to improvement (each an “alteration”) in the Premises premises, without the prior written consent of Landlord, which consent may and then only in such manner and with such materials as shall be given reasonably approved by Landlord. B. Anything in this Article to the contrary notwithstanding, Landlord shall not unreasonably withhold, condition or withheld delay approval of written requests of Tenant to make nonstructural interior alterations in Landlord's sole discretionthe demised premises, provided that such alterations do not adversely affect the proper functioning of utility services, plumbing and electrical lines or other systems of the building. Notwithstanding the foregoing, Landlord’s prior written approval shall not be required with respect to (a) any decorative work, such as painting, wall covering, carpeting and picture hanging, or (b) any other alteration not requiring the approval of, and/or submission of plans to, any governmental agency (including, without limitation, the Department of Buildings of the City of New York), provided that such alteration does not adversely affect (other than to a de minimis extent) the proper functioning of utility services or plumbing and electrical lines or other systems of the building outside of the demised premises; and provided, further, that all such work shall be performed in accordance with the other applicable provisions of this Article (except the requirement of Landlord’s approval of work or the plans and specifications for such work; Tenant, nevertheless, shall be required to provide Landlord with a reasonably detailed written description, at least ten (10) days prior to the start thereof). All alterations shall be performed in accordance with the foregoing and the following conditions: (i) All alterations requiring the submission of plans to any governmental agency (including, without limitation, the Department of Buildings of the City of New York) shall be performed substantially in accordance with plans and specifications first submitted to Landlord for its prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed with respect to nonstructural interior alterations in the demised premises that do not adversely affect (other than to a de minimis extent) the proper functioning of utility services or plumbing and electrical lines or other systems of the building. If Landlord fails to respond to any such request for approval within ten (10) Business Days after Landlord’s initial receipt of such plans and specifications (or within five (5) Business Days after Landlord’s receipt of any resubmission of such plans and specifications by Tenant), Tenant may send Landlord a second request for approval of such plans and specifications. If Landlord fails to respond to such second request for approval within five (5) days after its receipt of same, then Landlord shall be deemed to have approved such plans and specifications (provided such second request specifies in bold faced type and capital letters that Landlord shall be deemed to have approved such plans and specifications if it fails to respond to such second request within such five (5) day period). (ii) All alterations shall be performed in a good and workerlike manner. Tenant shall, prior to the commencement of any such alterations, at its sole cost and expense, obtain and exhibit to Landlord any governmental permit required in connection with such alterations, and shall deliver such permits, sign-offs, approvals and certificates of completion or certificates of occupancy required in connection with such completed alterations. However, if any building violation (other than a violation which results from any act or omission of Tenant or anyone claiming by, through or under Tenant, or its or their respective employees, agents or contractors) delays or prevents Tenant from obtaining any such permit, sign-off, approval or certificate required in connection with such alterations, then Landlord shall cure and remove said violation (or shall cause such violation to be cured and removed) within thirty (30) days of the receipt of Tenant’s notice to Landlord of such violation and delay, or if such violation is of such a nature that it cannot be removed and cured within thirty (30) days, Landlord shall commence within such thirty (30) day period, and thereafter diligently pursue, the cure and removal of such violation. If Tenant is unable to or is delayed in obtaining a building permit for Tenant’s Initial Installation Work or is unable or is delayed in legally occupying any portion of the demised premises (for initial occupancy thereof) as a result of the existence of such violation(s), then the fixed annual rent and escalation additional rent payable pursuant to Article 2 of this lease with respect to such portion of the demised premises that may not be legally occupied shall be abated for one day for each day that Tenant is actually delayed in obtaining any such permit, sign-off, approval or certificate which is necessary for Tenant to legally occupy such portion of the demised premises. (iii) All alterations shall be performed in compliance with all other applicable provisions of this lease, all building regulations (including specifications for construction material and finishes criteria adopted by Landlord for the building) and with all applicable laws, ordinances, directions, rules and regulations of governmental authorities having jurisdiction, including, without limitation, the Americans with Disabilities Act of 1990, as amended, New York City Local Law No. 5/73 and New York City Local Law No. 58/87 and similar present or future laws, and regulations issued pursuant thereto. Notwithstanding anything to the contrary herein contained, Tenant agrees not to perform any work that adversely affects the structural elements of the building or the proper functioning of any building mechanical system other than connecting to same pursuant to approved plans. (iv) All work shall be performed with union labor having the proper jurisdictional qualifications by contractors and subcontractors approved by Landlord, which approval shall not be unreasonably withheld or delayed with respect to contractors or subcontractors performing nonstructural interior alterations in the demised premises that do not affect utility services or plumbing and electrical lines or other systems of the building. In this regard, Exhibit D attached hereto and made a part hereof constitutes a current list of the contractors that are approved by Landlord for purposes of performing alterations in the building, and Landlord shall, from time to time, upon Tenant’s written request, provide an updated list of such contractors; and Exhibit D-1 attached hereto and made a part hereof constitutes a current list of the contractors that are approved by Landlord for purposes of performing Tenant’s Initial Installation Work. (v) All work to be performed by Tenant shall be done in a manner that will not unreasonably withhold interfere with or disturb other tenants and occupants of the building. No demolition or core drilling or welding shall be permitted between the hours of 8:00 a.m. and 6:00 p.m. on Mondays through Fridays. (vi) During the course of any alterations or other work requiring a permit from any governmental authority, Tenant shall cause its consent contractors to provide the following insurance, also issued by an insurance company authorized to do business in the State of New York, maintaining a rating of A-VIII or better in Best’s Insurance Reports-Property-Casualty (or an equivalent rating in any successor index adopted by Best’s or its successor): worker’s compensation and disability insurance covering all persons employed for such work; commercial general liability and property damage insurance naming the holder of any mortgage on the building, Landlord, its managing agent and its designees as additional insureds, with coverage of at least $3,000,000 combined single limit; builder’s risk insurance in an amount reasonably satisfactory to Landlord; and business automobile liability insurance for all owned, non-owned and hired vehicles with a $1,000,000 combined single limit. (vii) Tenant shall deliver to Landlord prior to commencing any alteration, certificates of the insurance required under clause (vi) above naming with respect to such insurance, except workers compensation and disability insurance, Landlord, its managing agent, its mortgagees and other designees with an insurable interest, as additional insureds, together with the declaration page of each such insurance policy and the endorsements thereto designating such persons or parties as additional insureds. (viii) Notwithstanding anything herein set forth to the contrary, within thirty (30) days after final completion of any alteration, Tenant shall deliver to the Landlord final record drawings of the alteration including, as may be pertinent to the work performed, a reflected ceiling plan, mechanical and electrical drawings, partition plan and any other drawings which may be required to indicate accurately the layout and systems of the demised premises. Tenant shall require its architect to load and maintain such record plans on a CADD system. (ix) Tenant shall have the right to have its architects and engineers “self-certify” the work being performed by Tenant. (i) All alterations, additions or improvements to the Premises which cost less than One Dollar premises, including window and central air conditioning equipment and duct work, if any, and fixtures, equipment and built-ins, except movable office furniture and equipment installed at the expense of Tenant ($1.00) per square foot “Tenant’s Property”), shall, unless Landlord elects otherwise in writing, become the property of Landlord, and shall be surrendered with the premises at the expiration or sooner termination of the improved portions term of this lease. Notwithstanding the Premises foregoing, (excluding warehouse square footagea) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make all alterations, additions or improvements to the Premisespremises made at Tenant’s expense during the term of this lease shall be deemed to be owned by Tenant for purposes of income taxes and Tenant shall have the right to depreciate the cost of same, without having (b) all alterations, installations or improvements to obtain the premises made at Landlord's consent which: (x) do not fall within ’s expense during the conditions identified in subparagraphs (i) through (v) above; term of this lease shall be deemed to be owned by Landlord for purposes of income taxes and Landlord shall have the right to depreciate the cost of same, and (yc) cost less than Fifty Cents in no event shall any of Tenant’s Property constitute an alteration, addition or improvement for purposes hereof. ($.50ii) per rentable square foot Notwithstanding anything contained herein to the contrary, any alterations, additions or improvements which are not standard for normal office installations (“Specialty Alterations”), e.g., reinforced flooring for high density filing, vaults and internal stairways, shall be removed by Tenant and any damage repaired, at Tenant’s expense, prior to the expiration of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the workterm hereof; provided, however, that Landlord may not require shall be required to designate each such Specialty Alteration that Tenant must remove prior to provide the expiration of the term hereof, at the time Landlord approves any bonds such Specialty Alteration; and provided, further, that Tenant’s request for consent to such alteration specifies (in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work bold faced type and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees capital letters) that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permitmust so designate. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents Other than with respect to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required Specialty Alterations so designated by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have no obligation to restore the right to require demised premises, and Tenant shall not be required to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Termexecutive lavatories installed by Tenant. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement Notwithstanding anything contained herein to the Premises at the request of Tenantcontrary, Landlord shall in no event will any Supplemental A/C Unit (as hereinafter defined in Article 31C) be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterdeemed a Specialty Alteration hereunder.

