Common use of Alterations Clause in Contracts

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55.

Alterations. 8.1 Tenant shall not make any no alterations, additions, modifications additions or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consentconsent as provided herein and without a valid bulldlng permit issued by the appropriate governmental agency. To the extent that any alterations, such 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, Landlord’s consent to any alterations, additions or Improvements to the Premises other than Major Alterations shall not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved, conditioned or delayed. Notwithstanding the preceding sentenceforegoing, Landlord shall not unreasonably withhold, condition or delay its consent to the initial alterations, additions and improvements included in the Tenant may make such Alterations without Landlord’s consent only if Improvements contemplated under paragraph 2.3. As used herein, “Major Alterations” shall mean any alterations, additions or improvements (i) which are visible from outside the total cost is Twenty-Five Thousand Dollars Building ($25,000.00including design and aesthetic changes), (ii) or less and it will not affect in any way which are structural In nature and/or (iii) to the structural, exterior, entry or roof elements exterior of the Project Building or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements roof of the Building. In furtherance of the foregoing, shall be Landlord may only withhold its consent in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval sole and absolute discretion to ▇▇▇▇▇▇’s proposed alterations to the heating, ventilation 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 plans and specifications. Landlord may also requireBuilding or the roof, as a condition to its foundation or structural elements of the Building; otherwise, in all other cases, ▇▇▇▇▇▇▇▇’s consent to any Alterationsproposed alteration to the Building Systems shall not be unreasonably withheld, conditioned or delayed. Tenant shall 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 commencement of such work. Any and ail such alterations, additions or improvements shall comply with all Applicable Laws including, without ilmitatlon, obtaining any required permits or other governmental approvals. Tenant shall cause its contractors and subcontractors to maintain insurance reasonably acceptable to Landlord. Upon termination of this Lease, any alterations, additions and Improvements (including without limitation all electrical, lighting, plumbing, heating and air-conditioning equipment, doors, windows, partitions, drapery, carpeting, shelving, counters, and physically attached fixtures) made by Tenant, including the Tenant Improvements, shall at once become part of the really and belong to Landlord unless the terms of the applicable consent provide otherwise, or Landlord subsequently requests in writing to Tenant that part or all of such Tenant additions, alterations or improvements be removed; provided, however, that, such subsequent written request shall be delivered to Tenant (a) in the event Tenant does not timely deliver any architect retained by Tenant in connection with such Alterations be certified Option Notice (as a Certified Access Specialist defined below) to renew the Lease, no later than seventeen (CASp17) months prior to the expiration of the then Lease Term (time being of the essence), and 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 following is seventeen (17) months prior to the completion expiration of the then Lease Term (time being of the essence). In the event Tenant is required to remove part of all of such AlterationsTenant additions, such architect alterations or improvements pursuant to the foregoing sentence, Tenant, at its sole cost and expense, shall certify promptly remove the specified additions, alterations or improvements and shall fully repair and restore the relevant portion(s) of the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55the 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 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 give Landlord written notice (including a detailed description) of any Cosmetic Alterations at least fifteen (15) business days’ prior to the commencement of construction thereof to allow Landlord to elect under this Paragraph 6.5 whether such Cosmetic Alterations will be required to be removed upon the expiration or earlier termination of this Lease.

Alterations. 8.1 Tenant shall may not make any alterationsimprovement, additionsalteration, modifications addition or improvements in or change to the Premises or to any part thereof (includingmechanical, without limitation, any initial improvements that may be constructed by Tenant in plumbing or HVAC facilities or other systems serving the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, an “AlterationsAlteration”), ) without Landlord’s prior written consent, such which consent shall be requested by Tenant not to less than 30 days before commencement of work and shall not be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved, conditioned or delayed by Landlord. Notwithstanding the preceding sentenceforegoing, Tenant may make such Alterations without Landlord’s prior consent shall not be required for any Alteration that is decorative only if the total cost is Twenty-Five Thousand Dollars ($25,000.00e.g., carpet installation or painting) or less and it will not affect in provided that Landlord receives 10 business days’ prior notice. For any way the structuralAlteration, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant Tenant, before commencing work, shall submit deliver to Landlord, for and obtain Landlord’s prior written approvalapproval of, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and provided, however, that with respect to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response decorative Alterations, Tenant shall be deemed disapproval permitted to satisfy this requirement by delivering a general description of the proposed work, in lieu of plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant ); (b) except in connection with an Alteration reasonably estimated to cost less than $50,000.00, Landlord, in its discretion, may require Tenant to obtain security for performance satisfactory to Landlord; (c) Tenant shall deliver to Landlord “as built” drawings (in CAD format, if requested by Landlord; provided, however, that such Alterations as-built drawings shall not be certified as a Certified Access Specialist (CASprequired for decorative Alterations), completion affidavits, full and final lien waivers, and all governmental approvals; and (d) Tenant shall pay Landlord within 15 days after Tenant receives a demand (i) Landlord’s reasonable out-of-pocket expenses incurred in reviewing the work, and (ii) a coordination fee equal to 5% of the cost of the work; provided, however, that following the completion of such Alterations, such architect this clause (d) shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant not apply to California Civil Code section 55any Tenant Improvements nor to any decorative Alteration.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if shall not be required for any Alteration that satisfies all of the total cost following criteria: a) is Twenty-Five Thousand Dollars ($25,000.00of a cosmetic nature such as wallpapering, painting hanging pictures and installing carpet; b) is not visible from the outside of the Building or less and it Premises; c) will not affect in any way the structural, exterior, entry or roof elements systems and structures of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (aBuilding; d) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all does not require work to be done by ▇▇▇▇▇▇performed inside the walls or above the ceiling of the Premises ; and e) costs less than $10,000 as a single project. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by LandlordFor all other Alterations, shall comply with all applicable codes, laws, ordinances, rules and regulations, Landlord shall not adversely affect the basic Building shell unreasonable withhold or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, delay consent and shall be otherwise satisfactory to Landlord in Landlordrespond top Tenant’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) 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 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 interior of the Premises; (c) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Property 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. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specificationsspecifications 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 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 permits, Laws and requirements of public authorities, and with Landlord’s reasonable rules and regulations or any other restrictions that Landlord may also requireimpose on the Alterations. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, 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, Tenant shall provide Landlord with “as a condition to its built” 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, copies of paid invoices and final lien waivers. If Landlord’s consent to any Alterations is required, and Landlord provides that consent, then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of this Lease. If Landlord requires Tenant to remove the Alterations, then, during the remainder of the Term, Tenant shall be responsible for the maintenance of appropriate commercial property insurance (pursuant to Section 10.2) therefor; however, if Landlord shall not require that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following remove the completion of such Alterations, such architect Alterations shall certify constitute Landlord’s Property (defined below) and Landlord shall be responsible for the Premises as meeting all applicable construction-related accessibility standards insurance thereof, pursuant to California Civil Code section 55Section 10.1.

Alterations. 8.1 (a) Tenant shall not make any alterations, additionsrepairs, modifications additions or improvements in or to the Premises or install any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto cable (collectively, “Alterations”), ) without Landlord’s first obtaining the prior written consentconsent of Landlord in each instance, such which consent shall not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approvedwithheld or delayed. Notwithstanding the preceding sentencegenerality of the foregoing, Tenant may make such Landlord shall be entitled to withhold its consent to proposed Alterations without if, in Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) good faith judgment, any one or less and it will not affect in any way the structural, exterior, entry or roof elements more of the Project following situations exist: (i) the proposed Alterations will adversely affect the exterior appearance of the Building; (ii) the proposed Alterations may impair the structural strength of the Building, adversely affect any Building Systems, or adversely affect the value of the Building; (iii) the proposed Alterations would trigger the necessity under Applicable Requirements or otherwise for work to be performed outside the Premises; or (iv) the proposed Alterations are not consistent with, or would detract from, the mechanical, electrical, plumbing, utility character or life safety systems image of the ProjectBuilding. At least thirty (30) days before the commencement of Alterations, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to LandlordLandlord plans, specifications, and product samples of the proposed Alterations for Landlord’s prior written approvalreview. Landlord’s sole interest in reviewing and approving such documents is to protect Landlord’s interests, complete plans and specifications for all work to be done no such review or approval by ▇▇▇▇▇▇. Such plans and specifications Landlord shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by deemed to create any liability of any kind on the part of Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect or constitute a representation on the basic Building shell part of Landlord or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to person consulted by Landlord in Landlordconnection with such review and approval that such plans or other documents are correct or accurate, or are in compliance with any Applicable Requirements. Tenant shall pay the reasonable out-of-pocket costs incurred by Landlord in reviewing Tenant’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans plans, specifications and specifications (and to any resubmittal of plans) product samples, if any, within ten (10) business days after receipt of an invoice therefore and reasonable supporting documentation. (b) Landlord or its affiliate shall have the right to perform Alterations on behalf of Tenant. If Landlord does not elect to perform the Alterations, the contractor and all subcontractors and suppliers used by Tenant must be approved in writing by Landlord’s receipt thereof, which approval shall not be unreasonably withheld, conditioned, or delayed; provided provided, however, that ▇▇▇▇▇▇▇▇’s Landlord reserves the right to require any work to be performed on the Building Systems (whether such Building Systems are located within or outside the Premises) to be performed by subcontractors specified by Landlord. Tenant shall not, either directly or indirectly, use any non-response union labor. (c) All Alterations by Tenant’s contractor shall be deemed disapproval diligently completed in a good and workmanlike manner and in compliance with all Applicable Requirements and any Building construction rules and regulations then in effect. Tenant and Tenant’s (i) contractor, (ii) subcontractors and (iii) suppliers who provide labor or deliveries on behalf of Tenant within the Building, shall maintain such insurance as may be reasonably required by Landlord, and Tenant shall provide Landlord with evidence of such insurance prior to any such party’s entry into the Building. If Tenant or any person who is in or about the Building with the consent of Tenant shall cause any damage to the Building or the Common Areas, Tenant shall reimburse Landlord for the cost of repairs. Promptly after completion of the plans and specificationsAlterations, Tenant shall deliver to Landlord “as built” drawings in CAD format showing the Alterations. Landlord may also require, as a condition to its consent to On the first day of the month following substantial completion of any Alterations, Tenant shall pay Landlord a fee of five percent (5%) of all hard and soft costs of the Alterations to compensate Landlord for its review and coordination of the Alterations. (d) Unless otherwise provided by written agreement, all Alterations (including, but not limited to, sink units, wall-to-wall carpets, and signs) shall become the property of Landlord at the end of the Term, and shall remain upon and be surrendered with the Premises, excepting however, that at Landlord’s election, Tenant shall, at Tenant’s expense, remove any or all Alterations and restore the Premises to the condition prior to such Alteration (reasonable wear and tear excepted) before the last day of the Term, provided that Landlord shall have included with its approval of such Alterations the written statement that Landlord is reserving its right to require that any architect retained by Tenant in connection with or all of such Alterations be certified as a Certified Access Specialist (CASp), so removed and that following the completion of such Alterations, such architect shall certify the Premises so restored. If Tenant fails to so remove the Alterations or restore the Premises within the time limits provided above, Tenant shall pay Rent to Landlord as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55provided by Section 19.2 hereof as if Tenant had held possession of the Premises after the Term, until Tenant so removes the Alterations and restores the Premises.

Alterations. 8.1 (a) Tenant shall not, without the prior consent of Landlord, which shall not be unreasonably withheld or delayed, make any alterations, additionsimprovements or additions to either the interior or exterior of the Premises, modifications or improvements in to the operating systems serving the Premises, or to fixtures installed in the Premises not in accordance with approved fixture plans, or make, paint, drill or in any part thereof way deface any portion of the Premises (including, without limitation, any initial improvements that may be constructed “Alterations”). Any work by Tenant in the Premises shall be in conformity with plans and specifications approved by Landlord, pursuant to this Section 11.1, prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice commencement of any such Alterations to Landlordwork. All Alterations Tenant shall have in or force, prior to the Premises to which commencement of such work, comprehensive general liability, workers’ compensation, builder’s all-risk, and course of construction insurance in such amounts as Landlord consents reasonably determines or in such amounts as Landlord’s lender requests. Any such work shall be made done in a good and workmanlike manner, and if requested, under the supervision of a licensed architect or engineer, and by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) contractors approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that work done by ▇▇▇▇▇▇▇▇’s non-response employees or contractors engaged through Landlord shall be deemed disapproval acceptable). In any event, Landlord may require Tenant to use a contractor specified by Landlord for any work involving the roof, the fire and life safety systems, the HVAC systems, the plumbing and sewage systems, the electrical systems or the structure of the plans building of which the Premises are a part (the “Building”). Tenant shall cause to be used only new materials suitable for the purposes intended. Any such work shall be performed in a manner so as not to disturb the quiet enjoyment of other occupants of the Center and specifications. Landlord may also requiresuch improvements, as a condition to its consent to any Alterations, that any architect retained by Tenant additions, or changes, ▇▇▇▇▇▇ agrees to cause a Notice of Completion to be recorded in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion office of such Alterations, such architect shall certify the Recorder of the County in which the Premises as meeting all applicable construction-related accessibility standards pursuant to is located, in accordance with the California Civil Code section 55.or any successor statute. In addition, Landlord, in its sole discretion, may require Tenant either to (i) deposit with Landlord the estimated cost of such construction or

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 any addition or 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’s absolute discretion. 8.2 The Tenant shall not make any alterations, additions, modifications or improvements other than in or relation to the Premises Tenant’s Works: 8.2.1 erect any new building or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in structure on the Premises), ; and/or 8.2.2 make structural alterations or attach any fixtures or equipment thereto (collectively, “Alterations”), additions to the Building; 8.2.3 make an Internal Alteration which is not permitted without the Landlord’s consent pursuant to Clause 8.3 without in each such case the Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“TenantLandlord’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, absolute discretion. 8.3 The Tenant may without the consent of the Landlord make such Alterations an Internal Alteration without requiring the Landlord’s consent only 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 the total cost is Twenty-Five Thousand Dollars ($25,000.00any) or less and it will not affect in which serve any way the structural, exterior, entry or roof elements part of the Project or Retained Property, and for the Premises, or avoidance of doubt any partitioning installed by the mechanical, electrical, plumbing, utility or life safety systems Tenant shall be and remain a tenant’s fixture for all purposes of the Project, but Tenant shall give prior written notice of Lease. 8.4 The Landlord may before giving any such Alterations to Landlord. All Alterations in or consent under this Clause require: 8.4.1 the submission to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans of drawings and specifications for all work showing the proposed alteration; and 8.4.2 the execution of such licence to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall carry out the proposed alteration as the Landlord may reasonably require. 8.5 For the avoidance of doubt the Tenant is not adversely affect the basic Building shell or permitted to place any systems, components or elements satellite dishes on any part of the Building, shall other than a maximum of seven satellite dishes each with a maximum diameter of 90 cm, provided always that any such satellite dishes must be in a form sufficient located on the fifth floor of the Building to secure be built as part of the approval of all government authorities with jurisdiction over the approval thereofTenant’s Works, and shall must not be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans visible from ground level, and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided always that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant if reasonable in connection with such Alterations be certified as a Certified Access Specialist the Retained Property (CASp), whether related to development or any other matter) on giving the Tenant not less than 3 months’ notice require the removal of all and that following the completion any of such Alterations, such architect shall certify satellite dishes from the Premises as meeting all applicable construction-related accessibility standards pursuant Building and the relocation of the same to California Civil Code section 55.Block B.

Alterations. 8.1 Tenant Any alterations that Subtenant desires to make in the Expansion Premises shall not make any alterations, additions, modifications or improvements in or be made at Subtenant’s sole cost and expense and shall be subject to all applicable provisions of the Premises or any part thereof (Sublease and the Master Lease including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements Article 14 of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems Sublease and Article 6 of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇Master ▇▇▇▇▇. Such Notwithstanding the foregoing, Subtenant shall have the right to install and construct an executive briefing center, make minor modifications to the conference rooms, make improvements to the existing lobby, install an outdoor seating area and/or any outdoor amenities as are consistent with typical headquarters in Palo Alto and install EV chargers in the parking area used exclusively by Subtenant, subject to Sublandlord’s and Landlord’s rights to reasonably review and approve detailed plans and specifications shall for such improvements and require that they be prepared by responsible licensed architect(s) and engineer(s) approved restored at the time at the time its approval is given, as provided in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements Section 6.1 of the BuildingMaster Lease; provided, however, (a) Sublandlord’s consent shall (i) not be in a form sufficient required for general office improvements costing less than Four Hundred Thousand Dollars ($400,000) that Landlord does not require to secure the approval of all government authorities with jurisdiction over the approval thereof, be restored and shall (ii) be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and deemed given if Sublandlord does not object to any resubmittal of plans) alterations within ten five (105) business days of LandlordSubtenant’s receipt thereof; provided that ▇▇▇▇▇▇▇▇request for Sublandlord’s non-response consent, which consent includes all of the items in the first sentence of Section 6.2 of the Master Lease and (b) Subtenant shall not be required to restore any such items if Landlord does not require such restoration and this Sublease terminates concurrently with the expiration of the Master Lease. For the avoidance of doubt, the following shall not be considered general office improvements: EV chargers, exterior signage or a lab. Subtenant shall be deemed disapproval of the permitted to submit its plans and specifications. specifications to Sublandlord and Landlord may also requirecontemporaneously, as a condition such that the time provided for each of Sublandlord and Landlord to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), reasonably review and that following the completion approve of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55plans and specifications may run concurrently.

Alterations. 8.1 Tenant (a) The Lessee shall not make effect any alterationsimprovement, additionsalteration, modifications renovation, expansion, demolition on or improvements in rebuilding or to the Premises or excavation of any part thereof of the Leased Premises, the Construction Laydown Area, the Easement Areas or Lessee’s Improvements (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto including Facility) (collectively, collectively “Alterations”)) without complying with the provisions of this Section 6.1. Before undertaking any Alterations, the Lessee shall deliver thirty (30) days’ prior written notice of its intention to do so to the Lessor and shall describe the scope of the Alterations with reasonable particularity. (b) If the Alterations: (i) do not involve excavation at or below grade and are not reasonably expected to (i) impact the Lessor’s or any Third Party’s improvements, facilities, roads, tracks, pipelines, pipe racks, wires, lines, conduits or other infrastructure at the Leased Premises or the Lessor’s Premises, or (ii) exacerbate any existing environmental contamination or interfere with a Remedial Action that has previously been communicated to the Lessee in writing by the Lessor, the Lessee may undertake the Alterations without Landlordthe Lessor’s consent, but the Lessor may, by notice in writing delivered within ten (10) Business Days of receipt of the Lessee’s notice, require the Lessee to meet with the Lessor to discuss changes to such Alterations which the Lessor reasonably believes to be necessary in order to avoid the potential for: (A) a breach of this Lease; (B) a breach of any Related Agreement; or (C) an adverse effect on the Lessor’s Premises, Easement Areas, or any of the Lessor’s or any Third Party’s improvements at or within the Leased Premises or the Lessor’s Premises. If the Lessor delivers the notice, the Lessee shall negotiate with the Lessor in good faith with a view to implementing the Lessor’s proposed changes to the Alterations. If the Lessor does not deliver the notice within the time specified, the Lessee may commence the Alterations without the requirement to consult with the Lessor or to provide further notice unless the scope or nature of the Alterations changes in a material manner that would require the delivery of a second or subsequent notice in which event the procedures set forth above will apply equally to such second and any subsequent notices; (ii) involve excavation at or below grade, the Lessee shall not undertake the Alterations without the Lessor’s prior written consent, such consent which may not to be unreasonably withheld. The distribution of electrical outlets throughout , conditioned or delayed and subject to the open space in Lessor’s consent, the Lessee (1) shall not commence such excavation until the Lessor provides the Lessee with excavation procedures applicable to the Alteration and (2) shall comply with Lessor’s Safety Requirements for any such excavation; (iii) are reasonably expected to (x) impact the Lessor’s or any Third Party’s improvements, facilities, roads, tracks, pipelines, pipe racks, wires, lines, conduits or other infrastructure at the Leased Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Lessor’s Premises, or (y) exacerbate any existing environmental contamination that has been communicated to the mechanicalLessee in writing by the Lessor, electricalor (z) interfere with a Remedial Action, plumbingthe Lessee shall not undertake the Alterations without the Lessor’s prior written consent, utility which may be withheld, conditioned or life safety systems delayed in the Lessor’s sole discretion for any reason or no reason; and/or (iv) involve the discharge to any wastewater treatment facility commonly used or under a shared wastewater Environmental Permit with the Lessor, or the emission to air either (A) under a shared air emission Environmental Permit with the Lessor or (B) that may reasonably be expected to cause the ambient air concentration of an air pollutant to exceed that allowed by Environmental Law or the Lessee’s or the Lessor’s Safety Requirements, in each case above, of (X) any chemical or substance not discharged or emitted as of the ProjectCommencement Date, but Tenant or (Y) a materially increased amount or concentration of any chemical or substance relative to the amount or concentration discharged or emitted as of the Commencement Date, the Lessee shall give not undertake the Alterations without the Lessor's prior written notice consent. (c) Except as otherwise specifically permitted in the provisions of this Lease, the Lessee shall not make any Alterations to the Easement Areas without the Lessor’s prior written consent, (i) which consent, with respect to any replacement (as opposed to expansions or additions) of existing Lessee’s Improvements located within the Easement Areas, shall not be unreasonably conditioned, delayed or withheld and (ii) which consent may otherwise be withheld in the Lessor’s sole discretion for any reason or no reason. (d) Any Alterations effected by the Lessee shall not interfere with the rights granted to or reserved by the Lessor in this Lease. In addition, all Alterations will be carried out in compliance with all applicable Laws, the Lessee’s Safety Requirements with respect to the Leased Premises, the Lessor’s Safety Requirements with respect to the Easement Areas and otherwise performed in a good and workmanlike manner and with minimum disruption and inconvenience to the Lessor and the Lessor’s Premises. Upon completion of any Alterations the Lessee shall inform the Lessor regarding the operation of the Leased Premises, Easement Areas, the Construction Laydown Area or Lessee’s Improvements to the extent affected by any such Alterations to Landlord. All Alterations in or and to the Premises extent reasonably required for the Lessor to which Landlord consents shall be made by Tenant at Tenant’s sole cost (i) understand the nature and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements effect of the BuildingAlterations, shall be in a form sufficient to secure (ii) coordinate environmental, health, security and safety matters with the approval of all government authorities with jurisdiction over the approval thereofLessee, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall (iii) appropriately respond to ▇▇▇▇▇▇’s plans environmental, health, security and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55safety emergencies.

Alterations. 8.1 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 any alterations, additions, modifications or improvements Alterations in or to the Premises or any part thereof (including, without limitation, any initial improvements that the Building except as may be constructed by Tenant otherwise expressly provided in the Premises prior this Lease, including Exhibit B to first commencing business operations this Lease. Upon Tenant’s written request, Landlord shall use commercially reasonable to enforce any warranties or guaranties obtained in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without connection with Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Work. 9.2 Tenant shall give prior written notice of not make or permit anyone to make any such Alterations to Landlord. All Alterations in or to the Premises or the Building without the prior written consent of Landlord, which consent may be withheld or granted in Landlord’s sole and absolute discretion with respect to Structural and System Alterations and any Alterations which Landlord consents 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 be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense as follows: (a) Tenant shall submit 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 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 and at Tenant’s sole cost and expense, Landlord having no obligation or responsibility in respect thereof. Landlord’s prior written approval, complete approval of any plans and specifications for all work to be done by ▇▇▇▇▇▇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 Laws. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved Any deficiency in writing by design or construction, although same had prior approval of Landlord, shall comply with all applicable codesbe solely the responsibility of Tenant. All Alterations involving structural, lawselectrical, ordinancesmechanical or plumbing work, rules the heating, ventilation and regulationsair conditioning system of the Premises or the Building, shall not adversely affect the basic Building shell or any fire and life safety systems, components or elements the roof of the Building, or any areas outside of the Premises shall, at 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 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 form sufficient 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. Tenant shall immediately stop the performance of any Alterations or other activity if Landlord notifies Tenant that continuing such Alteration or activity 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. 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 secure remove such Alterations and restore the approval Premises and the Building to their condition prior to the commencement of the unauthorized Alterations. All Alterations to the Premises 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 expiration or earlier termination of the Lease Term; provided, however, that (a) subject to any applicable Landlord’s lien thereon, Tenant shall remove from the Premises, prior to the expiration or earlier termination of the Lease Term, (i) all government authorities with jurisdiction over personal property of Tenant, including without limitation movable furniture, furnishings and equipment installed in the approval thereofPremises 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 be otherwise satisfactory to remove at its expense all Alterations and other items in the Premises or the Building which Landlord designates in Landlord’s reasonable discretionwriting for removal. Landlord shall respond to ▇▇▇▇▇▇make such designation promptly after receipt of a written request for such determination by Tenant given with Tenant’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of request for Landlord’s receipt thereofapproval 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; provided 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 non-response shall 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 disapproval abandoned or become the property of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection surrendered with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting a part thereof; provided, however, that Landlord shall have the right at Tenant’s expense to remove from the Premises any or all applicable construction-related accessibility standards pursuant such items or to California Civil Code section 55require Tenant to do the same, 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.

Alterations. 8.1 (a) Tenant shall not make make, suffer or permit to be made any alterations, additions, modifications additions or improvements in to or to of the Premises or any part thereof (includingthereof, without limitation, or remove any initial improvements that may be constructed by Tenant in portion of the Premises prior to first commencing business operations in the Premises)which is affixed thereto, or permanently attach any fixtures or equipment thereto (collectively, the “Alterations”), without first notifying Landlord of such proposed Alterations and obtaining Landlord’s prior written consent, such which consent shall not to be unreasonably withheld. The distribution of electrical outlets throughout withheld and which consent shall be requested by Tenant not legs than ten (10) days prior to the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice commencement of any such work. Landlord shall notify Tenant of its consent or disapproval to Alterations within ten (10) days following the later to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at occur of (x) receipt of Tenant’s sole cost notice requesting such consent and expense as follows: (ay) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by the date upon which ▇▇▇▇▇▇. Such plans ▇▇ receives all documents and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved information reasonably requested in writing by Landlord, shall comply connection with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements its evaluation of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlordproposed Alteration. Tenant’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that request for ▇▇▇▇▇▇▇▇’s non-response consent to any proposed Alterations shall include a description of the proposed Alterations and shall be deemed disapproval accompanied by materials sufficient to enable Landlord to evaluate the request. Depending on the nature and extent of the proposed Alterations, it is anticipated that such materials could range from paint chips, internally prepared diagrams, plans and specificationsspecifications prepared by licensed architects and engineers, a description of proposed construction means and methods, the identity of any contractor or subcontractor to be employed in the construction of the Alterations, the estimated cost of such work and the estimated time for performance thereof. ▇▇▇▇▇▇’s notice requesting consent shall describe the Alterations and the anticipated commencement date thereon so that Landlord may also requirefile a notice of nonresponsibility described in Sections 3094 and 3129 of the California Civil Code. The construction of the Tenant Improvements (as defined in the Work Letter) shall be governed by the terms of the Work Letter. However, Tenant shall not be obligated to obtain Landlord’s consent for a particular Alteration (although the above notice will always be required) in the following circumstances (“Minor Alterations”): (i) the cost of the Alteration in question and all work being done by Tenant in the Premises in connection with such Alteration does not exceed $150,000 and all prior Alterations for which Landlord’s consent was not required will not exceed $300,000 in any twelve (12) month period; (ii) the Alteration in question will have no effect on the various systems of the Building, including without limitation, the HVAC, plumbing and fire protection systems, the Building structure or the exterior appearance of the Building, and (iii) such Alteration will not cause Tenant to exceed the maximum floor load for the Building. Except for Minor Alterations, Tenant shall pay to Landlord on demand an amount equal to two percent (2%) of all hard costs incurred by Tenant or its contractors or agents in connection with any Alterations to cover Landlord’s overhead and expenses for plan review, coordination, scheduling and supervision. In addition, except for Minor Alterations, upon demand, Tenant shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in connection with any Alterations, including, without limitation, the costs of any third-party architects, engineers or consultants hired by Landlord to review drawings for Alterations. (b) Landlord may impose, as a condition to of its consent to all Alterations such requirements as Landlord reasonably deems desirable including, but not limited to: (i) the requirement that upon Landlord’s request, made at the time such consent is given, Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and repair any damage to the Premises and Building caused by such removal; (ii) the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and/or (iii) require that Tenant fully comply with the provisions of Section 8700 of the California Civil Code or submit evidence satisfactory to Landlord that Tenant is exempt from the requirements of such Section 8700. Notwithstanding the foregoing, to the extent any Alterations would materially affect the systems of the Building, including without limitation, the HVAC, plumbing, and fire protection systems, the exterior of the Building or any equipment located on the exterior of the Building, any portion of the Project outside of the Building or any structural component of the Building, such Alterations shall be subject to Landlord’s consent in the exercise of its sole discretion; to the extent such Alterations would merely affect the systems of the Building, including without limitation, the HVAC, plumbing, and fire protection systems, but not materially, Tenant shall observe reasonable rules relating thereto established by Landlord. Tenant shall construct such Alterations and perform any repairs which Tenant is obligated to perform hereunder at Tenant’s cost and in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city and/or county in which the Building is located, in conformance with Landlord’s construction rules and regulations. Neither Landlord’s selection or approval of a contractor nor its approval of the plans, specifications and working drawings for Alterations shall create any responsibility or liability on the part of Landlord for the quality or adequacy of the contractor, for the completeness, design sufficiency, or compliance of such plans, specifications and working drawings with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. Tenant shall cause all work to be performed in such manner as not to obstruct access to the Project or the Common Areas for any other tenant of the Project, and as not to obstruct the business of Landlord or other tenants in the Project, or unreasonably interfere with the labor force working on the Project. Promptly upon completion of any Alterations, if required by code, ▇▇▇▇▇▇ agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to Landlord a reproducible copy of the “as built” drawings of the Alterations and, if available, such drawings in “CAD” format. (c) All Alterations which may be installed or placed in or about the Premises, and all signs installed in, on or about the Premises, from time to time, shall be at the sole cost of Tenant and shall be and become the property of Landlord, other than trade fixtures and equipment which may be removed without material damage to the Premises on the expiration of the Lease Term or its earlier termination; provided, however, that to the extent any architect retained trade fixtures and equipment were installed or placed in or about the Premises at the cost and expense of Landlord, such trade fixtures and equipment shall remain the property of Landlord upon expiration of the Lease Term or its earlier termination. If Tenant fails to complete such removal and/or to repair any damage caused by the removal of any Alterations, then as a matter which shall survive termination of this Lease, Landlord may do so and may charge the cost thereof to Tenant. Tenant hereby indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien in any manner relating to the installation, placement, removal or financing of any Alterations by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55or at Tenant’s behest.

Alterations. 8.1 6.1 Tenant shall not make any alterations, additionsimprovements or changes to the Premises (including installation of any security system or telephone or data communication wiring), modifications other than the Tenant Improvements ("Alterations"), without Landlord's prior Written consent (provided, however, that Tenant shall not be required to obtain Landlord's prior approval for minor, non-structural Alterations that do not affect any of the Building Systems, are not visible from the exterior of the Premises, and cost less than Ten Thousand Dollars ($10,000.00), so long as Tenant gives Landlord notice of the proposed Alterations at least ten (10) days prior to commencement of the Alterations and complies with all of the following provisions, except that Tenant shall not e required to obtain Landlord's approval of any plans or improvements specifications therefor). Any such 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) in compliance with plans and specifications approved (which approval shall not be unreasonably withheld or delayed) by Landlord; (iii) in compliance with the construction roles and regulations promulgated by Landlord from time to 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 and necessitated by Tenant's work); and (v) subject to all conditions which Landlord may in Landlord's discretion impose. Such conditions may include requirements for Tenant to: (i) provide payment or performance bonds or additional insurance (from Tenant or Tenant's contractors, subcontractors or design professionals); (ii) use contractors or subcontractors designated by Landlord; and (iii) remove all or part of the Alterations prior to or upon expiration or termination of the Term, as designated by Landlord. If any work outside the Premises, or any work on or adjustment to any of the Building Systems, is required in connection with or as a result of Tenant's work, such work shall be performed at Tenant's expense by contractors designated by Landlord. Landlord's right to review and approve (or withhold approval of) Tenant's plans, drawings, specifications, contractor(s) and other aspects of construction work proposed by Tenant is intended solely to protect Landlord, the Property and Landlord's interests. No approval or consent by Landlord shall be deemed or construed to be a representation or warranty by Landlord as to the adequacy, sufficiency, fitness or suitability thereof or compliance thereof with applicable Laws or other requirements. Except as otherwise provided in Landlord's consent, all Alterations shall upon installation become part of the realty and be the property of Landlord. 6.2 Before making any Alterations, Tenant shall submit to Landlord for Landlord's prior approval reasonably detailed final plans and specifications prepared by a licensed architect or engineer, a copy of the construction contract, including the name of the contractor and all subcontractors proposed by Tenant to make the Alterations and a copy of the contractor's license. Tenant shall reimburse Landlord upon demand for any expenses incurred by Landlord in connection with any Alterations made by Tenant, including reasonable fees charged by Landlord's contractors or consultants to review plans and specifications prepared by Tenant and to update the existing as-built plans and specifications of the Building to reflect the Alterations. Tenant shall obtain all applicable permits, authorizations and governmental approvals and deliver copies of the same to Landlord before commencement of any Alterations. 6.3 Tenant shall keep the Premises and the Property free and clear of all liens arising out of any work performed, materials furnished or obligations incurred by Tenant. If any such lien attaches to the Premises or any part thereof (includingthe Property, without limitation, any initial improvements that may be constructed by and Tenant in does not cause the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not same to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentencereleased by payment, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) bonding or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) days after the attachment thereof, Landlord shall have the right but not the obligation to cause the same to be released, and any sums expended by Landlord in connection therewith shall be payable by Tenant on demand with interest thereon from the date of expenditure by Landlord at the Interest Rate (as defined in Section 15.2 - Interest). Tenant shall give Landlord at least ten (10) days' notice prior to the commencement of any Alterations and cooperate with Landlord in posting and maintaining notices of non-responsibility in connection therewith. 6.4 Subject to the provisions of Section 5 - Use and Compliance with Laws and the foregoing provisions of this Section, Tenant may install and maintain furnishings, equipment, movable partitions, business days of Landlord’s receipt thereof; equipment and other trade fixtures ("Trade Fixtures") in the Premises, provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval the Trade Fixtures do not become an integral part of the plans and specificationsPremises or the Building. Landlord may also require, as a condition Tenant shall promptly repair any damage to its consent to the Premises or the Building caused by any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion installation or removal of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Trade Fixtures.

Alterations. 8.1 Tenant shall not (a) Not to alter, divide, cut, maim, injure or remove any of the principal or load bearing walls, floors, beams or columns of or enclosing the Demised Premises nor to make any alterations, additions, modifications other alterations or improvements in additions of a structural nature to any part of the Demised Premises (either internally or externally). (b) Not to erect any new building or structure (including any mezzanine or similar structure) on the Demised Premises or any part thereof of it nor to unite the Demised Premises or any part of it with any other property nor to demolish the Demised Premises or any part of it. (including, without limitation, c) Not to make any initial improvements that may be constructed by Tenant change in the Premises prior existing design or appearance of the exterior of the Demised Premises. (d) Not to first commencing business operations in make any alterations or additions to the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s fixtures and fittings nor to any of the Conduits without obtaining the prior written consentconsent of the Landlord (which consent shall not be unreasonably withheld or delayed). (e) Not to make any alterations or additions of a non-structural nature to the Demised Premises without obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld. The distribution . (f) Not to affix to the outside of electrical outlets throughout the open space in Demised Premises any bracket, aerial, fixture, wire or other apparatus for radio-diffusion, wireless television or telephone without obtaining the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s written consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements its written approval of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems location and method of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows:affixing. (ag) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to The Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also requiremay, as a condition to its of giving any such consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASpunder clause 4.13(d), 4.13(e), or 4.13(f), require the Tenant to enter into such covenants as the Landlord shall require regarding the execution of any such works and the reinstatement of the Demised Premises at the end or sooner determination of the Term. (h) If any alterations or additions to or within the Demised Premises result in a variation of the reinstatement cost of the Demised Premises from the said cost prior to such alterations or additions then the Tenant shall: (i) give notice in writing to the Landlord forthwith of the variation in value so caused to enable the Landlord to alter the insurance cover in respect of the Demised Premises; and (ii) pay or reimburse to the Landlord any shortfall of insurance cover caused by a failure to comply with the requirements in clause 4.13(h)(i). The Tenant agrees that following notice under clause 4.13(h)(i) notifying the completion variation of such Alterations, such architect the reinstatement cost shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant only be sufficient notice if it refers to California Civil Code section 55clause 4.13(h)(i).