Alterations. (A) Tenant, upon at least five (5) Business Days’ written notice to Landlord, but without obtaining Landlord’s consent, may make Alterations (x)(i) which do not affect Building Systems or the exterior of the Building, (ii) which do not require a building permit and (iii) the cost of which, when aggregated with any other such Alterations performed by Tenant without Landlord’s consent during the prior twelve (12) month period, does not exceed $900,000, or (y) are purely decorative or cosmetic in nature, such as painting, carpeting, wall covering and the like (such Alterations, under clauses (x) and (y) collectively, hereinafter “Decorative Alterations”). Tenant shall not make no alterations, additions or improvements permit to the Premises be made any other Alterations without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned or delayed, provided that (1) the outside appearance of the Building shall not be affected; (2) the physical integrity of the Building shall not be affected; (3) the structural parts of the Building shall not be affected; (4) except as otherwise expressly provided in this Lease, no part of the Building outside of the Premises shall be affected; and (5) the proper functioning of the Building Systems shall not be affected and the use of such systems by Tenant shall not be increased beyond Tenant’s allocable portion of reserve capacity thereof, if any. Reference is made to Schedule B annexed to this Lease, which contains the Building Rules and Regulations for Construction Work applicable to the Building, which is incorporated by reference in this Lease. Landlord reserves the right to make reasonable changes and reasonable additions to the Building Rules and Regulations for Construction Work and shall not enforce any of the Building Rules and Regulations for Construction Work against Tenant in a discriminatory manner. (1) Prior to making any Alterations, Tenant shall, at Tenant’s expense, (i) other than with respect to Decorative Alterations, submit to Landlord three (3) sets of final, stamped and detailed plans and specifications (including layout, architectural, electrical, mechanical and structural drawings) that comply with all Laws for each proposed Alteration, and Tenant shall not commence any such Alteration without first obtaining Landlord’s approval of such plans and specifications, which approval shall not be unreasonably withheld, conditioned or delayed, (ii) obtain all permits, approvals and certificates required by any Government Authorities, and (iii) furnish to Landlord certificates evidencing worker’s compensation insurance (covering, to the extent applicable, all persons to be employed by Tenant or Tenant’s contractors, and their respective subcontractors, in connection with such Alteration) and commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverages) in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, and as otherwise specified in Schedule G annexed to this Lease, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Within thirty (30) days after completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alterations required by any Government Authority and shall furnish Landlord with copies thereof, together with shop drawings for MEP and design drawings updated to reflect material changes for such Alterations, in AutoCad, Release 14 format, on a CD Rom, PDF digital format, via ftp site or such other format as shall from time to time be given or withheld in reasonably designated by Landlord's sole discretion. Notwithstanding the foregoing, Tenant shall submit Tenant’s plans and specifications to applicable Government Authorities in such format as may be required by such Government Authorities. All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed), all Laws and the Rules and Regulations. All materials and equipment to be incorporated in the Premises as a result of any Alterations shall be first quality and no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. In addition, except for Decorative Alterations, any Alteration for which the cost of labor and materials (as estimated by Landlord’s architect, engineer or contractor) is in excess of One Million ($1,000,000.00) Dollars, either individually or in the aggregate with any other Alteration constructed in any twelve (12) month period, shall not be undertaken prior to Tenant’s delivering to Landlord such security for timely lien-free completion thereof as is reasonably satisfactory to Landlord (except that such security shall not be required with respect to the Initial Alterations). Any Alteration requiring a building permit shall be performed only under the supervision of a licensed architect reasonably satisfactory to Landlord. (2) Landlord shall not unreasonably withhold its consent respond to the proposed plans and specifications referred to in Section 6.1(B)(1)(i) within ten (10) Business Days after submission (and within five (5) Business Days after any resubmission if Landlord requires revisions or additional information with respect to the plans and specifications), but Landlord shall have no liability to Tenant by reason of Landlord’s failure to respond within such time period, except as otherwise specified herein. If Landlord shall fail to respond within such time period, however, Landlord’s approval of such plans and specifications shall be deemed granted, provided that Tenant shall have sent Landlord a second request for approval containing the following language in bold print: “THIS IS A SECOND REQUEST FOR APPROVAL OF THE PROPOSED PLANS AND SPECIFICATIONS. IF LANDLORD DOES NOT RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS, LANDLORD’S APPROVAL SHALL BE DEEMED GRANTED PURSUANT TO THE PROVISIONS OF THE LEASE” and Landlord shall have failed to respond within such time period. Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any alterationsAlteration is solely for Landlord’s benefit, additions and without any representation or improvements warranty whatsoever to Tenant or any other Person with respect to the Premises which cost less than One Dollar adequacy, correctness or sufficiency thereof or with respect to Laws or otherwise. ($1.003) per square foot Subject to Tenant’s compliance with all of the improved portions applicable provisions of this Article 6, including submitting Tenant’s plans and specifications (including plumbing and fire alarm) for Landlord’s approval, Landlord approves in concept the installation by Tenant of a commercial grade kitchen in the Premises in a location approved by Landlord (excluding warehouse square footagethe “Kitchen”). If Tenant installs the Kitchen, it shall also install a refrigerated garbage room in the Kitchen. Tenant shall cause the Kitchen to be cleaned daily, shall dispose of all of its garbage and waste matter in compliance with all Rules and Regulations and all Requirements and shall cause the Premises to be free at all times of all vermin and insects and shall take (at its sole cost and expense) and do not (i) affect reasonable precautions necessary to prevent any such vermin or insects from existing in the exterior of the Building Premises or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate permeating into any of the structural portions other parts of the Building, including, but not limited to, the roof, or hiring by Tenant of any exterminator to provide regular monthly service (iiiand more often if need be) require any material change to the basic floor plan of Premises. Tenant, at Tenant’s sole cost and expense, properly shall vent and exhaust odors from the Premises, and shall install, in accordance with the provisions of this Article 6, any material change customary system or systems to any structural accomplish the same that comply with all applicable Laws governing the same now or mechanical systems hereafter in effect. Subject to Landlord’s approval of Tenant’s plans and specifications in accordance with the terms of this Lease, Landlord shall permit Tenant to vent such exhaust through a penetration of the Premisesroof of the Building. Tenant, or at its sole cost and expense, shall thoroughly clean and maintain, at quarterly intervals (iv) interfere and any time as may be reasonably required upon Landlord’s reasonable request together with documentation that such cleaning is necessary), in any manner accordance with all Laws the proper functioning of or Landlord's access entire Kitchen exhaust system, including but not limited to any mechanicalthe hoods over all stoves and ranges in the Kitchen, electrical, plumbing or HVAC systems, facilities or equipment located in all cooking exhaust ducts within or serving the BuildingPremises and shall promptly, or (v) diminish the value upon Landlord’s reasonable request, furnish to Landlord certificates of the Premisescompletion of such cleaning. In additionTenant, Tenant at its sole cost and expense, shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified maintain and keep in subparagraphs (i) through (v) above; good condition all stove hoods and (y) cost less than Fifty Cents ($.50) per rentable square foot of ducts in the Premises determined annually in accordance with this Section 6.1(B). (but without carryover or compounding); C) Except as otherwise provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations and Building Rules and Regulations for Construction Work, Tenant shall be permitted to perform Alterations during Operating Hours, provided that such work does not interfere with or interrupt the operation and maintenance of the Building or interfere with or interrupt the use and occupancy of the Building by other tenants in the Building. Otherwise, Alterations shall be performed at Tenant’s expense and at such times and in such manner as Landlord may from time to time reasonably designate. All Alterations shall become a part of the Building and shall be Landlord’s property from and after the installation thereof and may not be removed or changed without Landlord’s consent. Notwithstanding the foregoing, however, Landlord shall indicate in writing to Tenant at the time Landlord approves Tenant’s plans and specifications whether any structural Alterations, the Kitchen, vaults, raised flooring, internal staircases, and other slab penetrations, fire suppression or uninterrupted power supply