Alterations. 8.1 (a) Tenant shall not make or perform any alterations, additions, modifications additions or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to without first obtaining the prior written consent of Landlord in each instance, which Landlord consents consent shall not be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlordunreasonably withheld, for conditioned, or delayed; provided, however, Landlord’s prior written approvalconsent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (1) is of a cosmetic nature such as painting, complete plans wallpapering, hanging pictures, and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(sinstalling carpeting; (2) and engineer(sis not visible from the exterior of the Premises or Building; (3) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall will not adversely affect the basic Building shell Systems, Common Areas or any systems, components or elements structure of the Building; and (4) costs less than $50,000.00 in the aggregate. Tenant shall give Landlord not less than five (5) Business Days’ notice prior to performing any Cosmetic Alteration, which notice shall contain a description of such Cosmetic Alteration along with such plans and specifications, if any, prepared in connection therewith. Without limiting the foregoing, all such Cosmetic Alterations shall be subject to all of the terms and conditions of this Section 7.3. Prior to making any Alterations, Tenant, at its expense, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof(i) excepting only for Cosmetic Alterations, and shall be otherwise satisfactory submit to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s for its approval, detailed plans and specifications (“Plans”) for such proposed Alteration, and with respect to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided Alteration affecting any Building System, evidence that ▇the proposed Alteration has been designed by, or reviewed and approved by, L▇▇▇▇▇▇▇’s non-response shall designated engineer for the affected Building System, (ii) obtain all building permits and other required permits, approvals and certificates required by any governmental authorities for the proposed Alteration, and furnish copies thereof to Landlord, and (iii) furnish to Landlord duplicate original policies or certificates of worker’s compensation insurance (covering all persons to be deemed disapproval of the plans employed by Tenant, and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant T▇▇▇▇▇’s contractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) insurance and Builder’s Risk coverage, all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, L▇▇▇▇▇▇▇’s managing agent, and any Mortgagee as additional insureds. Landlord shall respond to any request by Tenant for Landlord’s approval of any proposed Alterations be certified within ten (10) days of receipt of such request. (b) Tenant shall obtain all building permits and other approvals required by applicable Laws for all Alterations. In addition, Tenant shall, as a Certified Access Specialist and when required, promptly obtain certificates of inspection or approval of such Alterations as and to the extent required by any governmental authority. Not later than thirty (CASp30) days after issuance of such permits or approvals, Tenant shall deliver copies thereof to Landlord. In addition, not later than thirty (30) days after completion of each Alteration, Tenant shall deliver “as-built” Plans for such Alteration prepared on an AutoCAD Computer Assisted Drafting and Design System (or such other system or medium as Landlord may reasonably require), using such naming conventions as Landlord may reasonably require, and that following the completion computer media of such record drawings and specifications in a format acceptable to Landlord. (c) All Alterations shall be performed (a) in a good and workmanlike manner and free from defects, (b) excepting only with regard to Cosmetic Alterations, substantially in accordance with the Plans approved by Landlord, (c) by contractors, subcontractors, engineers and vendors approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, and (d) in compliance with all Laws, the terms of this Lease and all construction rules, procedures and regulations adopted from time-to-time by Landlord. All materials and equipment shall be of first quality and at least equal to the then-applicable standards for the Building adopted from time-to-time by Landlord in its reasonable discretion, and no such architect materials or equipment (other than Tenant’s Property) shall certify be subject to any lien or other encumbrance. Upon request, Landlord will provide Tenant with a list of pre-approved contractors. The performance of all Alterations shall be subject to the supervision and oversight of Landlord and L▇▇▇▇▇▇▇’s managing agent. (d) Tenant shall (a) install and maintain occupancy sensors on all overhead light fixtures so that they automatically switch off when an area is unoccupied, and (b) install and maintain occupancy sensors on all built-in or fixed task lighting fixtures so that they automatically switch off when an area is unoccupied. Such sensors may be installed with manual overrides for areas that are customarily occupied, such as individual offices and conference rooms. (e) Tenant, at its expense, shall discharge and release any lien, encumbrance, or charge recorded or filed against the Building and/or the Property in connection with any work performed or claimed to have been performed by or on behalf of Tenant, or materials or services furnished or claimed to have been furnished to, Tenant, within ten (10) days after T▇▇▇▇▇’s receipt of notice thereof. Such discharge shall be affected by discharge whether by payment or filing of a bond in accordance with applicable Laws. If Tenant fails to do so, Landlord may bond, insure over or otherwise discharge the lien. In such event, Tenant shall reimburse Landlord, as Additional Rent, on demand, for all costs and expenses incurred by Landlord, including, without limitation, bonding costs and reasonable attorneys’ fees. (f) Tenant shall not employ, or permit the employment of, any contractor, mechanic or laborer, or permit any materials to be delivered to or used in the Premises as meeting and/or the Building, if, in Landlord’s sole judgment, such employment, delivery or use will interfere or cause any conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Building and/or the Building by Landlord, Tenant or others. If such interference or conflict occurs, upon L▇▇▇▇▇▇▇’s request, Tenant shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately. (g) Tenant shall reimburse Landlord, within thirty (30) days after delivery of an invoice therefor, for all commercially reasonable third party out-of-pocket costs actually incurred by Landlord in connection with Alterations performed by or on behalf of Tenant, including costs incurred in connection with (a) Landlord’s review of Plans (including review of requests for approval thereof) and/or supervision of performance of the Alteration, and (b) the provision of Building personnel during the performance of any Alteration other than during Normal Business Hours, to operate elevators or otherwise to facilitate Tenant’s Alterations. In addition, if the cost of any Alterations proposed by T▇▇▇▇▇ exceed $50,000.00, Tenant shall pay to Landlord or Landlord’s managing agent, a construction supervision fee in an amount equal to four percent (4%) of the total project cost in connection therewith. At Landlord’s request, Tenant shall deliver to Landlord reasonable supporting documentation evidencing the hard and soft costs incurred by Tenant in designing and constructing any Alterations. (h) Tenant shall provide notice to Landlord prior to moving any heavy machinery, heavy equipment, freight, bulky matter or fixtures into or out of the Building and shall pay to Landlord any costs actually incurred by Landlord in connection therewith. If such equipment requires special handling, T▇▇▇▇▇ agrees (a) to employ only persons holding all necessary licenses to perform such work, (b) all work performed in connection therewith shall comply with all applicable Laws, and (c) such work shall be done only during hours designated by Landlord. (i) The approval of Plans, or consent by Landlord to the making of any Alterations, shall not constitute Landlord’s representation that such Plans or Alterations comply with any Laws. Landlord shall not be liable to Tenant or any other party in connection with L▇▇▇▇▇▇▇’s approval of any Plans, or L▇▇▇▇▇▇▇’s consent to Tenant’s performing any Alterations. If and to the extent arising out of or resulting from any Alterations made by or on behalf of Tenant, Landlord is required by an order or directive of a governmental authority to make any alterations or improvements to any part of the Building and/or the Building in order to comply with an applicable Law, Tenant shall pay, as Additional Rent, all costs and expenses incurred by Landlord in connection with such alterations or improvements. (j) In connection with the performance of any Alterations, Tenant (or Tenant’s contractor) shall develop and implement an indoor air quality management plan for the construction and preoccupancy phases (to the extent applicable) of the Building and the Premises (the “Construction Indoor Air Quality Management Plan”). All Alterations performed by or on behalf of Tenant shall meet or exceed the requirements set forth in the Construction Indoor Air Quality Management Plan. During any construction, Tenant shall cause all of its contractors and subcontractors to, at a minimum, satisfy the following requirements: (a) satisfy the then-related accessibility applicable standards pursuant and requirements outlined by the Sheet Metal and Air Conditioning National Contractors’ National Association (SMACNA) “Indoor Air Quality Guidelines for Occupied Buildings under Construction, 2nd Edition 2007, ANSI/SMACNA 008-2008” (Chapter 3); (b) in the event air handlers are used during construction, use MERV 8 filtration media at each return air grill as determined by ASHRAE 52.2-1999; (c) replace all filtration media prior to California Civil Code section 55occupancy; and (d) protect stored on-site and installed absorptive materials from moisture damage. (k) In connection with the performance of any Alterations, Tenant (or Tenant’s contractor) shall develop and implement a construction waste management plan that identifies materials to be diverted from disposal and whether the materials will be sorted on-site or commingled. Such construction waste management plan must require, at a minimum, that Tenant or Tenant’s contractor recycle and/or salvage at least seventy-five percent (75%) of construction, demolition and packing debris by volume. (l) In connection with the performance of any Alterations, Tenant (or Tenant’s contractor) shall use products meeting the following criteria: (a) adhesives, sealants and sealant primers that do not exceed VOC content limits of South Coast Air Quality Management District Rule #1168 and aerosol adhesives that do not exceed VOC content limits of Green Seal Standard GC-36; (b) interior paints and coatings that meet “Topcoat Paints: Green Seal Standard GS-11, Paints,” “Anti-Corrosive and Anti-Rust Paints: Green Seal Standard GS-03, Anti-Corrosive Paints” and “All Other Architectural Coatings, Primers and Undercoats: South Coast Air Quality Management District Rule 1113, Architectural Coatings;” (c) non-carpet finished flooring that is FloorScore-certified; (d) carpet that meets the CRI Green Label Plus testing program, is 100% recyclable and contains at least 50% recycled content; (e) carpet padding that meets the CRI Green Label testing and product requirements, is 100% recyclable and contains at least 50% recycled content; and (f) carpet adhesive that has less than 50g/L VOC.

Alterations. 8.1 Tenant shall not have the right to make any alterations, additions, modifications alterations or improvements in or physical additions (including fixtures) to the Leased Premises subject to the following limitations: (i) such alterations and additions will not impair the structural integrity of the Building, (ii) such alterations and additions will not affect the mechanical, electrical and plumbing systems of the Leased Premises so that they will bear a load in excess of that for which they were originally designed, (iii) such alterations and additions shall be accomplished in a good and workmanlike manner and in accordance with all applicable governmental requirements, (iv) Tenant obtains all applicable governmental permits and approvals required in connection with such alterations or additions; (v) Tenant shall deliver “as-built” plans in a CADD format for any part thereof alterations to Landlord promptly after completion and (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without vi) Landlord’s prior written consentapproval shall be obtained, such consent not to be unreasonably withheld. The distribution , conditioned or delayed, for any project with a cost of electrical outlets throughout the open space in the Premises (“greater than $150,000, provided, however if Landlord has not responded to Tenant’s Initial Alterations”request for approval within seven (7) as shown on Exhibit B attached hereto are hereby approvedbusiness days following its receipt of said request, Landlord will be deemed to have approved such request. Notwithstanding the preceding sentenceIf Tenant, in its sole discretion, elects to engage Landlord to provide construction management services related to any Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect alterations in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice pay Landlord a fee equal to ten percent (10%) of the cost to cover overhead if the work is less then $20,000 and five percent (5%) of such cost if the work is $20,000 or more. If Tenant does not elect to engage Landlord to provide construction management services related to any such Alterations to Landlord. All Alterations alterations in or to the Premises to which Landlord consents Project, Tenant shall be made by Tenant at Tenant’s sole required to pay Landlord an administrative fee of one and one-half percent (1.5%) of the cost and expense as follows: (a) Tenant shall submit to Landlord, of such alterations for Landlord’s prior written approval, complete plans review and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements oversight of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55alterations.

Alterations. 8.1 Tenant shall not make any no alterations, additionsinstallations, modifications changes or improvements additions in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto Project (collectively, “Alterations”) without Landlord’s prior written consent, which consent shall not be unreasonably withheld or conditioned. However, for jobs expected to cost in excess of $500,000.00, Landlord may condition its consent on Tenant obtaining a lien and completion bond or some alternate form of security to ensure the lien free completion of such Alteration if such requirement is reasonably justified by the size of the job and Tenant’s then financial condition. Notwithstanding anything to the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises and other modifications to the Premises that do not require a permit (collectively, “Cosmetic Alterations”), without Landlord’s prior written consent, provided that the aggregate cost of any such consent alterations does not exceed $100,000.00 in any twelve (12) month period (except that such $100,000.00 limit shall not apply to painting or installation of new carpet), and further provided that such alterations do not (i) require any structural or other substantial modifications to the Premises, (ii) require any changes to, nor adversely affect, the systems and equipment of the Project (including, without limitation, the sprinkler system), or (iii) affect the exterior appearance of the Project. Tenant shall give Landlord at least fifteen (15) days prior notice of such Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Section 9(c). Any Alterations approved by Landlord must be performed in accordance with the terms hereof, using only contractors or mechanics reasonably approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be unreasonably withheldprepared and submitted by Tenant at its sole cost and expense. The distribution of electrical outlets throughout If Landlord fails to disapprove a proposed Alteration within ten (10) days after Tenant delivers a written request to approve the open space in the Premises (“Tenant’s Initial Alterations”) same together with plans and specifications as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentencedescribed above, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior send Landlord written notice of any such Alterations failure and if Landlord still fails to respond within five (5) days after Tenant’s proper delivery of such notice, such Alteration shall be deemed approved by Landlord. All Alterations in or to the Premises to which Landlord consents Tenant shall be made by Tenant at Tenant’s its sole cost and expense as follows: (a) obtain all necessary approvals and permits pertaining to any Alterations. Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for cause all work Alterations to be done by ▇▇▇▇▇▇. Such plans performed in a good and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved workmanlike manner, in writing by Landlord, shall comply conformance with all applicable codesfederal, state, county and municipal laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in pursuant to a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereofvalid building permit, and shall be otherwise satisfactory to Landlord in conformance with Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans construction rules and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55regulations.

Alterations. 8.1 (a) Except for non-structural Alterations that (i) do not exceed One Hundred Thousand and 00/100 Dollars ($100,000.00), (ii) are not visible from the exterior of the Premises, (iii) do not affect any Building System, the roof, or the structural strength of the Building (iv) do not require penetrations into the floor, ceiling or walls, and (v) do not require work within the walls, below the floor or above the ceiling, Tenant shall not make or permit any alterations, additions, modifications or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for without first obtaining Landlord’s prior written approvalconsent, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely unless such alterations affect the basic Building shell or any systems, components or structural elements of the Building, shall be in the Common Areas or Building Systems, or would otherwise require a form sufficient building permit. With respect to secure any Alterations made by or on behalf of Tenant (whether or not the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Alteration requires Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications consent): (and to any resubmittal of plansi) within not less than ten (10) business days of prior to commencing any Alteration, Tenant shall deliver to Landlord for Landlord’s receipt thereofreview and approval the plans, specifications and necessary permits for the Alterations (the “Alteration Plans”), together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming the Landlord Additional Insureds, as their interests may appear, as additional insureds; provided that ▇▇▇▇▇▇▇▇(ii) Tenant shall obtain Landlord’s non-response prior written approval of any contractor or subcontractor, which such approval shall not be unreasonably withheld, conditioned or delayed; (iii) the Alteration shall be deemed disapproval of constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specificationsspecifications delivered to, and, if required above, approved by Landlord; (iv) the Alteration shall be performed in accordance with Landlord’s reasonable requirements relating to sustainability and energy efficiency; and (v) upon Landlord’s request Tenant shall, prior to commencing any Alteration, provide Landlord reasonable security against liens arising out of such construction. Landlord may also require“Alteration(s)” means any addition, alteration or improvement to the Premises or Property including Tenant’s Improvements and FFE (as a condition to its consent to any Alterations, that any architect retained defined below). Any Alteration by Tenant in connection with shall be 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 become the property of Landlord unless Landlord gives notice to Tenant at the time Landlord approves such Alterations be certified as a Certified Access Specialist Alteration or if Landlord’s approval is not required at least four (CASp)4) months prior to the Expiration Date, and provided that following the completion if this Lease is terminated earlier then no advance notice is required, to remove any of such Alterations, such architect shall certify in which event Tenant will remove them, will repair any resulting damage and will restore the Premises as meeting to the condition existing prior to Tenant’s installation of such Alteration(s), all applicable construction-related accessibility standards pursuant to California Civil Code section 55in accordance with the terms of Section 21(a) below.

Alterations. 8.1 A. Tenant shall not have the right to make any alterations, additions, modifications or improvements in or alterations of and additions to the Premises Improvements (including alterations arising due to casualty or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premisescondemnation), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, provided in all cases that no Events of Default exist hereunder and such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant alterations shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlordnot reduce the gross square footage of the Improvements, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s(b) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell structural or systemic soundness of the Improvements, (c) not adversely affect the fair market value of the Demised Premises, (d) be undertaken with due diligence in a good and workmanlike fashion consistent with the first class nature of the Demised Premises, (e) not violate any law, regulation, restriction or requirements of this Lease, and (f) shall, in the case of alterations, the estimated cost of which exceeds $1,000,000, be under the supervision of architects/engineers reasonably satisfactory to Landlord and any mortgagee pursuant to plans and specifications reasonably approved by Landlord and any mortgagee. Tenant shall deliver to Landlord "as built" working drawings of any alteration within sixty (60) days of completion of construction thereof. B. The cost of any alteration shall be paid for by Tenant so that the Demised Premises and all portions thereof shall at all times be free of liens for labor and materials supplied to the Demised Premises. The work of any alteration shall be prosecuted with reasonable dispatch. Tenant shall obtain and maintain, at its sole cost and expense, during the performance of such work, worker's compensation insurance covering all persons employed in connection with the work and with respect to which death or injury claims could be asserted against Landlord or Tenant or against the Demised Premises or any systemsinterest therein, components together with comprehensive general liability insurance for the mutual benefit of Landlord and Tenant with limits of not less than Three Million Dollars ($3,000,000) in the event of injury to one person, Ten Million Dollars ($10,000,000) in respect to any one accident or elements of occurrence, and Two Million Dollars ($2,000,000) for property damage, and "builder's risk" insurance on a completed value form or other comparable coverage on the Building, work. All such insurance shall be in a form sufficient company or companies authorized to secure do business in the approval state in which the Demised Premises are located and rated A-XIII by A.M. Best's insurance ratings or other comparable and nationally recognized rating entity, and all such policies of all government authorities insurance shall be delivered to Landlord endorsed "Premium Paid" by the company or agency issuing the same prior to the start of any such construction. C. No change, alteration, restoration or new construction shall be in or connect the Improvements with jurisdiction over any property, building or other improvement located outside the approval boundaries of the Land, nor shall the same obstruct or interfere with any existing easement. D. Tenant shall notify Landlord in writing 30 days prior to commencing any alterations, additions or improvements to the Demised Premises which have been approved by Landlord so that Landlord shall have the right to record and post notices of nonresponsibility on the Demised Premises. E. All improvements and alterations made or installed by Tenant shall immediately, upon completion or installation thereof, become the property of Landlord without payment therefor by Landlord, and shall be otherwise satisfactory surrendered to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval on the expiration of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion term of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55this Lease.

Alterations. 8.1 Tenant Lessee shall not make any alterations, additions, modifications or improvements in or alterations to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent of the City which consent shall not to be unreasonably withheld. The distribution of electrical outlets throughout the open space City shall be deemed to have reasonably withheld or withdrawn consent unless each and every proposed alteration (i) shall not, individually or in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding aggregate, lessen the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements fair market value of the Project Premises or materially affect the usefulness of the Premises, either for Lessee’s business or the mechanicalbusiness of potential successor tenants, electrical(ii) be accompanied by all final plans and specifications with any deviation therefrom constituting a separate alteration subject to this Section 10, plumbing(iii) be constructed by a California licensed contractor and under the direction of a California licensed architect satisfactory to the City, utility or life safety systems and (iv) once consented to by the City, shall be completed expeditiously in a good and workmanlike manner, with first class quality materials, and in compliance with all applicable legal and insurance requirements, (v) shall be constructed in strict compliance with the additional conditions set forth in Section 10.4 hereof, and (vi) shall become a “Lessee Improvement” and part of the ProjectPremises and subject to this Lease, but Tenant provided, at the City’s option, Lessee shall give prior written notice of remove any such Alterations to Landlord. All Alterations in or to alteration and restore the Premises to their condition prior to the making of same, normal wear and tear excepted, upon the expiration or earlier termination of the term hereof. The City shall exercise its option by 30 days’ notice given no later than 30 days after such expiration or termination and, if Lessee has not so removed and restored within 30 days after the City gives said notice, Lessee shall pay the City upon demand the reasonable rental value of the Premises during the period beginning with the date immediately following said 30 days after the City gives its notice and ending with the date upon which Landlord consents the removal and restoration is completed and the City may, but shall not be made by Tenant at Tenant’s sole cost obligated to, remove such alteration and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans restore the Premises and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications ▇ also shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect pay the basic Building shell or any systems, components or elements City its cost of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55same upon demand.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications or improvements in or alterations to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or to the mechanicalProject, electricalincluding any changes to the existing landscaping, plumbingwithout Landlord's prior written consent. If Landlord gives its consent to alterations, utility Landlord may post notices in accordance with the laws of the state in which the premises are located. Any alterations made shall remain on and be surrendered with the Premises upon expiration or life safety systems termination of this Lease, except that Landlord may, within 30 days before or 30 days after expiration of the term, elect to require Tenant to remove any alterations which Tenant may have made to the Premises. If Landlord so elects, at its own cost Tenant shall restore the Premises to the condition designated by Landlord in its election, before the last day of the term or within 30 days after notice of its election is given, whichever is later. Should Landlord consent in writing to Tenant's alteration of the Premises, Tenant shall contract with a contractor approved by Landlord for the construction of such alterations, shall secure all appropriate governmental approvals and permits, and shall complete such alterations with due diligence in compliance with plans and specifications approved by Landlord. All such construction shall be performed in a manner which will not interfere with the quiet enjoyment of other tenants of the Project, but . Tenant shall give prior written notice of any pay all costs for such Alterations to Landlord. All Alterations in or to construction and shall keep the Premises to and the Project free and clear of all mechanics' liens which Landlord consents shall be made may result from construction by Tenant at Tenant’s sole cost and expense as follows: (a) . Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or use any systems, components or elements portion of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant common areas in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following an alteration without the completion prior written consent of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Landlord.

Alterations. 8.1 Except for non-structural Alterations that (i) do not exceed $40,000 in the aggregate, (ii) are not visible from the exterior of the Premises, (iii) do not affect any Building System or the structural strength of the Building, (iv) do not require irreparable penetrations into the floor, ceiling or walls, (v) do not require work within the walls, below the floor or above the ceiling, (vi) do not require a permit and (vii) do not require a roof penetration, Tenant shall not make or permit any alterations, additions, modifications or improvements Alterations in or to the Premises without first obtaining Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any Alterations made by or on behalf of Tenant (whether or not the Alteration requires Landlord’s consent): (i) not less than 10 days prior to commencing any Alteration, Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord and any other associated or affiliated entity as their interests may appear as additional insureds, (ii) Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, (iii) the Alteration shall be constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, and (iv) Tenant shall reimburse to Landlord all costs and expenses incurred in connection with Landlord’s review of Tenant’s plans and specifications, and of any supervision or inspection of the construction Landlord deems necessary. Upon Landlord’s request Tenant shall, prior to commencing any Alteration, provide Landlord reasonable security against liens arising out of such construction, it being agreed that no additional security is required for Tenant’s Initial Alterations described below. Any Alteration by or on behalf of Tenant shall be the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall, at Landlord’s option, either remain on the Premises and become the property of Landlord or be removed by Tenant, in which event Tenant will repair any resulting damage and will restore the Premises to the condition existing prior to Tenant’s Alteration. At Tenant’s request prior to any Alterations being performed by, for, or on behalf of, Tenant, Landlord will notify Tenant in writing whether Tenant is required to remove the specific Alteration(s) at the expiration or termination of this Lease. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that the installation and removal of them will not affect any structural portion of the Premises, any Building System or any part thereof other equipment or facilities serving the Building or any occupant. Notwithstanding any provision of this Lease to the contrary, Tenant shall not make or cause to be made any roof penetration on the Premises which would affect the roof warranty, and Tenant shall not make or cause to be made any roof penetration without use of Landlord’s designated roof contractor. Notwithstanding the foregoing, Landlord approves Tenant’s plans of initial alterations, as depicted on the floor plan attached hereto as Exhibit F (the “Initial Alterations”) and Tenant’s use of Iron Construction as the general contractor; provided, however, Tenant shall obtain and comply with all permits and approvals necessary for the Initial Alterations and Tenant shall construct the Initial Alterations substantially in compliance with the plans attached hereto as Exhibit F. Tenant’s Initial Alterations shall be performed pursuant to this Section 12. Landlord also approves Tenant’s intention to convert the unfinished warehouse/storage area located in the Building to improved office space, at a later date during the Term, if at all; provided, however, (i) Tenant shall be required to obtain Landlord’s prior written consent to plans for such conversion, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) Tenant shall obtain and comply with all permits and approvals necessary for such conversion, and (iii) Tenant shall make the conversion in compliance with the plans therefor converting the warehouse space into office space with similar characteristics as the existing office space, with such plans reasonably approved by Landlord (the “Warehouse Conversion”). Upon the delivery of (i) evidence of the completion of the Warehouse Conversion evidenced by proof of the final inspection and approval of the Warehouse Conversion by the appropriate governmental agency of the City of Sunnyvale, California and (ii) delivery of final lien waivers from all contractors and suppliers of materials for the Warehouse Conversion, Landlord shall, within thirty (30) days of receipt thereof, deliver to Tenant one hundred thousand dollars ($100,000.00) (the “Allowance”) to reimburse Tenant for its third party out-of-pocket costs (including, without limitation, any initial improvements that may be constructed governmental permit fees) incurred for the Warehouse Conversion. Any and all costs incurred by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements excess of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to Allowance are ▇▇▇▇▇▇’s plans and specifications obligation. If Landlord fails to deliver the Allowance to Tenant within thirty (and to any resubmittal of plans30) within ten (10) business days of LandlordTenant’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of separate written demand therefore, along with the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp)foregoing required documentation, and that following provided Landlord has not notified Tenant of any objection to the completion of Allowance submittal invoices or the foregoing required documentation or dispute relating thereto, then Tenant shall have the right to offset such Alterations, such architect shall certify unpaid amount against Tenant’s obligation to pay Rent until the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Allowance is exhausted in full.

Alterations. 8.1 Tenant shall not may, from time to time, at its expense, make any alterations, additions, modifications alterations or improvements in or and to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior hereinafter collectively referred to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, as “Alterations”; provided that this term shall not apply to the Tenant Improvements, which are governed by other provisions), without provided that Tenant first obtains the written consent of Landlord’s prior written consent, such consent which shall not to be unreasonably withheld, delayed or conditioned. The distribution All of electrical outlets throughout the open space in following shall apply with respect to all Alterations: (a) the Alterations are non-structural and the structural integrity of the Premises shall not be affected; (“Tenant’s Initial Alterations”b) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements proper functioning of the Project or the Premises, or the mechanical, electrical, plumbingheating, utility or life safety ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Project, but Premises shall not be adversely affected; and (c) Tenant shall give prior written notice of any such Alterations have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations. All Alterations in or to the Premises to which Landlord consents Additionally, before proceeding with any Alterations, Tenant shall be made by Tenant (i) at Tenant’s sole cost expense, obtain all necessary governmental permits and expense as follows: certificates for the commencement and prosecution of Alterations; (aii) Tenant shall if Landlord’s consent is required for the planned Alteration, submit to Landlord, for Landlord’s prior its written approval, complete working drawings, plans and specifications and all permits for all the work to be done by ▇▇▇▇▇▇. Such plans and specifications Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required), , which shall not be unreasonably withheld, delayed or conditioned, and which shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell given or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) declined within ten (10) business days days. If Landlord declined to give its consent Landlord shall provide the reasons with reasonably specificity, and Tenant may resubmit a request for approval which addresses such reasons, which shall again but subject to the above-referenced 10-day provision; and (iii) cause any contractors or others engaged to perform the 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 above) and workers’ compensation insurance. Such insurance policies shall satisfy the obligations imposed under Section 10. Tenant shall cause the Alterations to be performed in compliance with all applicable permits, Laws and requirements of public authorities, and any other reasonably restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to be 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 Premises established by Landlord. With respect to any and all Alterations for which Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇consent is required, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, copies of paid invoices and final lien waivers. If Landlord’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any AlterationsAlterations is required, and Landlord provides that any architect retained by consent, then at the time Landlord so consents, Landlord shall also advise Tenant in connection with whether or not Landlord shall require that Tenant remove such Alterations be certified as a Certified Access Specialist (CASp), and that following at the completion expiration or termination of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55this Lease.

Alterations. 8.1 Tenant shall not make or suffer or allow to be made any alterations, additions, modifications additions or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), ) without first obtaining Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“based on detailed plans and specifications submitted by Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without ; provided Landlord’s consent only will not be required if (a) the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it proposed Alterations will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, structure or the mechanical, electrical, plumbingHVAC, utility plumbing or life safety systems of the ProjectBuilding and (b) the total cost to acquire and install the proposed Alterations will be no more than (i) $15,000.00 in any one instance and (ii) $25,000.00 in the aggregate during any calendar year. In all other instances where Landlord’s consent is so required, but it may be granted or withheld by Landlord in its sole and absolute discretion. In all events, Tenant shall give notify Landlord prior written notice to commencing Alterations other than de minimis Alterations, and Landlord shall have the right, at Landlord’s election, to supervise the Alterations work. Tenant agrees that all such work (regardless of any such Alterations to whether Landlord. All Alterations in or to the Premises to which Landlord consents ’s consent is required) shall be made by Tenant done at Tenant’s sole cost and expense as follows: (a) expense, in accordance with the plans and specifications approved by Landlord and in a good and workmanlike manner, that the structural integrity of the Building shall not be impaired, and that no liens shall attach to all or any part of the Premises, the Building, or the Property by reason thereof. In addition to the foregoing, Tenant shall submit agrees to pay to Landlord, for as Additional Rent, Landlord’s prior written approval, complete reasonable costs and expenses paid or incurred in connection with Landlord’s review of plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretionproject supervision relating to Tenant’s design and installation of Alterations at the Premises. Landlord Tenant shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also requireobtain, as a condition to at its consent to any Alterationssole expense, that any architect retained by Tenant in connection with all permits required for such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55work.

Alterations. 8.1 (a) Tenant shall not make any alterations, additions, modifications or improvements alteration in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent of Landlord which consent shall not to be unreasonably withheld, conditioned or delayed. The distribution If alterations requested by Tenant are made by Landlord, Tenant shall pay Landlord within 15 days of electrical outlets throughout demand the open space cost therefor plus a 10% Surcharge. If Landlord gives its consent to the making of alterations by Tenant, all such work shall be done in accordance with such requirements and upon such conditions as Landlord, in its sole discretion, may impose. Any review or approval by Landlord of any plans or specifications with respect to any alteration is solely for Landlord’s benefit, and without any representation or warranty whatsoever to Tenant with respect to the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approvedadequacy, correctness or efficiency thereof or otherwise. Notwithstanding anything to the preceding sentencecontrary contained herein, Tenant may make such Alterations without Landlord’s consent only if shall not be required for alterations requested by Tenant that do not exceed $10,000.00 to complete and that do not materially affect the total cost is Twenty-Five Thousand Dollars ($25,000.00) Building’s equipment, facilities, systems or less structural components and it will that are not affect in any way visible from the structural, exterior, entry or roof elements of the Project Common Areas or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements exterior of the Building, provided Tenant delivers Landlord reasonable prior notice of such work and provided further that all such work shall otherwise be done in a form sufficient to secure the approval of accordance with this Section and upon such conditions as Landlord may reasonably determine. (b) Tenant shall defend, indemnify and save harmless Landlord from and against any and all government authorities with jurisdiction over the approval thereofmechanics’ and other liens and encumbrances filed by any person claiming through or under Tenant, including security interests in any materials, fixtures, equipment or any other improvements or appurtenances installed in and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval constituting part of the plans Premises and specifications. Landlord may also requireagainst all costs, as a condition to its consent to any Alterations, that any architect retained by Tenant expenses and liabilities (including reasonable attorneys’ fees) incurred in connection with any such Alterations be certified as a Certified Access Specialist (CASp), lien or encumbrance or any action or proceeding brought thereon. Tenant at its expense shall procure the satisfaction or discharge of record of all such liens and that following encumbrances within 20 days after the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55filing thereof.

Alterations. 8.1 (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 obligation to make any alterations in or 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, additions, modifications or improvements Alterations in or to the Premises or any part thereof the Building without the prior written consent of Landlord, which consent (including, without limitation, any initial improvements that a) may be constructed withheld or granted in Landlord’s sole and 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 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 Premises prior to first commencing business operations in the Premises)manner provided by applicable Law within twenty (20) days thereafter, or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense. 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 to construct or install the same. 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. 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, the roof of the Building, or any areas outside of the Premises shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the cost therefor is competitive). No construction supervision or administration fee shall be payable in respect of Tenant’s Work. In connection with any subsequent Alterations, 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, 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 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 so remove and correct such Alterations and restore the Premises and the Building to the condition prior to the Alteration. All Alterations to the Premises 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 follows: a part thereof at 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. 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 or anything to the contrary contained in 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) Tenant shall submit the improvements in the kitchen, any restrooms/showers and other improvements that are depicted in or similar to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done 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. Such plans Movable furniture, furnishings and specifications equipment shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect deemed to exclude without limitation any item the basic Building shell removal of which might cause material damage to the Premises or any systems, components or elements of 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 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 or by the Expiration Date (as the same may be in a form sufficient extended as herein provided) or the effective date of any earlier termination of this Lease. If such furniture, furnishings and equipment are not removed by Tenant prior to secure or by the approval expiration or earlier termination of all government authorities with jurisdiction over the approval thereofLease Term, and the same shall be otherwise satisfactory to Landlord in at Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall option be deemed disapproval abandoned or become the property of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection be surrendered with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting a part thereof; provided, however, that Landlord shall have the right at Tenant’s expense to remove from the Premises any or all applicable construction-related accessibility standards pursuant such items or to California Civil Code section 55require Tenant to do the same, 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.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit not make or cause or permit to be made any Alteration, unless such Alteration: (i) equals or exceeds the then-current standard for the Building, including the minimum performance criteria of all design and construction elements contributing to energy savings beyond the LEED baseline claimed in the whole building energy simulation per ANSI/ASHRAE/IESNA 90.l-2007, and utilizes only new and first-grade materials; (ii) is in conformity with Laws, and is made after obtaining any required permits and licenses; (iii) is made with the prior consent of Landlord, for Landlord’s prior written approvalwhich consent, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlordthe case of nonstructural, shall comply with all applicable codescosmetic Alterations such as carpeting or painting that have absolutely no impact or effect on the structure or the roof, lawsexterior, ordinancesmechanical, rules and regulationswater, shall not adversely affect the basic Building shell electrical, gas, plumbing, fire, life safety, HVAC, telephone, sewer or any systems, components other systems or elements facilities of the Building, shall be in given or denied within five (5) business days after receipt by Landlord of Tenant’s written request therefor, accompanied by a form sufficient reasonably detailed description of the change, addition or improvement to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory made; (iv) is made pursuant to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications approved in advance by Landlord or, if such Alteration does not require a building permit, is made pursuant to a description of such proposed work; provided, that Landlord may not charge Tenant a fee for the review of such plans and specifications or description; (v) is carried out by persons approved by Landlord, who, if required by Landlord, deliver to Landlord before commencement of their work proof of such insurance coverage as Landlord may reasonably require, with Landlord named as an additional insured; and (vi) is done only at such time and in such manner as Landlord may reasonably specify. Notwithstanding the foregoing to the contrary, Paragraphs 9.2(a)(iii), (iv) and (v) (only) shall not apply if (1) the cost of such Alteration does not exceed, in the aggregate, $10,000 in any resubmittal of planstwelve (12)-month period, (2) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval such Alteration is purely cosmetic and nonstructural in nature and does not affect or involve the roof, exterior or electrical, gas, plumbing, fire, life safety, HVAC or other systems or facilities of the plans Building (that is, painting, wall covering and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASpcarpet only), and that (3) Tenant gives Landlord at least five (5)-business days’ notice prior to making such Alteration. (b) Subject to Paragraph 17.1, any such Alteration (excluding only Tenant’s Property) shall immediately become and remain the property of Landlord, unless otherwise agreed by the Parties in writing prior to the installation of such Alteration. Tenant shall pay when due the entire cost of any such Alteration. Within thirty (30) days following the completion imposition of any lien resulting from any such AlterationsAlteration, Tenant shall cause such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant lien to California Civil Code section 55be released of record by payment of money or posting of a proper bond.