systems, satellites, antennas, dumbwaiters, cafeterias, fitness rooms, showers, and other improvements of a similar nature if installed by Tenant (hereafter definedthe “Specialty Alterations”) will be required to be removed at the end of the Term, and in such case, Tenant shall remove the Specialty Alterations in accordance with such request and repair and restore in a good and workmanlike manner to Building standard condition (reasonable wear and tear excepted) any damage to the Premises or the Building caused by such removal. Except as provided in Section 41.1(B). , if Landlord shall not designate any Alterations in question for which Tenant understands and agrees seeks Landlord’s consent in accordance with this Lease as Specialty Alterations that requires removal at the end of the Term, then Landlord shall be entitled deemed to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition have waived Landlord’s right to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to require such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises removal at the end of the Term. Landlord In no event shall have the right to require Tenant be obligated to remove any alterationswiring and cabling from the raceways and conduits located in the Premises nor shall Tenant be required to restore the ground floor portion of the Premises to its condition prior to the performance of Landlord’s Work. All Tenant’s Property shall remain the property of Tenant and, additions on or improvements whether before the Fixed Expiration Date or not Landlord's consent was required unless Landlord's written consent was obtained and earlier end of the Term, may be removed from the Premises by Tenant at the time of providing its consentTenant’s option, Landlord notified Tenant in writing provided, however, that Tenant would not have shall repair and restore in a good and workmanlike manner to remove such items upon the expiration or earlier termination Building standard condition existing as of the Lease Termdate Landlord completes Landlord’s Post-Delivery Work (reasonable wear and tear excepted) any damage to the Premises or the Building caused by such removal. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord The provisions of this Section 6.1(C) shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon survive the expiration or earlier termination of this Lease. Tenant . (1) All Alterations shall have the right upon expiration or earlier termination of this Lease to remove any be designed and all phone systemsperformed, furniture, fixtures and other personal property at Tenant's ’s sole cost and expense provided that (but subject to the Tenant Improvement Allowance), by consultants, contractors and subcontractors selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) and under the supervision of a construction or project manager approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed). Prior to making any subsequent Alteration, at Tenant’s request, Landlord shall furnish Tenant with a list of approved contractors for the Building listed by trade. Tenant shall repair not be required to obtain Landlord’s consent to engage any damage caused such approved contractor unless, prior to entering into a contract with such contractor or the commencement of work by the contractor, Landlord notifies Tenant that such removalcontractor has been removed from the list. Except In furtherance of the foregoing, a list of contractors and subcontractors approved to perform work in the Building as otherwise provided in of the date of this Lease is attached hereto as Schedule J. If Tenant wishes to use a contractor not on Landlord’s approved list, Tenant shall submit to Landlord the identity and other information reasonably required by Landlord along with the submission of Tenant’s plans and specifications for the particular Alterations. With respect to the Initial Alterations, Landlord also approves the contractors and subcontractors set forth on the list attached hereto as Schedule J-1. (2) Notwithstanding the foregoing, with respect to any structural Alterations and/or Alterations affecting the sprinklers or in any Exhibit the Class E System of the Building, Tenant shall employ Landlord’s or the Manager’s designated contractor for connection and programming to the Building Systems (at competitive market rates for like-qualified contractors). In addition, Tenant shall employ Landlord’s or the Manager’s designated expediter (which, as of the date of this Lease, should is Brookbridge Consulting Services, Inc.) with respect to any filings with, or other submissions to, applicable Government Authorities in connection with any of Tenant’s Alterations. (3) Tenant shall be responsible for the installation and maintenance of all fire alarm devices within the Premises. Landlord shall make any alteration or improvement available to Tenant connection points at the nearest Building DGP panel for tying in Tenant’s fire alarm devices. Final connection to the Premises base Building System for life safety shall be performed by Landlord’s fire alarm vendor (which, as of the date of this Lease, is Simplex ▇▇▇▇▇▇▇▇), at Tenant’s reasonable expense. Landlord’s fire alarm vendor, which shall charge competitive market rates, must be contracted directly by Tenant or Tenant’s general contractor for the request performance of such work. All installations of fire alarm devices must be approved by the New York City Department of Buildings (the “Building Department”) and the New York City Fire Department (“FDNY”). Any so-called “Letters of Defect” issued by the Building Department or FDNY relating to Tenant’s fire alarm devices (so long as such defects are not caused by problems in the base Building System) must be promptly and diligently corrected, and so-called “Letters of Approval and Completion” must be obtained by Tenant within forty-five (45) days after Tenant’s fire alarm devices shall have been installed and connected to the base Building System for life safety. (4) In accordance with Landlord’s Work, Landlord shall provide a sprinkler loop for Tenant’s connections. All sprinklers, including without limitation, any pre-action panels installed in the Premises, must be entitled installed in compliance with all Requirements (including without limitation, the NYC Code), at Tenant’s cost and expense. Prior to prompt reimbursement from FDNY inspection, Tenant shall cause all new sprinkler installations to be hydrostatically tested (it being agreed that arrangements for all costs incurred. If Landlord withholds any consent such testing much be upon notice to and coordinated with Landlord). (1) Any mechanic’s lien filed against the Premises or the Real Property for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be cancelled or discharged by Tenant, by payment or filing of the bond required by this Section 7.3law, within thirty (30) days after written notice from Landlord, and Tenant shall indemnify and hold Landlord harmless from and against any and all reasonable, actual out of pocket, costs, expenses, claims, losses or damages resulting therefrom by reason thereof. (2) If Tenant shall fail to discharge such mechanic’s lien within the aforesaid period, then, in addition to any other right or remedy of Landlord, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letter.may, but shal

Alterations. Except for (a) constructing and securing racks and similar items to walls and floors (collectively, the “Racking”), and (b) installing necessary phone and data cabling infrastructure (collectively, the “Cabling”), Tenant shall make no alterations, additions additions, fixtures or improvements (“Alterations”) to the Premises or the Building without the prior written consent of Landlord, which consent may be given granted or withheld in Landlord's ’s sole and absolute discretion. Notwithstanding In the foregoingevent that any requested Alteration would result in a change from Landlord’s building standard materials and specifications for the Project (“Standard Improvements”), Landlord may withhold consent to such Alteration in its sole and absolute discretion. In the event Landlord so consents to a change from the Standard Improvements (such change being referred to as a “Non-Standard Improvement”), Tenant shall be responsible for the cost of replacing such Non-Standard Improvement with the applicable Standard Improvement (“Replacements”) which Replacements shall be completed prior to the Expiration Date or earlier termination of this Lease. Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises Alterations which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, including but not limited to, to the roof, or (iii) require any material change to the basic floor plan of the PremisesPremises (including, without limitation, the adding of any material additional “office” square footage) or any change to any structural or mechanical systems of the Premises, or (iv) fail to comply with any applicable governmental requirements or require any governmental permit as a prerequisite to the construction thereof, or (v) result in the Premises requiring building services beyond the level normally provided to other tenants, or (vi) interfere in any manner with the proper functioning of of, or Landlord's ’s access to to, any mechanical, electrical, plumbing plumbing, elevator or HVAC systems, facilities or equipment located in or serving the Building, or (vvii) diminish the value of the Premises. In additionPremises including, Tenant shall gave the right to make alterationswithout limitation, additions or improvements to using lesser quality materials than those existing in the Premises, without having to obtain Landlord's consent which: or (xviii) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover alter or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereofreplace Standard Improvements. Landlord may impose, as a impose any condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, including but not limited to, to a requirement that the installation and/or removal of all work Alterations and Replacements be covered by a lien and completion bond satisfactory to Landlord in its sole and reasonable absolute discretion and requirements as to the manner, time, manner and contractor for time of performance of such work. Landlord shall in all events, whether or not Landlord’s consent is required, have the work; provided, however, that right to approve prior to the commencement of any work the contractor performing the installation and removal of Alterations and Replacements and Tenant shall not permit any contractor not approved by Landlord may not require Tenant to provide perform any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00)work on the Premises or on the Building. Tenant shall obtain all required permits for the work installation and removal of Alterations and Replacements and shall perform the work installation and removal of Alterations and Replacements in compliance with all applicable laws, regulations and ordinances, including without limitation the Americans with Disabilities Act, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined)as described in Article XVII. Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five fivethree percent (553%) of the cost of the Alterations. Under no circumstances shall Tenant make any work Alterations or Replacements which requires a government permitincorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises, the Building or the Common Area. In no event shall Tenant prosecute any Alterations that would reasonably result in picketing or labor demonstrations in or about the Building or Project. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises Alterations by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common AreasAreas (which consent may be withheld in the sole and absolute discretion of Landlord), then Tenant shall, at Tenant's ’s sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (includingcontractors, if required by Landlord, Landlord's contractors) architects and engineers as Landlord may require in its sole and absolute discretion. Under no circumstances Landlord shall Tenant have the right, but not the obligation, to elect to make any improvement such improvements to be made to the Common Areas at Tenant’s expense, in which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premisescase Tenant shall reimburse Landlord upon demand for all costs incurred in making such improvements. Any request for Landlord's ’s consent to any proposed Alterations shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Landlord may elect to cause its architect to review Tenant’s architectural plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should the work proposed by Tenant and consented to by Landlord modify the basic floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems and standards. Unless Landlord otherwise agrees in writing, all alterations, additions Alterations made or improvements affixed to the Premises (Premises, the Building or to the Common Areas, but excluding moveable trade fixtures and furniture) , shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. ; except that (A) Tenant shall remove all Racking and Cabling and shall repair all resulting damage to the Premises by the Expiration Date, or sooner termination of the Lease, and (B) Landlord shall have may, by notice to Tenant given at the right time that Landlord grants its initial consent to any other Alterations, require Tenant to remove any alterationsby the Expiration Date, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier sooner termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination date of this Lease. , all or any of such other Alterations installed either by Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property by Landlord at Tenant's sole cost ’s request, and expense provided that Tenant shall to repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises, the Building or the Common Areas arising from that removal and restore the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable their condition prior to the initial Tenant Improvements Work constructed pursuant to the attached Work Lettermaking such Alterations.

Alterations. Except as otherwise provided in this Section, Tenant shall make no alterations, additions additions, fixtures or improvements ("ALTERATIONS") to the Premises or the Building without the prior written consent of Landlord, which consent may be given granted or withheld in Landlord's sole and absolute discretion. Notwithstanding In the foregoingevent that any requested Alteration would result in a change from Landlord's building standard materials and specifications for the Project ("STANDARD IMPROVEMENTS"), Landlord may withhold consent to such Alteration in its sole and absolute discretion. In the event Landlord so consents to a change from the Standard Improvements (such change being referred to as a "NON-STANDARD IMPROVEMENT"), Tenant shall be responsible for the cost of replacing such Non-Standard Improvement with the applicable Standard Improvement ("REPLACEMENTS") which Replacements shall be completed prior to the Expiration Date or earlier termination of this Lease. Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises Alterations which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, including but not limited to, to the roof, or (iii) require any material change to the basic floor plan of the PremisesPremises (including, without limitation, the adding of any material additional "office" square footage) or any change to any structural or mechanical systems of the Premises, or (iv) fail to comply with any applicable governmental requirements or require any governmental permit as a prerequisite to the construction thereof, or (v) result in the Premises requiring building services beyond the level normally provided to other tenants, or (vi) interfere in any manner with the proper functioning of of, or Landlord's access to to, any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (vvii) diminish the value of the Premises. In additionPremises including, Tenant shall gave the right to make alterationswithout limitation, additions or improvements to using lesser quality materials than those existing in the Premises, without having to obtain Landlord's consent which: or (xviii) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover alter or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereofreplace Standard Improvements. Landlord may impose, as a impose any condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, including but not limited to, to a requirement that the installation and/or removal of all work Alterations and Replacements be covered by a lien and completion bond satisfactory to Landlord in its sole and reasonable absolute discretion and requirements as to the manner, time, manner and contractor for time of performance of such work. Landlord shall in all events, whether or not Landlord's consent is required, have the work; provided, however, that right to approve the contractor performing the installation and removal of Alterations and Replacements and Tenant shall not permit any contractor not approved by Landlord may not require Tenant to provide perform any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00)work on the Premises or on the Building. Tenant shall obtain all required permits for the work installation and removal of Alterations and Replacements and shall perform the work installation and removal of Alterations and Replacements in compliance with all applicable laws, regulations and ordinances, including without limitation the Americans with Disabilities Act, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined)as described in Article XVII. Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of the Alterations. Under no circumstances shall Tenant make any work Alterations or Replacements which requires a government permitincorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises, the Building or the Common Area. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises Alterations by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common AreasAreas (which consent may be withheld in the sole and absolute discretion of Landlord), then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (includingcontractors, if required by Landlord, Landlord's contractors) architects and engineers as Landlord may require in its sole and absolute discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent to any proposed Alterations shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Landlord may elect to cause its architect to review Tenant's architectural plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should the work proposed by Tenant and consented to by Landlord modify the basic floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord's systems and standards. Unless Landlord otherwise agrees in writing, all alterations, additions Alterations made or improvements affixed to the Premises Premises, the Building or to the Common Area (excluding moveable trade fixtures and furniture) ), including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. ; except that Landlord shall have may, by notice to Tenant given either prior to or following the right to expiration or termination of this Lease, require Tenant to remove any alterationsby the Expiration Date, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier sooner termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination date of this Lease. , or within ten (10) days following notice to Tenant shall have that such removal is required if notice is given following the right upon expiration Expiration Date or earlier termination sooner termination, all or any of this Lease to remove any and all phone systems, furniture, fixtures and other personal property the Alterations installed either by Tenant or by Landlord at Tenant's sole cost and expense provided that request, including without limitation all Tenant shall repair any damage caused by such removal. Except Improvements constructed pursuant to the Work Letter (except as otherwise provided in this Lease or in the Work Letter), and to repair any Exhibit to this Lease, should Landlord make any alteration or improvement damage to the Premises, the Building or the Common Area arising from that removal and restore the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable their condition prior to the initial Tenant Improvements Work constructed pursuant to the attached Work Lettermaking such Alterations.