Alterations. 8.1 Tenant shall not make any alterations, improvements, ----------- additions, modifications installations, or improvements changes of any nature in or to the Premises or (any part thereof of the preceding, "Alterations") unless (including, without limitation, any initial improvements that may be constructed by i) Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without obtains Landlord’s prior 's written consent, (ii) Tenant complies with all conditions which may be imposed by Landlord, including but not limited to Landlord's selection of specific contractors or construction techniques and the requirements of the attached Exhibit "C", and (iii) Tenant pays to Landlord the reasonable costs and expenses ----------- of Landlord for architectural, engineering, or other consultants which reasonably may be incurred by Landlord in determining whether to approve any such consent not Alterations. At least 30 days prior to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial making any Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may shall submit to Landlord, in written form, proposed detailed plans of such Alterations. Tenant shall, prior to the commencement of any Alterations, at Tenant's sole cost, (i) acquire (and deliver to Landlord a copy of) a permit from appropriate governmental agencies to make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements conditions of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but which permit Tenant shall give comply with, at Tenant's sole cost, in a prompt and expeditious manner), (ii) provide Landlord with 10 days' prior written notice of the date the installation of the Alterations is to commence, so that Landlord can post and record an appropriate notice of non-responsibility, and (iii) obtain (and deliver to Landlord proof of) reasonably adequate workers compensation insurance with respect to any of Tenant's employees installing or involved with such Alterations to Landlord(which insurance Tenant shall maintain in force until completion of the Alterations). All Alterations in shall upon the expiration or earlier termination of the Term become the property of Landlord. Tenant shall pay all costs for Alterations and other construction done or caused to be done by Tenant and Tenant shall keep the Premises free and clear of all mechanics' and materialmen's liens resulting from or relating to any Alterations or other construction. Tenant may, at its election, contest the correctness or validity of any such lien provided that (a) immediately on demand by Landlord, Tenant procures and records a lien release bond, issued by a corporation satisfactory to Landlord and authorized to issue surety bonds in the state in which the Premises are located, in an amount equal to 150 percent of the amount of the claim of lien, which bond meets the requirements of California Civil Code Section 3143 or any successor statute, and (b) Landlord consents shall be made by may, at its election, require Tenant at Tenant’s sole cost to pay Landlord's attorneys' fees and expense as followscosts incurred in participating in such an action. Notwithstanding the provisions of Paragraph 23: (a) Tenant shall submit be entitled to make Alterations in or to the Premises, without the prior consent of Landlord, for Landlord’s prior written approvalso long as each of the same (i) do not exceed the sum of $5,000 in cost, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s(ii) and engineer(sdo not affect any structural or exterior portions of the Building or Premises, any Common Area, or other area outside of the Premises, or (iii) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall do not adversely affect the basic Building shell electrical, plumbing or HVAC systems or violate any systemsterm of this Lease. Notwithstanding that Landlord's consent shall not be required, components or elements Tenant shall comply with the other requirements of this Paragraph 23, including the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to requirement that Tenant give Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion advance written notice of such Alterations. (b) Tenant shall not be required to remove any alterations, additions, improvements or utility installations for which Tenant has obtained Landlord's consent, unless Landlord has indicated at the time of granting such architect consent, that such removal will be required at the end of the Lease term. (c) Tenant shall certify be entitled to remove any Alterations at the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55expiration or earlier termination of the Term provided Tenant repairs any damage caused by such removal.

Alterations. 8.1 Tenant shall not make or perform, or permit the making or performance of, any alterations, additionsinstallations, modifications improvements, additions or improvements other physical changes in or about the Leased Premises (referred to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, collectively as “Alterations”), ) without Landlord’s prior written consent.,. All plans, specifications and details for such Alterations, and all contractors performing the Alterations are subject to the prior written approval of Landlord. In the event Landlord grants such consent and permits Tenant to contract out such work, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant and performed in conformity with and subject to the following provisions: (i) all Alterations shall be made and performed at Tenant’s sole cost and expense and at such time and in such manner as follows: Landlord may reasonably from time to time designate; (aii) all Alterations shall be performed by adequately insured contractors approved by Landlord and in a good and workmanlike manner in accordance with all applicable Legal Requirements, and Tenant shall indemnify and hold harmless Landlord from and against any and all costs, expenses, claims, liens and damages to person or property resulting from the making of any such alterations, decorations, additions or improvements in or to the Leased Premises or the Building; (iii) no Alteration shall affect any part of the Building other than the Leased Premises or adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building; (iv) all business machines and mechanical equipment shall be placed and maintained by Tenant in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Building; (v) Tenant shall submit to Landlord, for Landlord’s prior Landlord reasonably detailed written approval, complete plans and specifications for each proposed alteration and shall not commence any such Alteration without first obtaining Landlord’s written approval of such plans and specifications; (vi) all work Alterations in or to the electrical facilities in or serving the Leased Premises shall be done by ▇▇▇▇▇▇. Such subject to the provisions of Section 5 relating to exceeding electrical capacity; (vii) notwithstanding Landlord’s approval of plans and specifications for any Alteration, all Alterations shall be prepared by responsible licensed architect(s) made and engineer(s) approved performed in writing by Landlord, shall comply full compliance with all applicable codes, laws, ordinances, rules Legal Requirements and regulations, shall not adversely affect in accordance with the basic Building shell or any systems, components or elements Rules and Regulations; and (viii) all materials and equipment to be incorporated in the Leased Premises as a result of the Building, all Alterations shall be in a form sufficient to secure the approval of all government good quality. If building or other permits from governmental authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to are required for any Alterations, that any architect retained by Tenant in connection with shall obtain such permits and deliver copies thereof to Landlord before work on such Alterations is begun. After any Alterations are completed, Tenant shall cause all required governmental inspections of the Alterations to be certified made and shall deliver to Landlord a copy of the inspection report and one complete set of the “as a Certified Access Specialist (CASp), and that following the completion of built” plans for such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55.

Alterations. 8.1 The Tenant shall not make any alterations, additions, modifications or improvements in or Alterations without complying with the following provisions: (a) The Tenant may make Alterations to the Demised Premises or any part thereof (including, other than Structural Alterations and Major Alterations without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, but with prior Notice to Landlord as to any Alterations costing in excess of Two Million Dollars ($2,000,000). The Landlord agrees that, to the extent that any proposed Structural Alterations or Material Alterations are described on Schedule “F” hereto, the Landlord hereby consents thereto. Structural Alterations and Major Alterations shall require the Landlord’s prior consent, which consent shall not be unreasonably withheld, delayed or conditioned unless such Structural Alterations or Major Alterations when completed may, in the Landlord’s opinion, acting reasonably and in good faith, reduce the value or impair the use of the Demised Premises in which case the Landlord’s consent may be arbitrarily withheld. (b) With its request for the Landlord’s consent to any Structural Alterations or Major Alterations, the Tenant shall submit to the Landlord details of the proposed Alterations including plans and specifications where applicable prepared by a qualified Architect, the estimated costs of such Structural or Major Alterations and such Alterations shall be completed materially in accordance with such plans and specifications once approved in writing by the Landlord. (c) Unless expressly authorized in writing by the Landlord to the contrary, all Structural Alterations shall be conducted under the supervision of an Architect retained by the Tenant and approved by the Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements name of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents supervising Architect shall be made by Tenant at Tenant’s sole cost and expense as follows: (aincluded with the request set out in Section 7.1(b) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55above.

Alterations. 8.1 5.2.1 Tenant shall not make any alterations, additions, modifications or improvements in or alterations to the Premises that affect the structure of the Building or any part thereof Building system (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility mechanical or life safety systems of the Projectsafety), but Tenant shall give or install any wall or floor covering without Landlord's prior written notice of any such Alterations to Landlord. All Alterations consent which may be withheld in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response 's sole discretion. With respect to any other alteration requested by ▇▇▇▇▇▇, Landlord's consent shall not be deemed disapproval unreasonably withheld. Should Landlord consent in writing to Tenant's alteration of the Premises, Tenant shall contract with a contractor approved by Landlord for the construction of such alterations (which contractor shall provide Landlord with such certificates of insurance as Landlord shall reasonably require, which certificates of insurance shall name both Landlord and Landlord's property manager as additional insureds), shall secure all appropriate governmental approvals and permits, and shall complete such alterations with due diligence in compliance with the plans and specificationsspecifications approved by Landlord. All such construction shall be performed in a manner which will not interfere with the quiet enjoyment of other tenants of the Building. Any such alterations, wiring, cables, or conduit installed by Tenant shall at once become part of the Premises and belong to Landlord except for removable machinery and unattached movable trade fixtures and attached lab equipment. Landlord may also requireat its option require that Tenant remove any alterations, as a wiring, cables or conduit installed by or for Tenant and restore the Premises to the original condition upon termination of this Lease. Landlord shall have the right to its consent to any Alterations, that any architect retained by Tenant post notices of non-responsibility in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following work being performed by ▇▇▇▇▇▇ in the completion of such Alterations, such architect Premises. Work by Tenant shall certify comply with all laws then applicable to the Premises. Tenant shall not allow any liens to attach to the Building or Tenant's interest in the Premises as meeting a result of its activities or any alterations. Landlord may perform alterations to or change the configuration of the Building and other common areas. 5.2.2 Throughout the term of the Lease and notwithstanding the provisions of Section 18 below, Landlord shall have a continuing right (but shall not be obligated) to make alterations and/or improvements to the common areas and any other portions of the Building for any purposes that Landlord deems necessary, in its reasonable business judgment, including, without limitation, alterations or improvements that will affect the operation, design, use or aesthetic of the Building. Landlord shall make reasonable efforts to complete all applicable construction-related accessibility standards pursuant such alterations and improvements so as to California Civil Code section 55minimize, to the extent feasible, disturbance to Tenant.

Alterations. 8.1 (a) Tenant shall not make any no alterations, additions, modifications improvements or improvements 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 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 Landlord in accordance with this Paragraph 12(c), 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 deemed “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 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 such work shall not impose any liability upon Landlord, 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 to the Premises, or in or to any portion of the Building, as a result of any Alterations to the Premises made by or for Tenant. All Alterations (other than trade fixtures), 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 Premises either by or for Tenant and affixed to or forming a part of the Premises, 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 installation or construction of said Alterations, Tenant shall remove or cause to be removed at its expense, upon the 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 remove any of the Tenant Improvements, data/voice cabling or any other initial improvements 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 Premises which requires Landlord’s consent, 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 may 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 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 have the right but not the 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, including attorneys’ fees incurred by Landlord, shall be paid by Tenant 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, Tenant shall 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 by applicable law, builders’ risk insurance for the amount of the completed value of the Alterations on an “all-risk” non-reporting form covering all Alterations under construction, including building materials, and Commercial General Liability insurance (including, without limitation, 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 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 the Premises prior to first commencing business operations in connection with its initial occupancy of the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55.

Alterations. 8.1 Tenant shall not 4.1 The full free right and liberty on giving 7 days prior written notice to enter upon the Premises to build on or into any dividing boundary or party walls or fences upon the Premises subject to all damage thereby occasioned being made good with all convenient speed by the person or persons exercising such right. 4.2 The full, free right and liberty to execute work and repairs and to make any alterations, additions, modifications or improvements in erections upon or to erect, rebuild or alter the Estate, the Building (exclusive of the Premises) and adjoining buildings and the erection of scaffolding notwithstanding that the execution of the said works and repairs may temporarily interfere with the occupation, use, amenity or enjoyment of the Premises and subject to any damage thereby occasioned made good at all convenient speed. 4.3 The full, free right and liberty to the Landlord at all reasonable times to enter upon the Premises to view the state and condition of and to repair and maintain the Building and nearby premises if the works required to be done upon same cannot otherwise be carried out in a reasonably practicable manner, acknowledging that the access of light and air enjoyed by the Premises or any part thereof (including, without limitation, may thereby be interfered with; and subject to any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or damage thereby occasioned to the Premises being made good at all convenient speed by the person exercising such rights. 4.4 To the Landlord and the Vendor the full, free right and liberty to which Landlord consents shall be made by Tenant at build upon or under, alter or develop or use in any manner (including the erection of scaffolding upon the Building) the Estate excluding the Premises and to authorise any present or future owner or occupier of the Estate to demolish., build or rebuild, alter or develop the buildings thereon or use the same in any manner provided same does not materially affect the Tenant’s sole cost use and expense as follows:enjoyment of the Premises and business carried on therein. 4.5 The full, free right and liberty after due notice (a) if the Tenant shall submit fail to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Buildingcovenants on the Tenant’s part relating to the repair, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereofmaintenance, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval upkeep, or layout of the plans and specifications. Landlord may also require, as a condition Premises) to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify enter the Premises for the purpose of carrying out such works as meeting all applicable construction-related accessibility standards pursuant are necessary to California Civil Code section 55ensure that such covenants are complied with in full.

Alterations. 8.1 Tenant shall not (a) Not to make any alterations, additions, modifications alterations or improvements in or additions to the Premises or to the Service Media or install any plant, equipment, apparatus or 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 (which consent shall not be unreasonably 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 partitioning 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 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). (d) Not without the Landlord’s prior written consent (which shall not be unreasonably withheld) to install additional locks, bolts or other fittings to the entrance doors of the 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 (includingwhich approval shall not be unreasonably withheld). (f) Not to do anything which alters or affects the external appearance of the Building or to make alterations or additions to the structure or (except for the permitted works to the Premises) other parts of the Building or, without limitation, the Common Parts. (g) In carrying out any initial improvements that may be constructed by Tenant in permitted works whatsoever to the Premises prior or anywhere within the Development to first commencing business operations observe and perform the provisions of Clause 3.2 (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 absolute discretion on the effect of such alteration, addition, installation or erection (as the case may be) on the efficiency of the use of energy and water in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in Building and/or the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Development.

Alterations. 8.1 2.5.1 Tenant shall not may make any alterations, additions, modifications additions or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding only with the preceding sentenceprior written consent of Landlord which, Tenant may make such Alterations without Landlord’s consent only if with respect to alterations not affecting the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements structural components of the Project Premises or the Premisesutility systems therein, shall not be unreasonably withheld, conditioned, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at delayed. 2.5.2 Tenant’s sole cost written request to Landlord for Alterations must include the names of Tenant’s contractors and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete reasonably detailed plans and specifications for proposed Alterations. 2.5.3 Landlord must respond to Tenant’s written request for Alterations within thirty (30) days of receiving said request. 2.5.4 The term “Alterations” does not include installation of shelves, movable partitions, Tenant’s equipment, and trade fixtures that may be performed without damaging existing improvements or the structural integrity of the Premises; Landlord’s consent shall not be required for Tenant’s installation or removal of such items. 2.5.5 Tenant shall perform all work related to be done by ▇▇▇▇▇▇. Such Alterations of the Premises at Tenant’s expense in compliance with all applicable laws and shall complete all Alterations in accordance with plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, using contractors approved in writing by Landlord. 2.5.6 Tenant shall comply with pay when due, or furnish a bond for payment of, all applicable codesclaims for labor or materials furnished to or for Tenant at or for use in the Premises, lawswhich claims are or may be secured by any mechanics’ or materialmens’ liens against the Premises or any interest therein. 2.5.7 Tenant shall remove all Alterations at the end of the Lease Term unless Landlord consents in writing for Tenant to leave specified Alterations at the Premises, ordinances, rules and regulations, in which case Tenant shall not adversely affect the basic Building shell or any systems, components or elements of the Building, remove such Alterations and they shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in become Landlord’s reasonable discretionproperty. Landlord Tenant shall respond immediately repair any damage to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55caused by removal of Alterations.

Alterations. 8.1 Tenant shall not make any alterations, additionsimprovements, modifications 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, in the reasonable exercise of its discretion and in accordance with the procedure outlined below; however, Landlord may withhold its consent to any Changes that would (a) adversely affect (in the sole discretion of Landlord) the Building’s Structure or the Building’s Systems (including restrooms or mechanical rooms), or (b) adversely affect (in the reasonable discretion of Landlord) (1) the provision of services to other occupants of the Property, (2) the exterior appearance of the Building, or (3) the 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, Tenant shall, at its sole expense, fully comply with the declarations and restrictions that apply to the Property, all applicable federal, state, and local laws, ordinances, and regulations (including the acquisition of permits and the payment of fees), 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, at its sole expense, promptly comply with any notice from any federal, state, or local authorities, relating to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, which is served upon it or upon Landlord, where caused either by Tenant’s use of the Premises or by any Changes made by Tenant. Tenant shall be in discharge or bond off any liens arising from any Changes made or other work done within the Premises by Tenant or under a form sufficient contract to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications which Tenant is a party within thirty (and to any resubmittal of plans30) within ten (10) business days of LandlordTenant’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval notice of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55filing thereof.