Alterations. Except as set forth in this Section 14.3, Tenant shall not make no alterations, additions or improvements allow to be made any Alterations to the Premises without the Landlord’s prior written consent of Landlordconsent, which consent may shall not be given unreasonably withheld, conditioned or withheld in Landlord's sole discretiondelayed. Notwithstanding the foregoing, Landlord Tenant shall have the right from time to time and at any time, without Landlord’s consent (but with reasonable prior notice to Landlord), (I) to perform Alterations that (i) do not unreasonably withhold its consent to exceed individually or in the aggregate in any alterations, additions or improvements to the Premises which cost less than One Dollar (year $1.00) 100,000 per 50,000 rentable square foot of the improved portions feet of the Premises (excluding warehouse square footage) and do not (i) affect with the exterior of result rounded to the Building or outside areas (or be visible from adjoining sitesnearest tenth; i.e., with respect to the Original Premises, $350,000), or provided that such Alterations are not intentionally scheduled in a manner to circumvent Landlord’s right of consent under this Section 14.3; (ii) do not materially affect the Building/Project’s systems or penetrate structure (as reasonably determined by Landlord’s engineer); (iii) are not Specialty Alterations (defined below), which shall be reasonably determined by Landlord during the aforesaid thirty (30) day period (and in connection therewith, Tenant shall provide to Landlord any of the structural portions documentation or information reasonably requested by Landlord to enable Landlord to make such determination); and (iv) are not visible from outside of the Building; and (II) regardless of cost, includingto: (a) paint and install wall coverings; (b) install and remove office furniture; and (c) install and remove carpeting and other floor coverings. All Alterations, but whether requiring Landlord’s consent or not, shall be made at Tenant’s sole expense (and, with respect to structural, mechanical, electrical or plumbing alterations, according to plans and specifications approved in writing by Landlord, such approval not limited toto be unreasonably withheld, conditioned or delayed), in compliance with all Applicable Laws, by a licensed contractor approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed, and in a good and workmanlike manner conforming in quality and design with the roof, or (iii) require any material change to the basic floor plan Premises existing as of the PremisesCommencement Date, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) shall not diminish the value of the Premises. In addition, Tenant Building or the Premises and shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot at once become a part of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord realty and shall be surrendered with the Premises at (except as provided in Section 14.4, below). Landlord will not charge any supervisory or administrative costs or fees or any other costs or fees of any type in connection with any Alterations; provided, however, if Tenant requests that Landlord manage the end construction of any Alteration, Tenant shall pay Landlord a construction supervision fee for all alterations undertaken by or on behalf of Tenant in the amount of two percent (2%) of the Termhard costs of construction. Landlord shall have the right to require Tenant to remove any alterationsIn addition, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease reimburse Landlord for (x) any reasonably incurred, necessary and actual out-of-pocket review costs payable to remove any third party architects and all phone systemsengineers, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant (y) after-hour costs for all costs incurred. If Landlord withholds any consent Landlord’s staff required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterfor Building systems coordination.

Alterations. (A) Tenant, upon at least ten (10) days written notice to Landlord, but without obtaining Landlord’s consent, may make Alterations within the Premises which do not require a building permit and are purely decorative in nature, such as painting, carpeting, wall covering, and the like (such Alterations, hereinafter “Decorative Alterations”) and other Alterations not of the type described in clauses (1) through (5) of the following sentence that cost in the aggregate less than $150,000 in any twelve (12) month period and do not require a building permit (“Minor Alterations”). Tenant shall not make no alterations, additions or improvements permit to the Premises be made any other Alterations without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld or delayed, provided that (1) the outside appearance of the Building shall not be affected; (2) the strength of the Building shall not be affected; (3) the structural parts of the Building shall not be affected; (4) except as otherwise expressly provided in this Lease, no part of the Building outside of the Premises shall be affected; and (5) the proper functioning of the Building Systems shall not be adversely affected and the use of such systems by Tenant shall not be increased beyond Tenant’s allocable portion of reserve capacity thereof, if any. Reference is made to the Construction Rules and Regulations annexed to this Lease as Schedule F and incorporated herein by reference. Any dispute between the parties as to whether Landlord’s withholding or delay of its consent to a proposed Alteration is reasonable shall be resolved by expedited arbitration in accordance with Article 43 of this Lease. (1) Prior to making any Alterations, Tenant shall, at Tenant’s expense, (i) other than with respect to Decorative Alterations and Minor Alterations, submit to Landlord three (3) sets of blue lines of final, stamped and detailed plans and specifications (including layout, architectural, electrical, mechanical and structural drawings) that comply with all Laws for each proposed Alteration, and Tenant shall not commence any such Alteration without first obtaining Landlord’s approval of such plans and specifications in accordance with subsection (2) below, (ii) at Tenant’s expense, obtain all permits, approvals and certificates required by any Government Authorities, and (iii) furnish to Landlord certificates evidencing worker’s compensation insurance (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors, in connection with such Alteration) and commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverages) in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, and as otherwise specified in Schedule H annexed to this Lease, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Within thirty (30) days after completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alterations required by any Government Authority and shall furnish Landlord with copies thereof, together with the “as-built” plans and specifications for such Alterations, in AutoCad, Release 14 format, on CD Rom, or such other format as shall from time to time be given or withheld in reasonably designated by Landlord's sole discretion. Notwithstanding the foregoing, Tenant shall submit Tenant’s plans and specifications to applicable Government Authorities in such format as may be required by such Government Authorities. All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord, all Laws and the Construction Rules and Regulations. All materials and equipment to be incorporated in the Premises as a result of any Alterations shall be first quality and no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. In addition, except for Decorative Alterations and Landlord’s Initial Alterations Work, (x) any Alteration to be performed by or on behalf of a party other than the original named Tenant or a permitted successor for which the cost of labor and materials (as reasonably estimated by Landlord’s architect, engineer or contractor) is in excess of Seventy Five Thousand ($75,000.00) Dollars, either individually or in the aggregate with any other Alteration constructed in any twelve (12) month period, shall not be undertaken prior to Tenant’s delivering to Landlord such security for timely lien-free completion thereof as is reasonably satisfactory to Landlord, and (y) all Alterations shall be performed only under the supervision of a licensed architect reasonably satisfactory to Landlord. (2) Landlord shall not unreasonably withhold respond to the proposed plans and specifications referred to in Section 6.1(B)(1)(i) within fifteen (15) Business Days after submission (and within ten (10) Business Days after any resubmission), but Landlord shall have no liability to Tenant by reason of Landlord’s failure to respond within such time period. In the event that Landlord fails to respond within the foregoing time period, and Tenant thereafter provides Landlord with a second notice of its consent proposed plans and specifications (provided such notice shall be delivered in writing in accordance with Article 27 and state in eighteen-point bold, capital letters the following: “IF LANDLORD DOES NOT RESPOND TO THIS REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS, LANDLORD’S APPROVAL OF THE PLANS AND SPECIFICATIONS SHALL BE DEEMED GRANTED IN ACCORDANCE WITH SECTION 6.1(B)(2) OF THE LEASE.”), and Landlord fails to respond to such second notice within five (5) Business Days of Landlord’s receipt thereof, Landlord shall be deemed to have approved the proposed plans and specifications in connection with such Alteration. Landlord reserves the right to disapprove any plans and specifications in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information. Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any alterationsAlteration is solely for Landlord’s benefit, additions and without any representation or improvements warranty whatsoever to Tenant or any other Person with respect to the Premises which cost less than One Dollar adequacy, correctness or sufficiency thereof or with respect to Laws or otherwise. ($1.003) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change Notwithstanding anything to the basic floor plan contrary provided herein, Tenant shall be entitled to make Department of Building filings through the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premisesprofessional certification filing procedure. In addition, Tenant shall gave have the right to make alterationssubmit a scope set of plans and specifications to Landlord prior to one hundred percent (100%) completion of the plans and specifications for a particular Alteration (other than with respect to any of Landlord’s Initial Alterations Work), additions provided that Landlord shall have the right to condition its approval of items shown on such incomplete plans and specifications pending its review and approval of one hundred percent (100%) complete plans and specifications for such Alteration. Landlord shall execute any applications for any permits, approvals or improvements certificates required to be obtained by Tenant in connection with any permitted Alteration (provided that the Premises, without having applicable Requirement requires Landlord to execute such application) within seven (7) Business Days after Tenant’s request from time to time and shall otherwise cooperate reasonably with Tenant in connection therewith. Landlord agrees to so execute any such applications promptly after Tenant’s submittal of plans and specifications even if the subject Alteration has not yet been approved by Landlord provided that Landlord’s execution of any such application shall not in any way be deemed to mean that Landlord has consented thereto. Nothing contained herein shall obviate Tenant’s obligation to obtain Landlord's consent which: ’s approval to an Alteration as otherwise required in this Article 6. Tenant shall reimburse Landlord for any out-of-pocket costs, including, without limitation, reasonable attorneys’ fees and disbursements, that Landlord incurs in so executing such applications and cooperating with Tenant, within thirty (x30) do days after the date that Landlord gives to Tenant an invoice therefor from time to time. (1) Except as otherwise provided Construction Rules and Regulations, Tenant shall be permitted to perform Alterations during Operating Hours, provided that such work does not, in Landlord’s reasonable determination, generate excessive noise or vibration or otherwise interfere with or interrupt the operation and maintenance of the Building or interfere with or interrupt the use and occupancy of the Building by other tenants in the Building. Otherwise, Alterations shall be performed at Tenant’s expense and at such times and in such manner as Landlord may from time to time reasonably designate. (2) All Alterations (including Landlord’s Initial Alterations Work) shall become a part of the Building and shall be Landlord’s property from and after the installation thereof and, except as otherwise provided in this Lease, may not fall be removed or changed without Landlord’s consent. Notwithstanding any provision to the contrary contained in this Lease, however, Tenant, at Tenant’s expense, prior to the Fixed Expiration Date, or, in the case of an earlier termination of this Lease, within the conditions identified in subparagraphs thirty (30) days after such termination, shall remove all (i) through (v) above; Specialty Alterations, including those included as part of Landlord’s Initial Alterations Work and (yii) cost less than Fifty Cents ($.50) per rentable square foot subject to Section 6.1(C)(3), such other items installed by or on behalf of Tenant after the Premises date of this Lease which are unusually difficult and/or expensive to remove as determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that by Landlord in its reasonable discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory (the items described in this clause (ii) are referred to Landlord and reasonable requirements herein as to the manner, time, and contractor for performance of the work“Additional Specialty Alterations”); provided, however, that (x) Tenant may elect, by written notice delivered to Landlord may not require Tenant no later than six (6) months prior to provide any bonds in connection the Expiration Date (the parties hereby agreeing that TIME SHALL BE OF THE ESSENCE with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). respect to such date and that Tenant shall obtain all required permits have no right whatsoever to make the election provided for in this Section 6.1(C)(2)(x) if such notice is not delivered to Landlord on or prior to such date), not to remove one or more Specialty Alterations and/or Additional Specialty Alterations before the Expiration Date, in which event (I) Landlord shall submit to Tenant a budget (the “Removal Budget”) for the work costs of removal of such Specialty Alterations and/or Additional Specialty Alterations (such Removal Budget to include the costs of repairing and shall perform restoring any damage to the work in compliance Building or the Premises caused thereby, together with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled a fee equal to a supervision fee in the amount of five percent (5%) percent of all such costs) (collectively, the “Removal Costs”), (II) Tenant shall pay to Landlord, on or before the date which is ninety (90) days prior to the Expiration Date, an amount equal to one hundred percent (100%) of the Removal Budget, (III) in the event the Removal Costs incurred by Landlord exceed the Removal Budget, Tenant shall pay to Landlord the amount of such excess Removal Costs within thirty (30) days after Landlord submits to Tenant an invoice therefor together with reasonable supporting documentation for the charges set forth therein and (IV) in the event the Removal Costs incurred by Landlord are less than ninety percent (90%) of the Removal Budget, Landlord shall refund to Tenant, on or before the first anniversary of the Expiration Date, the amount by which the Removal Budget exceeds the Removal Costs incurred by Landlord and (y) if Landlord notifies Tenant in writing prior to the Expiration Date that Landlord desires all or any of such Specialty Alterations and/or Additional Specialty Alterations to remain in the Premises, then any such items designated in such notice shall remain in the Premises and shall not be removed by or on behalf of Tenant. In making its election pursuant to clause (x) above, Tenant shall be reasonable in its determination of which Specialty Alterations and/or Additional Specialty Alterations to not remove, taking into account matters of cost and time efficiency of the work required with respect to both Landlord and Tenant in connection with the removal of all Specialty Alterations and/or Additional Specialty Alterations (by way of example, for illustrative purposes only, Tenant electing not to remove a staircase, but electing to fill in the staircase upon its removal by Landlord, would be unreasonable). Upon any removal of any work which requires Alterations by Tenant, Tenant shall repair and restore in a government permit. If good and workerlike manner to Building standard condition (reasonable wear and tear excepted) any governmental entity requires, as a condition to any proposed alterations, additions or improvements damage to the Premises by Tenant, that improvements be made to or the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage Building caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 6.1(C)(2) shall survive the Expiration Date, except that, notwithstanding the foregoing, Tenant shall not be applicable obligated to reimburse Landlord for the initial Tenant Improvements Work constructed pursuant costs of removing any Specialty Alterations and/or Additional Specialty Alterations that Landlord did not remove or commence removing on or before the first anniversary of the Expiration Date. In no event shall the failure to the attached Work Letter.remove any Specialty

Alterations. Tenant (a) Landlord represents and warrants that it has constructed and installed at its sole cost and expense, ACC6 Phase I and data center infrastructure and leasehold improvements, and Landlord covenants to construct and install, at Landlord's sole cost and expense and not to be included as Operating Expenses, ACC6 Phase II and data center infrastructure and leasehold improvements, all as outlined in Exhibit D attached hereto and made a part hereof (“Landlord's Work”), all in a good, workmanlike and first-class manner, and all in compliance with all applicable Laws (including, without limitation, all applicable building codes). Without limiting the foregoing, ACC6 Phase II shall make be constructed to be substantially similar to ACC6 Phase I and shall be configured generally as depicted on the floor plan attached hereto as Exhibit B. [*****]. (b) [*****]. (c) It is understood and agreed that, except for Landlord's Work (including, without limitation, Landlord's Post-Effective Date Work and Landlord's delivery of the Operational Space as set forth in Section 1.3 above), Landlord is under no obligation to make, any structural or other alterations, installations, additions or improvements in or to the Premises Building, Land or Premises. (d) [*****]. 