Alterations. 8.1 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 any alterations, additions, modifications additions or improvements other physical changes in or to about the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Subleased Premises), or attach any fixtures or equipment thereto other alterations to prepare the Subleased Premises for its use (collectively, “Alterations”"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 's) prior written consent, such which may be withheld in Sublessor's and/or Landlord's sole discretion. Sublessor will not unreasonably withhold its consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) Alterations so long as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty(i) are non-Five Thousand Dollars ($25,000.00) or less structural and it will do not affect in any way the structuralbuilding systems, exterior(ii) are performed by contractors approved by Sublessor and/or Landlord to perform such Alterations, entry or roof elements (iii) affect only the Subleased Premises and are not visible from outside of the Project Subleased Premises or the Building, (iv) do not affect the certificate of occupancy issued for the Building or the Subleased Premises, or (v) are consistent with the mechanicaldesign, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost construction and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements equipment of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to (vi) do not adversely affect any service furnished by Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant or Sublessor in connection with such Alterations be certified as a Certified Access Specialist the operation of the Building, (CASp), vii) are in compliance with all the terms of the Prime Lease and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards (viii) are consented to by Landlord pursuant to California Civil Code section 55the terms 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. 8.1 9.1. Tenant shall not make any alterations, additions, modifications additions or improvements in or to the Premises or engage in any part thereof construction, demolition, reconstruction, renovation or other work (includingwhether major or minor) of any kind in, at or serving the Premises ("Alterations"), without limitationobtaining Landlord's prior written consent, any initial improvements that not to be unreasonably withheld, conditioned or delayed taking into consideration Tenant’s Permitted Use, except Tenant may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), make without Landlord’s prior written consent, but upon at least ten (10) days’ prior notice to Landlord, except Tenant shall be entitled to make non-structural Alterations to the interior of the Premises (excluding the roof) without such consent, but upon at least ten (10) days’ prior notice to Landlord, provided that the cost thereof does not exceed an aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000.00) in any twelve (12) month period (collectively, “Cosmetic Alterations”). Notwithstanding the foregoing, Tenant will not do anything that could have a material adverse effect on the Building or life safety systems, without obtaining Landlord's prior written consent. Any such improvements, excepting movable furniture, trade fixtures and equipment, shall become part of the realty and belong to Landlord. All alterations and improvements shall be properly permitted and installed at Tenant's sole cost, by a licensed contractor, in a good and workmanlike manner, and in conformity with all Applicable Laws. Any alterations that Tenant shall desire to make and which require the consent of Landlord shall be presented to Landlord in written form with detailed plans. Tenant shall: (a) acquire all applicable governmental permits; (b) furnish Landlord with copies of both the permits and the plans and specifications at least thirty (30) days before the commencement of the work, and (c) comply with all conditions of said permits in a prompt and expeditious manner. Any alterations shall be performed in a workmanlike manner with good and sufficient materials. Upon completion of any Alterations, Tenant shall promptly upon completion furnish Landlord with a reproducible copy of as-built drawings and specifications for any Alterations. Notwithstanding the foregoing, this Section 9 shall not apply to Construction Work to be completed by the Prior Owner in accordance with the Purchase Agreement. 9.2. At least twenty (20) days prior to commencing any work relating to any Alterations requiring the approval of Landlord that have been so approved, Tenant shall notify Landlord in writing of the expected date of commencement. Tenant shall pay, when due, all claims for labor or materials furnished to or for Tenant for use in improving the Premises. Tenant shall not permit any mechanics' or materialmen's liens to be levied against the Premises arising out of work performed, materials furnished, or obligations to have been performed on the Premises by or at the request of Tenant. Tenant shall indemnify, save, defend (at Landlord's option and with counsel reasonably acceptable to Landlord) and hold Landlord Indemnitees from and against any and all Claims of any kind or nature that arise before, during or after the Term on account of claims of lien of laborers or materialmen or others for work performed or materials or supplies furnished for Tenant or its contractors, agents or employees. If Tenant fails to discharge or undertake to defend against such liability, upon receipt of written notice from Landlord of such failure, Tenant shall have fifteen (15) days (the "Defense Cure Period") to cure such failure by prosecuting such a defense. If Tenant fails to do so within the Defense Cure Period, then Landlord may settle the same and Tenant's liability to Landlord shall be conclusively established by such settlement provided that such settlement is entered into on commercially reasonable terms and conditions, the amount of such liability to include both the settlement consideration and the costs and expenses (including attorneys' fees) incurred by Landlord in effecting such settlement. In the event any contractor, agent or employee notifies Tenant of its intent to file a mechanics' or materialmen's lien against the Premises, Tenant shall promptly notify Landlord of such intention to file a lien or a lawsuit with respect to such lien. 9.3. Tenant shall repair any damage to the Premises caused by Tenant's removal of any property from the Premises. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if such space were otherwise occupied by Tenant. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 9.4. The Premises plus any Alterations, attached equipment, decorations, fixtures and trade fixtures; movable casework and related appliances; and other additions and improvements attached to or built into the Premises made by either of the parties (including all floor and wall coverings; paneling; sinks and related plumbing fixtures; attached benches; production equipment; walk-in refrigerators; ductwork; conduits; electrical panels and circuits; attached machinery and equipment; and built-in furniture and cabinets, in each case, together with all additions and accessories thereto), shall (unless, prior to such construction or installation, Landlord elects otherwise in writing) at all times remain the property of Landlord, shall remain in the Premises and shall (unless, prior to construction or installation thereof, Landlord elects otherwise in writing) be surrendered to Landlord upon the expiration or earlier termination of this Lease. For the avoidance of doubt, the items listed on Exhibit B attached hereto (which Exhibit B may be updated by Tenant from and after the Commencement Date, subject to Landlord's written consent) constitute Tenant's property and shall be removed by Tenant upon the expiration or earlier termination of the Lease. In addition, Cosmetic Alterations shall in no event be required to be removed from the Premises upon the expiration or earlier termination of the Term. 9.5. If Tenant shall fail to remove any of its property from the Premises prior to the expiration of the Term, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store such effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, within thirty (30) days following written demand, any costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and without notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any expenses incident to the removal, storage and sale of such personal property. 9.6. Landlord shall not be entitled to any overhead or supervisory fees for any Alterations. Tenant shall reimburse Landlord for all third party costs actually incurred by Landlord in connection with any Alterations. 9.7. Tenant shall require its contractors and subcontractors performing work on the Premises to name Landlord and its affiliates and any lender as additional insureds on their respective insurance policies. 9.8. Tenant shall be permitted to install signage including Tenant’s name and/or logo upon the exterior of the Building, and/or at Tenant’s election, on a signage monument, subject to Applicable Laws and the CC&Rs (below defined), and receipt of Landlord’s prior written consent thereto, such consent not to be unreasonably withheld, conditioned or delayed. The distribution of electrical outlets Tenant’s right to exterior signage at the Project shall be exclusive throughout the open space Term. Tenant shall maintain such signage in good condition and repair for the Premises duration of the Term, and upon the expiration or earlier termination of this Lease, Tenant shall remove such signage (“or, with respect to any signage monument, Tenant’s Initial Alterations”) as shown name and logo on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentencesuch monument), Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost expense, and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work cause the area where such signage was located to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect restored to the basic Building shell or any systems, components or elements of condition existing immediately prior to the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion installation of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55signage.

Alterations. 8.1 9.1. Tenant shall not make any alterations, additions, modifications additions or improvements in or to the Premises or engage in any part thereof construction, demolition, reconstruction, renovation or other work (includingwhether major or minor) of any kind in, without limitation, any initial improvements that may be constructed by Tenant in at or serving the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “"Alterations”"), without obtaining Landlord’s 's prior written consent, such consent (not to be unreasonably withheld, conditioned or delayed), except Tenant may make non-structural Alterations to the interior of the Premises (excluding the roof) without such consent but upon at least ten (10) days' prior notice to Landlord, provided that the cost thereof does not exceed One Hundred Fifty Thousand Dollars ($150,000.00) per occurrence or an aggregate amount of Five Hundred Thousand Dollars ($500,000.00) annually. Notwithstanding the foregoing, Tenant will not do anything that could have a material adverse effect on the Building or life safety systems, without obtaining Landlord's prior written consent. Any such improvements, excepting movable furniture, trade fixtures and equipment, shall become part of the realty and belong to Landlord. All alterations and improvements shall be properly permitted and installed at Tenant's sole cost, by a licensed contractor, in a good and workmanlike manner, and in conformity with all Applicable Laws. Any alterations that Tenant shall desire to make and which require the consent of Landlord shall be presented to Landlord in written form with detailed plans. Tenant shall: (i) acquire all applicable governmental permits; (ii) furnish Landlord with copies of both the permits and the plans and specifications at least thirty (30) days before the commencement of the work, and (iii) comply with all conditions of said permits in a prompt and expeditious manner. Any alterations shall be performed in a workmanlike manner with good and sufficient materials. Upon completion of any Alterations, Tenant shall promptly upon completion furnish Landlord with a reproducible copy of as-built drawings and specifications for any Alterations. 9.2. At least twenty (20) days prior to commencing any work relating to any Alterations requiring the approval of Landlord that have been so approved, Tenant shall notify Landlord in writing of the expected date of commencement. Tenant shall pay, when due, all claims for labor or materials furnished to or for Tenant for use in improving the Premises. Tenant shall not permit any mechanics' or materialmen's liens to be levied against the Premises arising out of work or services claimed to have been performed, materials claimed to have been furnished, or obligations claimed to have been performed on the Premises by or at the request of Tenant. Tenant shall indemnify, save, defend (at Landlord's option and with counsel reasonably acceptable to Landlord) and hold Landlord Indemnitees from and against any and all Claims of any kind or nature that arise before, during or after the Term on account of claims of lien of laborers or materialmen or others for work or services performed or materials or supplies furnished for Tenant or its contractors, agents or employees, including any administrative, court or other legal proceedings related to such liens. If Tenant fails to discharge, bond against or undertake to defend against such liability, upon receipt of written notice from Landlord of such failure, Tenant shall have fifteen (15) days (the "Defense Cure Period") to cure such failure by prosecuting such a defense. If Tenant fails to do so within the Defense Cure Period, then Landlord may settle the same and Tenant's liability to Landlord shall be conclusively established by such settlement provided that such settlement is entered into on commercially reasonable terms and conditions, the amount of such liability to include both the settlement consideration and the costs and expenses (including attorneys' fees) incurred by Landlord in effecting such settlement. In the event any contractor, agent or employee notifies Tenant of its intent to file a mechanics' or materialmen's lien against the Premises, Tenant shall immediately notify Landlord of such intention to file a lien or a lawsuit with respect to such lien. In the event that Tenant leases or finances the acquisition of office equipment, furnishings or other personal property of a removable nature utilized by Tenant in the operation of Tenant's business, Tenant warrants that any Uniform Commercial Code financing statement shall, upon its face or by exhibit thereto, indicate that such financing statement is applicable only to removable personal property of Tenant located within the Premises. 9.3. Tenant shall repair any damage to the Premises caused by Tenant's removal of any property from the Premises. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if such space were otherwise occupied by Tenant. The distribution provisions of this Section shall survive the expiration or earlier termination of this Lease. 9.4. The Premises plus any Alterations, Tenant Improvements, attached equipment, decorations, fixtures and trade fixtures; movable casework and related appliances; and other additions and improvements attached to or built into the Premises made by either of the parties (including all floor and wall coverings; paneling; sinks and related plumbing fixtures; attached benches; production equipment; walk-in refrigerators; ductwork; conduits; electrical outlets throughout panels and circuits; attached machinery and equipment; and built-in furniture and cabinets, in each case, together with all additions and accessories thereto), shall (unless, prior to such construction or installation, Landlord elects otherwise in writing) at all times remain the open space property of Landlord, shall remain in the Premises and shall (“Tenant’s Initial Alterations”unless, prior to construction or installation thereof, Landlord elects otherwise in writing) as shown be surrendered to Landlord upon the expiration or earlier termination of this Lease. For the avoidance of doubt, the items listed on Exhibit B attached hereto are hereby approved(which Exhibit B may be updated by Tenant from and after the Commencement Date, subject to Landlord's written consent) constitute Tenant's property and shall be removed by Tenant upon the expiration or earlier termination of the Lease. 9.5. Notwithstanding If Tenant shall fail to remove any of its property from the preceding sentencePremises prior to the expiration of the Term, Tenant may make such Alterations without Landlord’s consent only if then Landlord may, at its option, remove the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect same in any way the structuralmanner that Landlord shall choose and store such effects without liability to Tenant for loss thereof or damage thereto, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but and Tenant shall give prior written pay Landlord, upon demand, any costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and without notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) amounts due by Tenant to Landlord under this Lease and (b) any expenses incident to the removal, storage and sale of such personal property. 9.6. Tenant shall pay to Landlord an amount equal to one and one-half percent (1.5%) of the cost to Tenant of all Alterations to cover Landlord's overhead and expenses for plan review, engineering review, coordination, scheduling and supervision thereof. For purposes of payment of such sum, Tenant shall submit to LandlordLandlord copies of all bills, for Landlord’s prior written approvalinvoices and statements covering the costs of such charges, complete plans and specifications accompanied by payment to Landlord of the fee set forth in this Section. In addition, Tenant shall reimburse Landlord for all work to be done third-party costs actually incurred by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), any Alterations. 9.7. Tenant shall require its contractors and that following the completion of such Alterations, such architect shall certify subcontractors performing work on the Premises to name Landlord and its affiliates and any lender as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55additional insureds on their respective insurance policies.

Alterations. 8.1 6.1 Except for those, if any, specifically provided for in Exhibit B to this Lease, Tenant shall not make or suffer to be made any alterations, additions, modifications or improvements in improvements, including, but not limited to, the attachment or any fixtures of equipment in, on, or to the Premises or any part thereof (includingor the making of any improvements as required by Article 7, without limitationthe prior written consent of Landlord. When applying for such consent, any initial improvements that may Tenant shall, if requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements. Landlord’s consent shall not be constructed by 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 modification of the Building’s electrical, mechanical, plumbing, HVAC or other systems. In addition, Tenant in shall have the Premises right to perform, with prior written notice to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), but without Landlord’s prior written consent, any alteration, addition, or improvement that satisfies all of the following criteria (a “Cosmetic Alteration”); (1) is of a cosmetic nature such consent as painting, hanging pictures and installing carpeting; (2) is not to be unreasonably withheld. The distribution visible from the exterior of electrical outlets throughout the open space in the Premises of Building; (“Tenant’s Initial Alterations”3) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry systems or roof elements structure of the Project 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, or even though consent is not required, the mechanical, electrical, plumbing, utility or life safety systems performance of Cosmetic Alterations shall be subject to all of the Project, but Tenant shall give prior written notice other provisions of this Article 6. 6.2 In the event Landlord consents to the making of any such Alterations to Landlord. All Alterations in alteration, addition or to improvement by Tenant, the Premises to which Landlord consents same shall be made by Tenant using either Landlord’s contractor or a contractor reasonably approved by Landlord, in either event at Tenant’s sole cost and expense as follows: (a) expense. If Tenant shall submit to Landlord, for employ any contractor other than Landlord’s prior written approvalcontractor and such other contractor or any subcontractor of such other contractor shall employ any non-union labor or supplier, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications Tenant shall be prepared responsible for and hold Landlord harmless from any and all delays, damages and extra costs suffered by responsible licensed architect(sLandlord 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 extent applicable (which standards shall be made available to Tenant by Landlord’s Building manager upon request). Tenant shall use Building standard materials where applicable, and Tenant shall, prior to 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 (provided that no such bonds shall be required for any alterations, additions or improvements that are estimated to cost less than $100,000.00 in the aggregate) and engineer(s) approved funded construction escrows and to protect Landlord and the Building and appurtenant land against any loss from any mechanic’s, materialmen’s or other liens. Tenant shall pay in writing by addition to any sums due pursuant to Article 4, any increase in real estate taxes attributable to any such alteration, addition or improvement for so long, during the Term, as such increase is ascertainable, at Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, ’s election said sums shall be paid in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretionsame way as sums due under Article 4. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also requiremay, as a condition to its consent to any Alterationsparticular alterations or improvements require Tenant to deposit with Landlord the amount reasonably estimated by Landlord as sufficient to cover the cost of removing such alterations or improvements and restoring the Premises, to the extent required under Section 26.2. 6.4 Notwithstanding anything to the contrary 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 capped font “PURSUANT TO ARTICLE 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 or improvements, if it so does, Tenant shall also be notified whether or not Landlord will require that any architect retained by such alterations or improvements be removed upon the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary contained in this Lease, at the expiration or earlier termination of this Lease and otherwise in accordance with Article 26 hereof, Tenant in connection with such Alterations shall be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify required to remove all alterations or improvements made to the Premises as meeting all applicable construction-related accessibility standards pursuant except for any such alterations or improvements which Landlord expressly indicates or is deemed to California Civil Code section 55have indicated shall not be required to be removed from the Premises by Tenant. If Tenant’s written notice strictly complies with the foregoing and if Landlord fails to so notify Tenant whether Tenant shall be required to remove the subject alterations or improvements at the expiration or earlier termination of this Lease, it shall be assumed that Landlord shall require the removal of the subject alterations or improvements.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications additions or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises)thereof, or attach any fixtures or equipment thereto (collectively, “Alterations”)thereto, without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations alterations, additions or improvements without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars five thousand dollars ($25,000.005,000) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project Building or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the ProjectBuilding, but Tenant shall give prior written notice of any such Alterations alterations, additions or improvements to Landlord. All Alterations alterations, additions and improvements (except the initial improvements to be constructed or installed by Landlord at Landlord’s expense and Tenant’s expense, respectively, as specified in Exhibit B) in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇T▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Tenant shall notify Landlord in writing of the licensed architect(s) and engineer(s) whom T▇▇▇▇▇ proposes to engage to prepare such plans and specifications. Landlord shall respond notify Tenant promptly in writing whether Landlord approves or disapproves such architect(s) and engineer(s). (b) Such plans and specifications shall be subject to Landlord’s prior written approval. If Landlord disapproves such plans and specifications, or any portion thereof, Landlord shall promptly notify Tenant of such disapproval and of the revisions which Landlord requires in order to obtain Landlord’s approval. Thereafter, Tenant shall submit to Landlord revised plans and specifications incorporating the revisions required by Landlord. Such revisions shall be subject to L▇▇▇▇▇▇▇’s prior written approval. Tenant shall pay all costs, including the fees and expenses of the licensed architect(s) and engineer(s), in preparing such plans and specifications. (c) Tenant shall pay for all work (including, without limitation, the cost of all utilities, permits, fees, taxes, and property and liability insurance premiums in connection therewith) required to make the alterations, additions and improvements. Tenant shall engage responsible licensed contractor(s) approved in writing by Landlord to perform all work. Tenant shall notify Landlord in writing of the licensed contractor(s) whom T▇▇▇▇▇ proposes to engage for the work. Landlord shall notify Tenant promptly in writing whether Landlord approves or disapproves such contractor(s). All contractors and other persons shall at all times be subject to Landlord’s control while in the Building. Landlord shall have the right to require that any such contractor engaged by Tenant shall, prior to commencing work in the Premises, provide Landlord with a performance bond and a labor and materials payment bond in the amount of the contract price for the work naming Landlord and T▇▇▇▇▇ (and any other person designated by Landlord) as co-obligees. Tenant shall pay to Landlord any additional direct costs (beyond the normal services provided to tenants in the Building) and shall reimburse Landlord for all out-of-pocket expenses incurred by Landlord in connection with the review, approval and supervision of any alterations, additions or improvements made by Tenant. Under no circumstances shall Landlord be liable to Tenant for any liability, loss, cost or expense incurred by Tenant on account of T▇▇▇▇▇’s plans and specifications, T▇▇▇▇▇’s contractors or subcontractors, design of any work, construction of any work, or delay in completion of any work. (d) Tenant shall give written notice to Landlord of the date on which construction of any work will be commenced at least five (5) days prior to such date. Tenant shall cause all work to be performed by the licensed contractor(s) approved in writing by Landlord in accordance with the plans and specifications approved in writing by Landlord and in full compliance with all applicable codes, laws, ordinances, rules and regulations. Tenant shall keep the Premises and the Building free from mechanics’, materialmen’s and all other liens arising out of the work and shall promptly and fully pay and discharge all claims on which any such lien could be based. Tenant shall have the right to contest the amount or validity of any such lien, provided T▇▇▇▇▇ gives prior written notice of such contest to Landlord, prosecutes such contest by appropriate proceedings in good faith and with diligence, and, upon request by L▇▇▇▇▇▇▇, furnishes such bond as may be required by law to protect the Building and the Premises from such lien. (e) All changes in the plans and specifications approved by Landlord shall be subject to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that prior written approval. If Tenant wishes to make any such change in such approved plans and specifications, Tenant shall have Tenant’s architect(s) and engineer(s) prepare plans and specifications for such change and submit them to Landlord for Landlord’s written approval. If Landlord disapproves such change, Landlord shall specify in writing the reasons for disapproval and such plans and specifications shall be revised by T▇▇▇▇▇ and resubmitted to Landlord for L▇▇▇▇▇▇▇’s non-response written approval. After Landlord’s written approval of such change, such change shall be deemed disapproval become part of the plans and specifications. specifications approved by Landlord. 8.2 All alterations, additions, fixtures and improvements, including, without limitation, carpeting and all other improvements made by Landlord may also requirepursuant to Exhibit B, as a condition whether temporary or permanent in character, made in or to its consent to any Alterations, that any architect retained the Premises either by Tenant in connection with such Alterations or by Landlord shall become part of the Building and Landlord’s property and, at the end of the term of this Lease, shall, at Landlord’s option, either remain on the Premises without compensation to Tenant or, if Landlord advised Tenant that removal would be certified as a Certified Access Specialist required before Tenant made the improvements, be removed by Landlord for Tenant’s account (CASpexcept the improvements made by Landlord pursuant to Exhibit B), and that following Tenant shall reimburse Landlord for the completion cost of such Alterations, such architect shall certify removal (including the cost of repairing any damage to the Premises as meeting or the Building caused by removal and a reasonable charge for Landlord’s overhead and profit) within ten (10) days after receipt of a statement therefor. Movable furniture, equipment, trade fixtures and personal property (except partitions) shall remain the property of Tenant and Tenant shall, at Tenant’s expense, remove all applicable construction-related accessibility standards such property from the Building at the end of the term of this Lease. Termination of this Lease shall not affect the obligations of Tenant pursuant to California Civil Code this section 558.2 to be performed after such termination.