9.2 Subject to the terms and provisions of Section 9.6 below, Tenant shall not make or permit anyone to make any material alterations, additions, improvements or replacements in or to the Premises, the Building, or the Property (collectively, “Alterations”) without the prior written consent of Landlord, which consent may be given withheld or withheld granted in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent and absolute discretion with respect to any alterations, additions or improvements to the Premises structural Alterations and those non-structural Alterations which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect are visible from the exterior of the Building Premises, and which consent shall not be unreasonably withheld, conditioned or outside areas delayed with respect to all other non-structural Alterations. Structural Alterations shall be deemed to include, without limitation, any Alteration that will or may necessitate any changes, replacements or additions to the load-bearing or exterior walls, non-drop ceilings, partitions (load-bearing or be visible from adjoining sitesnon-demising), columns or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the rooffloor, or (iii) require any material change to the basic floor plan of the Premisesfire protection, any material change to any structural or mechanical systems of the Premiseswater, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanicalsewer, electrical, mechanical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that the Building. Notwithstanding the foregoing, Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require make Minor Changes (as defined below) within the Premises without requiring the consent of Landlord. “Minor Changes” shall mean those minor, non-structural Alterations which will not cause an interruption of, or a reduction in, the functioning of the Building's mechanical, electrical, life safety, security, plumbing, HVAC, telecommunications or other systems, and which cost (including installation) in the aggregate less than [*****] (as reasonably determined by Landlord). The construction of any cage(s), security fencing or similar structure within the Premises shall not be a Minor Change and shall be subject to Landlord's consent, such consent not to be unreasonably withheld, conditioned or delayed. Any Alterations made by Tenant shall be made: (a) in a good, workmanlike, first class and prompt manner; (b) using new or comparable materials only; (c) by a contractor included on Landlord's list of approved contractors or a contractor otherwise reasonably approved in writing by Landlord (each, an “Approved Contractor”); (d) on days and at times that do not unreasonably interfere with Landlord's performance of its obligations under this Lease; (e) under the supervision of an architect reasonably approved in writing by Landlord; (f) in accordance with plans and specifications prepared by an engineer and/or architect reasonably acceptable to Landlord, and, with respect to Alterations that are not Minor Changes, which plans and specifications shall be approved in writing by Landlord at Landlord's standard charge, which shall not exceed [*****] except in the event that Landlord reasonably obtains the services of a non-affiliated third party to review such plans and specifications (i.e., where an Alteration affects the Building Structure and Systems), in which event Tenant shall be responsible for all reasonable, third-party, out-of-pocket costs and expenses actually incurred by Landlord; (g) in accordance with all Laws and, if made available to Tenant by Landlord, the reasonable requirements of any insurance company insuring the Building or any portion thereof; (h) with respect to any Alterations that are not Minor Changes, after Landlord shall have obtained any required consent of the holder of any Mortgage of whom Tenant has notice; (i) after obtaining public liability and worker's compensation insurance policies approved in writing by Landlord, which policies shall cover every person who will perform any work with respect to such Alteration; and (j) with the obligation for Tenant to remove any alterationsobtain and deliver to Landlord written, additions unconditional full or improvements whether or not Landlordpartial (as applicable) waivers of mechanics' and materialmen's consent was required unless Landlord's written consent was obtained liens against the Premises, the Building and at the time of providing its consentProperty from all contractors, Landlord notified subcontractors, laborers and material suppliers (individually and collectively, “Contractors”) for all work, labor and services performed and materials furnished in connection with Alterations within ten (10) Business Days after Tenant in writing that Tenant would not have submits payment to remove such items upon the expiration or earlier termination applicable Contractor(s) for the applicable portion(s) of the Lease TermAlterations. When reviewing If any plans for alterationslien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, additions such lien (or improvements submitted for its approvalpetition) shall be discharged by Tenant as soon as commercially reasonable, Landlord shall notify but in no event more than thirty (30) days after Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systemsreceives notice thereof, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused expense, by the payment thereof or by the filing of a bond legally sufficient to discharge such removallien. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should If Landlord make any alteration or improvement gives its consent to the Premises at making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the request Premises, or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant's account, Landlord having no obligation or responsibility in respect thereof. Landlord's approval of any plans and drawings (and changes thereto) regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord's representation that such approved plans, drawings, changes or Alterations comply with all Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the responsibility of Tenant, unless Landlord performed design work or construction work (other than reviewing and/or approving plans, drawings or construction work) with respect to such Alterations. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, fire and life safety system or the roof of the Building shall, at Landlord's election, be performed by Landlord's designated contractor or subcontractor, who shall be entitled to prompt reimbursement from reasonably approved by Tenant, at Tenant's expense (provided the cost therefor is competitive). For any approved Alterations performed by Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3and/or its contractor(s), Landlord shall specify its reasons therefor. The provisions of this Section 7.3 Tenant shall not be applicable required to pay a construction supervision fee or coordination fee to Landlord; however, if Landlord's contractor or subcontractor performs any Alteration, then, except with respect to any of Landlord's Work (including, without limitation, Landlord's Post-Effective Date Work), Tenant shall pay a reasonable construction supervision fee [*****]. Promptly after the initial completion of an Alteration, Tenant, at its expense, shall deliver to Landlord three (3) sets of as-built (or record) drawings and CAD drawings prepared by Tenant's engineer showing such Alteration in place. Notwithstanding the foregoing, subject to Landlord's written approval, which shall not be unreasonably withheld or delayed, Tenant Improvements Work constructed pursuant may elect not to cause as-built drawings and CAD drawings to be prepared for Minor Changes that, in Landlord's sole but reasonable discretion, do not affect the attached Work LetterBuilding Structure and Systems.

Alterations. Tenant shall (a) Not to make no alterationsany alterations or additions to the Premises or to the Service Media, additions and not to install any plant, equipment, apparatus or improvements machinery in the Premises, or to damage or modify in any way any doors, windows, walls, floors, ceilings or other part of the Premises without the Landlord’s prior written consent of Landlord, (which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not be unreasonably withhold its withheld); (b) Not to install any air-conditioning plant or equipment, machinery or other mechanical apparatus within the Premises without the Landlord’s prior written consent (which consent shall not be unreasonably withheld) and to comply with the directions and instructions of the Landlord regarding installation; (c) Not to erect, install or alter any alterationspartitioning in the Premises without the Landlord’s prior written consent (which consent shall not be unreasonably withheld), additions or improvements and to comply with the directions and instructions of the Landlord regarding installation (but Landlord’s consent shall not be required for installation of non-structural, demountable partitioning which is removable without damage to the Premises Premises); Lease Agreement - Ewell 2024 (d) Not without the Landlord’s prior written consent (which cost less than One Dollar ($1.00shall not be unreasonably withheld) per square foot to install additional locks, bolts or other fittings to the entrance doors of the improved portions Premises; (e) Not to erect, exhibit or display on the Premises or the Building any writing, sign, aerial, flagpole or other device so as to be visible from outside the Building without the Landlord’s prior written consent Provided That the Tenant may display its name and business in the reception of the Premises or on the door thereof in such lettering, characters and materials as the Landlord shall approve (excluding warehouse square footagewhich approval shall not be unreasonably withheld); (f) and Not to do not (i) affect anything which alters or affects the exterior external appearance of the Building or outside areas (to make alterations or be visible from adjoining sites), additions to the structure or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements except for permitted works to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot other parts of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, includingBuilding or, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed Common Parts; (g) In carrying out any permitted works whatsoever to the Premises or anywhere within the Development to observe and perform the provisions of Clause 3.2 (excluding moveable trade fixtures Fitting Out) mutatis mutandis; and (h) In applying for the Landlord’s consent or approval under this Clause 3.9 (Alterations), the Tenant shall provide the Landlord with information which the Landlord deems necessary at its sole and furnitureabsolute discretion on the effect of such alteration, addition, installation or erection (as the case may be) shall become on the property of Landlord and shall be surrendered with the Premises at the end efficiency of the Term. Landlord shall have use of energy and water in the right to require Tenant to remove any alterationsPremises, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon Building and/or the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work LetterDevelopment.

Alterations. Notwithstanding any provision in this Lease to the contrary, except for Permitted Alterations, Tenant shall not make no alterations, additions or improvements cause to the Premises be made any Alterations without the prior written consent and approval of Landlord, which consent and approval may be given withheld, conditioned or withheld delayed in Landlord's ’s sole and absolute discretion. Notwithstanding the foregoing; provided, Landlord however, that: 9.3.2.1 Landlord’s consent shall not unreasonably withhold its be required for any Permitted Alterations (such that, by way of example only, Landlord’s consent to any alterations, additions or improvements would be required for the installation of overhead ladder racks that are attached to the Premises ceiling, but Landlord’s consent would not be required for the installation of equipment which does not involve drilling into the floor or ceiling); 9.3.2.2 Tenant shall have the right, at its sole cost less than One Dollar ($1.00) per square foot and expense and subject to Landlord’s approval of the improved portions of plans and specifications therefor and the Premises contractors who shall perform such work, to: (excluding warehouse square footagea) install its own security system (“Tenant’s Security System”) within the Datacenter Space and do not (b) to integrate Tenant’s Security System and management systems into Landlord’s Building security system and Building management systems; provided, further that: (i) affect Tenant shall furnish Landlord with a copy of all key codes, access cards and other entry means and ensure that Landlord shall have access to the exterior of the Building or outside areas (or be visible from adjoining sites)Datacenter Space at all times, or (ii) affect Tenant shall ensure that Tenant’s Security System shall comply with all applicable Laws, and (iii) in no event shall Landlord be liable for the malfunctioning of Tenant’s Security System, except in the event of gross negligence or penetrate willful misconduct on the part of Landlord or the Landlord Parties, and Tenant shall indemnify, defend and hold the Landlord Parties harmless from and against all Claims arising or relating thereto; and 9.3.2.3 Tenant shall give Landlord not less than seven (7) business days’ prior written notice before commencing any of the structural portions of the Building, Alterations (including, but not limited to, the roof, or any Permitted Alterations) so as to permit Landlord to post appropriate notices of non-responsibility. If reasonably required by Landlord within three (iii3) require business days written notice prior to commencing any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In additionAlterations, Tenant shall gave the right also secure, prior to make alterationscommencing any Alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited toat Tenant’s sole expense, a requirement that all work be covered by a completion and lien and completion indemnity bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the such work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request of Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letter.

Alterations. Tenant shall not make no any alterations, additions or improvements to the Premises (collectively, the “Alterations”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, except for the installation of unattached, movable trade fixtures which may be given installed without drilling, cutting or withheld otherwise defacing the Premises and as described in Landlord's sole discretionthe second (2nd) grammatical paragraph of this Section 8(a); however the parties agree that in any event it shall be reasonable for Landlord to deny consent to removal of the stairways within the Building. Notwithstanding Except as set forth in the foregoingimmediately preceding sentence and in the second grammatical paragraph of this Section 8(a), Tenant shall furnish complete plans and specifications to Landlord for its approval, which approval shall not be unreasonably withhold its withheld, conditioned or delayed, at the time it requests Landlord’s consent to any alterations, additions or improvements to Alterations if the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not desired Alterations: (i) will affect the exterior of the Building Building’s Systems or outside areas (or be visible from adjoining sites), Building’s Structure; or (ii) affect will require the filing of plans and specifications with any governmental or penetrate any of the structural portions of the Building, including, but not limited to, the roof, quasi-governmental agency or authority; or (iii) will require any material change to the basic floor plan of the Premisesa building permit or other federal, any material change to any structural state, county or mechanical systems of the Premises, local approvals with respect thereto; or (iv) interfere will cost in any manner with the proper functioning excess of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Subsequent to obtaining Landlord’s consent and prior to commencement of the Alterations, Tenant shall obtain all deliver to Landlord any building permit required permits for by applicable Law and a copy of the work and shall perform the work in compliance with all applicable laws, regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter definedexecuted construction contract(s). Tenant understands shall reimburse Landlord within thirty (30) days after the rendition of a bill for all of Landlord’s reasonable out-of-pocket costs incurred in connection with any Alterations, including all management, engineering, outside consulting, and agrees that construction fees incurred by or on behalf of Landlord shall be entitled to for the review and approval of ▇▇▇▇▇▇’s plans and specifications and for the monitoring of construction of the Alterations, together with a supervision coordination fee to Landlord in an amount equal to the amount product of five (i) two percent (52%) and (ii) the so-called “hard” costs of the cost of any work which requires a government permitAlterations. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to the making of any Alteration, such Alteration shall be made by Tenant at Tenant’s sole cost and expense by contractors and subcontractors approved in writing by Landlord in accordance with Section 8(b)(iii), which approval shall not unreasonably be withheld, conditioned or delayed. If the Alterations which Tenant causes to be constructed result in Landlord being required to make any alterations and/or improvements to other portions of the Common AreasProject in order to comply with any applicable Laws, then Tenant shall, at Tenant's sole expense, make shall reimburse Landlord upon demand for all costs and expenses incurred by Landlord in making such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premisesalterations and/or improvements. Any request for Landlord's consent shall be Alterations made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) by Tenant shall become the property of Landlord upon installation and shall remain on and be surrendered with the Premises upon the expiration or sooner termination of this Lease, except Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith and with all due diligence (but in any event not later than ten (10) days after the end expiration or earlier termination of the TermLease) remove all or any portion of any Specialty Alterations (defined below) made by Tenant which are designated by Landlord to be removed and repair and restore the Premises in a good and workmanlike manner to their original condition, reasonable wear and tear and casualty not required to be repaired by Tenant excepted. Landlord shall have Notwithstanding the right to require Tenant to remove any alterationsforegoing, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and upon ▇▇▇▇▇▇’s request at the time of providing its consentit seeks Landlord’s consent to an Alteration, Landlord notified Tenant agrees to indicate in writing that Tenant would not have whether it will require any such Alteration which constitutes a Specialty Alteration to remove such items be removed upon the expiration or earlier termination of the Lease TermLease. When reviewing As used herein, a “Specialty Alteration” is any plans Alteration that is not a normal and customary general office improvement including, but not limited to improvements which (i) perforate, penetrate or require reinforcement of a floor slab (including, without limitation, interior stairwells or high-density filing or racking systems), (ii) consist of the installation of a raised flooring system, (iii) consist of the installation of a vault or other similar device or system intended to secure the Premises or a portion thereof in a manner that exceeds the level of security necessary for alterationsordinary office space, additions (iv) involve material plumbing connections (such as, for example but not by way of limitation, kitchens, saunas, showers, and executive bathrooms outside of the Building core and/or special fire safety systems), (v) consist of the dedication of any material portion of the Premises to non-office usage (such as classrooms, bicycle storage rooms, or improvements submitted for its approval“cooking” kitchens), Landlord (vi) can be seen from outside the Building or (vi) consists of the installation of internal stairways between floors. All construction work done by Tenant within the Premises shall notify Tenant be performed in writing whether Landlord a good and workmanlike manner with new materials of first-class quality, lien-free and in compliance with all Laws, and in such manner as to cause a minimum of interference with other construction in progress and with the transaction of business in the Project. TENANT AGREES TO INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS AGAINST ANY LOSS, LIABILITY OR DAMAGE RESULTING FROM SUCH WORK, AND TENANT SHALL, IF REQUESTED BY LANDLORD, FURNISH A BOND OR OTHER SECURITY SATISFACTORY TO LANDLORD AGAINST ANY SUCH LOSS, LIABILITY OR DAMAGE (PROVIDED, HOWEVER, THAT NO BOND SHALL BE REQUIRED AS LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED UNDER THIS LEASE). The foregoing indemnity shall require Tenant to remove any or all of such improvements upon survive the expiration or earlier termination of this Lease. Landlord’s consent to or approval of any Alterations, additions or improvements (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall have be solely responsible for ensuring all such compliance. Notwithstanding the right upon expiration or earlier termination of this Lease to remove any and all phone systemsforegoing, furniture, fixtures and other personal property at Tenant's sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit not be obligated to this Lease, should receive the written consent of Landlord make any alteration or improvement for interior Alterations to the Premises at (i) where the request estimated cost of Tenantthe proposed Alteration is One Hundred Thousand Dollars ($100,000.00) or less, Landlord shall (ii) if said Alterations do not affect the structural components of the Building, or adversely affect the Building’s Systems and cannot be entitled to prompt reimbursement seen from Tenant for all costs incurred. If Landlord withholds outside the Premises, (iii) if such said Alterations changes do not remove any consent required by this Section 7.3of the stairways within the Building, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 and (iv) if said Alteration shall not be applicable to the initial Tenant Improvements Work constructed pursuant to the attached Work Letterrequire a building permit or any federal, state, county or local approvals.