Alterations. 8.1 Tenant 10.1. Lessee shall not, without first obtaining Lessor’s written consent (which shall not be unreasonably withheld or delayed beyond ten (10) days from receipt of Lessee’s written request) make or perform, or permit the making or performance of, any alterations, additionsinstallations, modifications improvements, additions and/or other physical changes in, to or improvements in upon the Building, interior or to exterior, or the Premises or any part portion thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s which shall include any improvements which Lessee proposes to carry out prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approvedRent Commencement Date. Notwithstanding the preceding sentenceforegoing, Tenant may make minor items of repair or adjustment and non-structural alterations not exceeding a cost of One Hundred Thousand and 00/100 ($100,000.00) Dollars for any one project, and any decorative changes, shall not be deemed “Alterations” for the purposes of this Lease, provided that such Alterations without Landlordminor items of repair are strictly non-structural in nature. 10.2. Notwithstanding the obtaining of Lessor’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in to any way the structuralAlterations, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such all Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant and performed (i) at TenantLessee’s sole cost and expense as follows: and (aii) Tenant only by contractors or mechanics approved by Lessor, which consent shall not be unreasonably withheld or delayed. It is agreed, stipulated and understood that together with Lessee’s request for Lessor’s consent thereto, Lessee shall submit to Landlord, for Landlord’s prior written approval, complete Lessor detailed plans and specifications for and such other information with respect to the proposed Alterations as Lessor shall reasonably request. Lessee shall give The Powers Construction Company the right to make a bid to carry out any such Alterations. 10.3. Prior to the commencement of any proposed Alterations, Lessee shall furnish to Lessor duplicate original policies of (or Certificates of Insurance evidencing) worker’s compensation insurance covering all work persons employed by Lessee in connection with such Alterations, including those to be done employed by ▇▇▇▇▇▇. Such plans all contractors and specifications subcontractors and such policies shall be prepared issued by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereofcompanies, and shall be otherwise in form and amounts, reasonably satisfactory to Landlord Lessor and shall be maintained by Lessee or by the applicable contractors or subcontractors, as the case may be, until the completion of such Alterations. Lessee shall also furnish partial waivers of mechanics’ liens for all work performed and paid for in Landlord’s connection with such Alterations, and copies of all necessary permits. 10.4. In the event that any mechanics’ or other lien or any notice of intention to file a lien is filed against the Premises in connection with any Alterations, Lessee shall promptly cause the same to be discharged of record by payment, bond, order of a court of competent jurisdiction or any other method permitted by law, and in any event, within sixty (60) days after receiving notice of the same. Lessee shall indemnify and save Lessor harmless from and against all costs, liabilities, suits, penalties, claims, and demands (including reasonable discretioncounsel fees and disbursements) in connection with the commencement and prosecution of the foreclosure of any such mechanics’ or other lien. Landlord If Lessee shall respond fail to ▇▇▇▇▇▇’s plans comply with the provisions of this Section 10.4, Lessor shall have the option (but not the obligation) of paying and specifications (and discharging or bonding any such lien, the cost thereof to any resubmittal of plans) be payable by Lessee to Lessor within ten (10) business days of Landlord’s receipt thereof; provided that receiving a ▇▇▇▇▇▇▇▇’s non-response ▇ therefor, as Additional Rent hereunder. Notwithstanding the foregoing, Lessor shall be deemed disapproval responsible for discharging any mechanics’ lien filed against the Premises, where such mechanics’ lien arises out of the carrying out of Lessor’s Work or out of any other work carried out by Lessor pursuant to this Lease in accordance with the provisions of this Section 10.4. 10.5. Notwithstanding Lessor’s approval of plans and specifications. Landlord may also require, as a condition to its consent to specifications for any Alterations, all Alterations shall be made and performed in full compliance with all applicable Laws then in effect and all necessary Permits, and all materials and equipment to be incorporated in the Building as a result of any Alterations shall be of a quality consistent with that of the original Lessor’s Work. 10.6. Approval by Lessor of any architect retained plans, specifications or selection of materials by Tenant Lessee in connection with any Alterations shall not constitute an assumption of any responsibility by Lessor of any kind, including (but not limited to) as to their accuracy or sufficiency. Lessee shall be solely responsible for such Alterations be certified plans, specifications and the selection of materials. Lessee covenants and agrees to indemnify Lessor and hold Lessor harmless of and from any and all claims, costs, suits, damages and liability whatsoever arising out of or as a Certified Access Specialist (CASp)result of any Alterations performed by Lessee or by Lessee’s contractors, and that following subcontractors, agents or employees, including reasonable attorneys fees for the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55defense thereof.

Alterations. 8.1 Section 10.1 Tenant shall not at any time during the Term make any alterations, additions, modifications or improvements in or alterations to the Premises without first obtaining Landlord's written consent thereto, which consent Landlord shall not unreasonably withhold or delay; provided, however, that Landlord shall not be deemed unreasonable by refusing to consent to any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in alterations which are visible from the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements exterior of the Project Building or the Premises, which will or are likely to cause any weakening of any part of the structure of the Premises or the mechanical, electrical, plumbing, utility Building which will or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations are likely to Landlord. All Alterations in cause damage or disruption to the Premises Central Building systems or which are prohibited by any underlying ground lease or mortgage. Should Tenant desire to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) make any alterations to the Premises, Tenant shall submit to Landlord, for Landlord’s prior written approval, complete all plans and specifications for all such proposed alterations to Landlord for Landlord's review before Tenant allows any such work to be done by ▇▇▇▇▇▇. Such commence, and Landlord shall promptly approve or disapprove such plans and specifications for any of the reasons set forth in this Section 10.1 or for any other reason reasonably deemed sufficient by Landlord. Tenant shall be prepared by responsible select and use only licensed architect(s) and engineer(s) contractors, subcontractors or other repair personnel approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, which approval shall not adversely affect the basic Building shell be unreasonably withheld or delayed. Upon Tenant's receipt of written approval from Landlord and any systemsrequired approval of any mortgagee or lessor of Landlord, components or elements and upon Tenant's payment to Landlord of (a) a reasonable fee, not to exceed $2,500.00 (which amount shall increase by three percent (3%) each anniversary of the Building, shall be Commencement Date) for the work of Landlord and Landlord's employees in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, reviewing and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s approving such plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s nonplus the reasonable out-response shall be deemed disapproval of the of-pocket costs incurred by Landlord on consultants reviewing such plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55.; and

Alterations. 8.1 Tenant 9.1 Excepting for cosmetic or decorative alterations and any provisions herein to the contrary, Systems Management shall not make any alterationsalteration, additionsimprovement, modifications or improvements installation (hereinafter called "Alterations") in or to the Premises or any part thereof (includingSubject Premises, without limitation, any initial improvements that may be constructed by Tenant in each instance obtaining the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consentconsent of the Master Tenant and Software AG, such which consent of Software AG shall not to be unreasonably withheld. The distribution of electrical outlets throughout If any Alterations are made without consent, the open space Master Tenant or Software AG may require Systems Management to remove the same, and may require Systems Management to correct, repair, and restore the Subject Premises and any damage arising from such removal, and Systems Management shall be liable for any and all direct and incremental costs and expenses incurred by the Master Tenant or Software AG in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentenceperformance of this work. 9.2 Systems Management may have Alterations performed by contractors of its own choice, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structuralat its expense, exterior, entry or roof elements provided that Systems Management has obtained written approval of the Project or contractor by the PremisesMaster Landlord, or Master Tenant and Software AG, which consent of Software AG shall not be unreasonably withheld. Software AG's approval of an Alteration shall be based upon the mechanicalproper licensing, electricalfinancial posture, plumbingexperience, utility or life safety systems and past job performance of the Project, but Tenant contractor. The design of all Alterations undertaken by Systems Management shall give be subject to prior written approval of the Master Landlord, Master Tenant and Software AG, which consent of Software AG shall not be unreasonably withheld; such design shall not commence until such approval is obtained. With reasonable prior notice of to Systems Management, the Master Landlord, the Master Tenant, and Software AG, shall at all times have the right to inspect, during normal business hours, the work performed by any such contractor selected by Systems Management. 9.3 Systems Management shall have no obligation to restore any Alterations to Landlord. All Alterations in or within the Subject Premises to the Premises to which Landlord consents shall be made by Tenant configuration that existed at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements commencement of the BuildingAgreement, shall be in a form sufficient to secure unless the approval requirement for such restoration is specifically stated at the time of all government authorities with jurisdiction over the approval thereofSoftware AG's approval. If, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications within fifteen (and to any resubmittal of plans) within ten (1015) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also requireafter written notice, as a condition Systems Management fails or refuses to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of remove such Alterations, or fails to correct, repair, and restore the Subject Premises, Software AG may cause the same to be removed, and repairs and restoration to be made, in which event, Systems Management shall reimburse the party that caused said Alterations to be removed and repairs to be made for the cost of such architect shall certify removal, repairs, and restoration, together with any and all damages that such party, the Premises as meeting all applicable construction-related accessibility standards pursuant Master Landlord, the Master Tenant, or Software AG may suffer and sustain by reason of Systems Management's failure or refusal to California Civil Code section 55remove said Alterations.

Alterations. 8.1 Tenant A. Lessee shall not make or allow to be made (except as otherwise provided in this Lease Agreement) any alterations, additions, modifications alterations or improvements physical additions (including fixtures) in or to the Premises Leased Premises, or place safes, vaults or other heavy furniture or equipment within the Leased Premises, without first obtaining the written consent of Lessor. Lessee shall submit requests for consent to make alterations or physical additions together with copies of the plans and specifications for such alterations. Subsequent to obtaining Lessor’s consent and prior to commencement of construction of the alterations, Lessee shall deliver to Lessor the building permit, a copy of the executed construction contract covering the alterations and evidence of contractor’s and subcontractor’s insurance, such insurance being with such companies, for such periods and in such amounts as Lessor may ‘reasonably require, naming the Lessor Parties (as defined on Exhibit “H”) as additional insureds. Lessee shall pay to Lessor upon demand a review fee in the amount of Lessor’s actual costs incurred to compensate Lessor for the cost of review and approval of the plans and specifications and for additional administrative costs incurred in monitoring the construction of the alterations, not to exceed Five Hundred and 00/100 Dollars ($500.00). Lessee shall deliver to Lessor a copy of the “ as-built” plans and specifications for all alterations or physical additions so made in or to the Leased Premises, and shall reimburse Lessor for the actual out of pocket cost incurred by Lessor to update its current architectural plans for the Building. B. Lessee shall indemnify, defend (with counsel reasonably acceptable to Lessor) and hold harmless the Lessor Parties from and against all costs (including reasonable attorneys’ fees and costs of suit), losses, liabilities, or causes of action arising out of or relating to any alterations, additions or improvements made by Lessee to the Leased Premises, including but not limited to any mechanics’ or materialmen’s liens asserted in connection therewith. C. Lessee shall not be deemed to be the agent or representative of Lessor in making any such alterations, physical additions or improvements to the Leased Premises, and shall have no right, power or authority to encumber any interest in the Land in connection therewith other than Lessee’s leasehold estate under this Lease Agreement. However, should any mechanics’ or other liens be filed against any portion of the Land or any part interest therein (other than Lessee’ s leasehold estate hereunder) by reason of Lessee’s acts or omissions or because of a claim against Lessee or its contractors, Lessee shall cause the same to be canceled or discharged of record by bond or otherwise within ten (10) days after written notice by Lessor. If Lessee shall fail to cancel or discharge said lien or liens, within said ten (10) day period, which failure shall be deemed to be a default hereunder, Lessor may, at its sole option and in addition to any other remedy of Lessor hereunder, cancel or discharge the same and upon Lessor’s demand, Lessee shall promptly reimburse Lessor for all actual costs incurred in canceling or discharging such lien or liens. D. Lessee shall cause all alterations, physical additions, and improvements (including fixtures), constructed or installed in the Leased Premises by or on behalf of Lessee to comply with all applicable governmental codes, ordinances, rules, regulations and laws. Lessee acknowledges and agrees that neither Lessor’s review and approval of Lessee’ s plans and specifications nor its observation or supervision of the construction or installation thereof (shall constitute any warranty or agreement by Lessor that same comply with such codes, ordinances, rules, regulations and laws. ▇. ▇▇▇▇▇▇ represents and warrants that the Building and Premises are in compliance with applicable governmental codes, ordinances, rules, regulations and laws to accommodate disabled employees and customers of Lessee, including, without limitation, any initial improvements that may be constructed by Tenant in compliance with the Premises prior to first commencing business operations in Americans with Disabilities Act (42 U.S.C. §§ 12101 et seq.) and the Premises), or attach any fixtures or equipment thereto Texas Architectural Barriers Act (Tex.Rev.Civ.Stat. Art 9201) (collectively, the “AlterationsAccommodation Laws”), without Landlord’s prior written consent, such consent not . Lessor shall be responsible for making all accommodations and alterations to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements Common Areas of the Project or Building necessary to comply with the PremisesAccommodation Laws. Lessor may perform, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at TenantLessee’s sole cost and expense as follows: (a) Tenant shall submit expense, any accommodations or alterations that are required by the Accommodation Laws to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements area outside of the Building, shall be in a form sufficient Leased Premises which are triggered by any alterations or additions to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval Leased Premises or Lessee’ s use of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Leased Premises.

Alterations. 8.1 Tenant TENANT may erect additional buildings, structures, docks or other marine use facilities on the Demised Premises in addition to the existing buildings or structures located on the Demised Premises as it may deem necessary for carrying on its business. TENANT shall not make any alterations, additions, modifications additions or improvements in or to the Demised Premises (whether or any part thereof (including, without limitation, any initial improvements that not the same may be constructed by Tenant structural in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), nature) without Landlord’s LANDLORD’S prior written consent. All alterations, such consent not additions, or improvements made to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Demised Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant except movable furniture and equipment installed at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the BuildingTENANT’S expense, shall be in a form sufficient the property of the LANDLORD and remain upon and be surrendered with the Demised Premises at the expiration of the term of this Lease; provided, however, that LANDLORD may require TENANT to secure remove any additions made at TENANT’S request to the approval of all government authorities with jurisdiction over the approval thereofDemised Premises and to repair any damage caused by such removal, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans provide further, that if TENANT has not removed its property and specifications (and to any resubmittal of plans) equipment within ten (10) business days after the expiration or termination of this Lease, LANDLORD may elect to retain the same as abandoned property. In the event TENANT shall request LANDLORD’S permission, and LANDLORD shall permit TENANT to perform any alterations, additions, improvements or repairs to the Demised Premises, TENANT shall (i) submit its plans and specifications to LANDLORD for its approval prior to the commencement of any construction, (ii) obtain all necessary permits prior to the commencement of any construction, (iii) only use contractors approved by LANDLORD, (iv) not permit any construction liens to be placed or remain on the Demised Premises. In the event a construction lien shall be filed against the Demised Premises as a result of work undertaken by TENANT, TENANT shall within ten (10) days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response receiving notice of such lien, discharge the lien of record either by payment of the indebtedness to the lien claimant or by filing a bond as security therefore. All such work made by or on behalf of TENANT shall be deemed disapproval performed in such manner as LANDLORD may designate and in accordance with all applicable laws and regulations of governmental authorities having jurisdiction over the plans and specificationssame. Landlord may also requireAll such work by TENANT or its contractors shall not interfere with, as a condition to impede or delay any work by LANDLORD or its consent to any Alterationscontractors, that any architect retained tenants or tenant’s contractors. All contractors engaged by Tenant in connection with such Alterations TENANT shall be certified as a Certified Access Specialist (CASp)bondable, licensed contractors, possessing good labor relations, and that following the completion capable of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55performing quality workmanship.

Alterations. 8.1 Tenant Lessee shall not make any alterations, additions, modifications alterations or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises)in, or attach any fixtures or equipment thereto additions to said Premises (collectively, “Alterations”)) without first obtaining the written consent of Lessor, without Landlord’s prior written consent, such whose consent shall not to be unreasonably withheld; provided however, that if Lessor has not granted or denied its consent to any such proposed Alterations within five (5) business days after its receipt of Lessee’s written request for such approval, then Lessor shall be deemed to have approved such Alterations. The distribution All such alterations, additions and improvements shall be at the sole cost and expense of electrical outlets throughout Lessee and shall become the open space property of Lessor and shall remain in and be surrendered with the Premises as a part thereof at the termination of this lease, without disturbance, molestation or injury. Notwithstanding anything to the contrary herein, (a) Alterations and Lessee’s trade fixtures, furniture, equipment and other personal property installed in the Premises (except for any of the foregoing paid for with the proceeds of the Allowance) (“TenantLessee’s Initial AlterationsProperty”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentenceshall at all times be and remain Lessee’s property, Tenant may make such (b) except for Alterations which cannot be removed without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or structural injury to the Premises, at any time Lessee may remove Lessee’s Property from the Premises, provided that Lessee repairs all damage caused by such removal, (c) Lessor shall have no lien or other interest in any item of Lessee’s Property and (d) Lessor shall have no right to require Lessee to remove any alterations unless it notifies Lessee at the mechanical, electrical, plumbing, utility time it consents (or life safety systems of the Project, but Tenant is deemed to have consented) to such alteration that it shall give prior written notice of any require such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work alteration to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55removed.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld1. The distribution 5th sentence of electrical outlets throughout the open space in the Premises (Section 12.A is hereby amended to replace “Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Fifteen Thousand and no/100ths Dollars” with “Twenty-Five Thousand Dollars and no/100ths Dollars.” The last sentence of Section 12.A is hereby deleted. 2. With respect to any Alterations made in a Multi-Tenant Building, the 5th sentence of Section 12.A shall not apply and the following language shall apply in lieu thereof: “However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria ($25,000.00a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or less and it Building; (c) will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost base building systems; and expense as follows: (ad) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all does not require work to be done by ▇▇▇▇▇▇performed inside the walls or above the ceiling of the Premises. Such plans and specifications Cosmetic Alterations shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with subject to all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements other provisions of this Section 12.A.” 3. The last sentence of Section 12.B of the BuildingLease is hereby amended to replace “Additional Deposit” with “Security Deposit or proceeds of the Letter of Credit”. 4. As provided in the Initial Premises Work Letter and the Must-Take Work Letter, Section 12.B of the Lease shall be in a form sufficient apply generally to secure the approval Initial Premises Alterations and the Must-Take Alterations even though the nature of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereofsuch improvements is not yet determined; provided that ▇▇▇▇▇▇▇▇in determining categories of such improvements for purposes of Section 12.B, Landlord shall not be required to designate any improvements that are Nonremovable Tenant Improvements as “Leaseable Nonremovable Tenant Improvements” (and accordingly will not be required to waive its interest in or subordinate Landlord’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent claim to any Alterations, that any architect retained such improvements or equipment for the benefit of Tenant’s lenders or equipment lessors) if such improvements are paid for in whole or in part by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify Initial Premises Allowance or the Premises as meeting all applicable constructionMust-related accessibility standards pursuant to California Civil Code section 55Take Allowance.

Alterations. 8.1 Tenant shall not make or suffer to be made any alterationsalteration, additions, modifications addition or improvements in improvement to or to of the Premises or any part thereof (including, collectively referred to herein as "alterations") without limitation, any initial improvements that may be constructed by Tenant in (i) the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consentconsent of Landlord, such consent not to be unreasonably withheld. The distribution (ii) a valid building permit issued by the appropriate governmental authority and (iii) otherwise complying with all applicable laws, regulations and requirements of electrical outlets throughout governmental agencies having jurisdiction and with the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approvedrules, regulations and requirements of any board of fire underwriters or similar body. Notwithstanding the preceding sentenceforegoing, Tenant may make such Alterations without Landlord’s consent only if alterations to the total cost is Twenty-Premises costing in the aggregate less than Five Thousand Dollars ($25,000.005,000.00) per year without the prior written consent of Landlord; provided, however, that (i) no such alterations shall be made to the structural elements or less building systems in the Premises, (ii) Tenant shall give Landlord at least one (1) day written notice of its intent to commence such alterations, and it will (iii) Tenant shall comply with all other provisions of this paragraph 8 with respect to such alterations, other than the obligation to obtain Landlord's prior written consent thereto. Landlord's consent to any requested alteration or agreement to permit alterations without Landlord's consent shall not affect in create on the part of Landlord or cause Landlord to incur any way responsibility or liability for such alteration's compliance with all laws, rules and regulations of federal, state, county, municipal and other governmental authorities. Any alteration made by Tenant (excluding moveable furniture and trade fixtures not attached to the structuralPremises) shall at once become a part of the Premises and belong to Landlord. Without limiting the foregoing, exteriorall heating, entry or roof elements lighting, electrical (including all wiring, conduit, outlets, drops, ▇▇▇▇ ducts, main and subpanels) , air conditioning, partitioning, drapery and carpet installations made by Tenant, regardless of how attached to the Premises, together with all other alterations that have become an integral part of the Project or in which the PremisesPremises are a part, or the mechanical, electrical, plumbing, utility or life safety systems shall be and become part of the ProjectPremises and belong to Landlord upon installation and shall not be deemed trade fixtures, but Tenant and shall give prior written notice of any such Alterations to Landlord. All Alterations in or to remain upon and be surrendered with the Premises to which Landlord consents at the termination of the lease. Any alterations made by Tenant 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 '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 as follows: (a) expense, to promptly both remove any such alteration made by Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work designated by Landlord to be done removed and repair any damage to the Premises caused by ▇▇▇▇▇▇. Such plans such removal, and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved restore the Premises to the condition that existed prior to such alteration in writing by Landlord, shall comply accordance with all applicable codes, laws, ordinancesstatutes, rules building codes and regulationsregulations in effect as of the date of such restoration. Tenant improvements originally provided by Landlord shall not be alterations for purposes of this lease. Any moveable furniture and equipment or trade fixtures remaining on the Premises at the 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 due to Tenant's specific use, occupancy, or alteration to the Premises, Tenant, at its sole cost and expense, shall not adversely affect promptly make the basic Building shell 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 systemspublic or quasi-public authority, components and it is impractical in Landlord's judgment for the affected tenants to individually make such alterations, additions or elements of changes, Landlord shall make such alterations, additions or changes and the Building, cost thereof shall be in a form sufficient to secure the approval common area charge and Tenant shall pay its percentage share of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory such cost to Landlord as provided in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55paragraph 16.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises)thereof, or attach any fixtures or equipment thereto (collectively, “"Alterations”"), without Landlord’s ▇▇▇▇▇▇▇▇'s prior written consent, such consent (which consent shall not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved, conditioned or delayed). Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s 's consent only if the total cost is Twenty-Five Thousand Dollars five thousand dollars ($25,000.005,000) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project Building or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the ProjectBuilding (“Cosmetic Alterations”), but Tenant shall give prior written notice of any such Cosmetic Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s 's sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s 's prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇Tenant (excluding Cosmetic Alterations). Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by LandlordLandlord (which shall not be unreasonably withheld, conditioned or delayed), shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s 's reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s 's plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s 's receipt thereof; provided that ▇▇▇▇▇▇▇▇’s 's non-response shall be deemed disapproval of the plans and specifications. Tenant shall provide Landlord may advance written notice of the licensed architect(s) and engineer(s) whom ▇▇▇▇▇▇ proposes to engage to prepare such plans and specifications. Landlord shall notify Tenant in writing whether Landlord approves or disapproves such architect(s) and engineer(s). ▇▇▇▇▇▇▇▇'s approval or consent to any such work shall not impose any liability upon Landlord, 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. (b) If Landlord disapproves such plans and specifications, or any portion thereof, Landlord shall notify Tenant of such disapproval and of the revisions which Landlord requires in order to obtain Landlord's approval within a reasonable period of time. Thereafter, Tenant shall submit to Landlord revised plans and specifications incorporating the revisions required by Landlord. Such revisions shall be subject to ▇▇▇▇▇▇▇▇'s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). Tenant shall pay all costs, including the fees and expenses of the licensed architect(s) and engineer(s), in preparing such plans and specifications. (c) Tenant shall pay for all work (including, without limitation, the cost of all utilities, permits, fees, taxes, and property and liability insurance premiums in connection therewith) required to make the Alterations. Tenant shall engage responsible licensed contractor(s) approved in writing by Landlord to perform all work. Tenant shall provide Landlord advance written notice of the contractors, subcontractors, mechanics and materialmen whom ▇▇▇▇▇▇ proposes to engage for the work, all of which shall be licensed in the State of in which the Building is located and capable of being bonded. Landlord shall notify Tenant in writing whether Landlord approves or disapproves such contractor(s) within a reasonable period of time. All contractors and other persons shall at all times be subject to Landlord's control while in the Building. In the event the cost to construct or install the Alterations proposed by ▇▇▇▇▇▇ is estimated to exceed Three Hundred Thousand and 00/100 Dollars ($300,000.00), Landlord shall have the right to require that Tenant post such security for the payment of the Alterations as Landlord reasonably determines is necessary and Landlord shall also requirehave the right to require that any such contractor engaged by Tenant shall, prior to commencing work in the Premises, provide Landlord with a performance bond and a labor and materials payment bond from a surety reasonably acceptable to Landlord in the amount of the contract price for the work naming Landlord and Tenant (and any other person designated by Landlord) as co obligees. Prior to the commencement of any Alterations, if required by Landlord, Tenant shall provide Landlord with evidence that Tenant or its general contractor carries "Builder's All Risk" insurance in form and amount approved by Landlord covering such Alterations. Under no circumstances shall Landlord be liable to Tenant for any liability, loss, cost or expense incurred by Tenant on account of Tenant's plans and specifications, Tenant's contractors or subcontractors, design of any work, construction of any work, or delay in completion of any work, however, the foregoing waiver or release of liability shall not be applicable to any liability, loss, cost or expense to the extent arising from the negligence or willful misconduct by Landlord or any of its agents, employees, affiliates, contractors, subcontractors or other representatives. In addition, ▇▇▇▇▇▇ acknowledges and agrees that any and all Alterations have not been expressly or impliedly required as a condition to its consent the execution of this Lease for the use of the Premises permitted under this Lease or in lieu of payment of rent. (d) Tenant shall give written notice to Landlord of the date on which construction of any work will be commenced at least ten (10) business days prior to such date(or such additional time as may be necessary under applicable laws) to afford Landlord the opportunity of posting and recording appropriate notices of non-responsibility. Tenant shall cause all work to be performed by the licensed contractor(s) approved in writing by Landlord in accordance with the plans and specifications approved in writing by Landlord and in full compliance with all applicable codes, laws, ordinances, rules and regulations. (e) All material changes in the plans and specifications approved by Landlord shall be subject to Landlord's prior written approval (which shall not be unreasonably withheld, conditioned or delayed). If Tenant wishes to make any such change in such approved plans and specifications, Tenant shall have Tenant's architect(s) and engineer(s) prepare plans and specifications for such change and submit them to Landlord for Landlord's written approval. If Landlord reasonably disapproves such change, Landlord shall specify in writing the reasons for disapproval and such plans and specifications shall be revised by Tenant and resubmitted to Landlord for Landlord's written approval. After Landlord's written approval of such change, such change shall become part of the plans and specifications approved by Landlord. (f) Tenant shall pay Landlord on demand prior to or during the course of construction of any Alterations (other than Cosmetic Alterations) an amount (the "Supervision Fee") equal to three percent (3%) of the total cost of such Alteration (and for purposes of calculating the Supervision Fee, such cost shall include architectural and engineering fees, but shall not include permit fees) as compensation to Landlord for Landlord's review of the plans and specifications for such Alterations and general oversight of the construction. In addition, Tenant shall pay to Landlord any direct costs incurred by Landlord with respect to any Alterations made by Tenant (beyond the normal services provided to tenants in the Building) and shall reimburse Landlord for all out-of-pocket expenses incurred by Landlord in connection with the review, approval and supervision of such Alterations. 8.2 All Alterations, that any architect retained whether temporary or permanent in character, made in or to the Premises either by Tenant or by Landlord shall become part of the Building and Landlord's property. At Landlord's sole election any or all Alterations made for or by Tenant shall be removed by Tenant from the Premises at the expiration or sooner termination of this Lease. Upon Tenant’s express written request making specific reference to this section 8.2, Landlord shall advise Tenant at the time of Landlord’s approval of any Alteration requested by ▇▇▇▇▇▇ (or within ten (10) Business Days after receipt of Tenant’s notice to Landlord with respect to those Alterations not requiring Landlord’s approval pursuant to section 8.1 above) whether Landlord will require the removal of the Alteration and restoration of the Premises to its previous condition at the expiration or sooner termination of this Lease. ▇▇▇▇▇▇▇▇’s failure to expressly waive in writing Tenant’s removal obligation as to any Alterations shall preserve Landlord’s right to make its foregoing election with respect to such Alterations. The Premises shall be restored by Tenant to their condition prior to the making of the Alterations, ordinary wear and tear excepted. The removal of the Alterations and the restoration of the Premises shall be performed by a general contractor selected by ▇▇▇▇▇▇ and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed), in which event Tenant shall pay the general contractor's fees and costs in connection with such work. Movable furniture, equipment, trade fixtures and personal property (except partitions) shall remain the property of Tenant and Tenant shall, at Tenant's expense, remove all such property from the Building at the end of the Lease Term. Termination of this Lease shall not affect the obligations of Tenant pursuant to this section 8.2 to be performed after such termination. 8.3 Tenant hereby acknowledges that notwithstanding anything contained herein to the contrary, Landlord is not and shall not be deemed to be a "participating owner" with respect to any Alterations be certified as (including, without limitation, the improvements made pursuant to Exhibit B, if any) made in or to the Premises. Prior to commencement of any work at the Premises, Tenant shall obtain from all contractors, subcontractors, laborers, materialmen, and suppliers performing work in the Premises for Tenant a Certified Access Specialist writing or writings duly executed by authorized representatives of such contractors, subcontractors, laborers, materialmen, or suppliers containing the following language or substantially identical provisions: "Contractor acknowledges and agrees that it is performing a work of improvement on a ▇▇▇▇▇▇'s leasehold interest and agrees to limit any right to impose a mechanic's or materialman's lien to ▇▇▇▇▇▇'s leasehold interest. Contractor further agrees that the work of improvement is not being performed at Landlord's insistence, is not being performed for the benefit of Landlord or Landlord's ownership (CASp)fee) interest, and that Landlord is not directing Contractor's work. Contractor further agrees that ▇▇▇▇▇▇▇▇ is not participating in the work of improvement or in Tenant's enterprise. Contractor further agrees that it will provide Landlord with written notice of commencement of work within three (3) business days following commencement, so that Landlord may timely post a Notice of Non-Responsibility. Contractor waives and relinquishes the completion benefit of such Alterationsthe "participating owner" doctrine as stated in California law, such architect shall certify and further waives and relinquishes any right it may otherwise have had to impose any mechanic's or materialman's lien on ▇▇▇▇▇▇▇▇'s ownership interest in the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55property."

Alterations. 8.1 Tenant shall not make any alterations, improvements, additions, modifications installations, or improvements in changes (other than the original Tenant's Work) of any nature in, on, or to the Premises or (any part thereof of the preceding, "Alterations") unless (including, without limitation, any initial improvements that may be constructed by i) Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without obtains Landlord’s prior 's written consent, (ii) Tenant complies with all conditions which may be imposed by Landlord, (iii) such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space Alterations will not, individually or in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding aggregate, lessen the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements fair market value of the Project Premises or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but or materially affect the Premises' or Project's utility, and (iv) Tenant shall give prior written notice of pays to Landlord Landlord's reasonable costs and expenses for architectural, engineering, or other consultants which reasonably may be incurred by Landlord in determining whether to approve any such Alterations Alterations. At least 30 days prior to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) making any Alterations, Tenant shall submit to Landlord, in written form, detailed plans of such proposed Alterations. Tenant shall, prior to the commencement of any Alterations, at Tenant's sole cost, (a) acquire (and deliver to Landlord a copy of) a permit(s) from appropriate governmental agencies to make such Alterations (any conditions of which permit Tenant shall comply with, at Tenant's sole cost, in a prompt and expeditious manner), (b) obtain and deliver to Landlord (unless this condition is waived in writing by Landlord) a lien and completion bond in an amount equal to 150 percent of the estimated cost of the proposed Alterations, to insure Landlord against any liability for Landlord’s mechanics' liens and to insure completion of the work, (c) provide Landlord with ten days' prior written approvalnotice of the date the installation of the Alterations (or the delivery of materials) is to commence, complete plans so that Landlord can post and specifications record an appropriate notice of non-responsibility, and (d) obtain (and deliver to Landlord proof of) reasonably adequate course of construction insurance, as well as workers' compensation insurance with respect to any of Tenant's employees installing or involved with such Alterations (which insurance Tenant shall maintain in force until completion of the Alterations). All Alterations, including Tenant's Building, will upon installation become the property of Landlord and will remain on and be surrendered with the Premises on the Expiration Date, except that Landlord may, at its election, require Tenant to remove any or all of the Alterations on the Expiration Date, by so notifying Tenant in writing on or before the Expiration Date, in which event, Tenant shall, at its sole cost, on or before the Expiration Date, repair and restore the Premises to the condition of the Premises prior to the installation of the Alterations which are to be removed. Tenant shall pay all costs for all work Alterations and other construction done or caused to be done by ▇▇▇▇▇▇Tenant and Tenant shall keep the Premises free and clear of all mechanics' and materialmen's lien's resulting from or relating to any Alterations. Such plans and specifications shall be prepared by responsible licensed architect(sTenant may, at its election, contest the correctness or validity of any such lien provided that (a) and engineer(s) approved in writing immediately on demand by Landlord, shall comply with all applicable codesTenant procures and records a lien release bond, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in issued by a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise company satisfactory to Landlord and authorized to issue surety bonds in Landlord’s reasonable discretion. Landlord shall respond the state in which the Premises are located, in an amount equal to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval 150 percent of the plans and specifications. Landlord may also requireamount of the claim of lien, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following which bond meets the completion requirements of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Section 3143 or any successor statute, and (b) Landlord may, at its election, require Tenant to pay Landlord's attorneys' fees and costs in participating in such an action.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications additions or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, the “Alterations”), ) without Landlord’s the prior written consentconsent of Landlord, such which consent shall not to be unreasonably withheld, conditioned or delayed, except for the installation of unattached, movable trade fixtures which may be installed without drilling, cutting or otherwise defacing the Premises. The distribution of electrical outlets throughout Tenant shall furnish complete plans and specifications to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed, at the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without time it requests Landlord’s consent only to any Alterations if the total desired Alterations: (i) will affect the Building’s Systems or Building’s Structure; or (ii) will require the filing of plans and specifications with any governmental or quasi-governmental agency or authority; or (iii) will require a building permit or other federal, state, county or local approvals with respect thereto; or (iv) will cost is Twenty-Five in excess of Ten Thousand Dollars ($25,000.00) or less 10,000.00). Subsequent to obtaining Landlord’s consent and it will not affect in any way the structural, exterior, entry or roof elements prior to commencement of the Project or the PremisesAlterations, or the mechanical, electrical, plumbing, utility or life safety systems Tenant shall deliver to Landlord any building permit required by applicable Law and a copy of the Project, but executed construction contract(s). Tenant shall give prior written notice reimburse Landlord within ten (10) days after the rendition of a b▇▇▇ for all of Landlord’s reasonable out-of-pocket costs incurred in connection with any Alterations, including all management, engineering, outside consulting, and construction fees incurred by or on behalf of Landlord for the review and approval of Tenant’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 product of (i) four percent (4%) and (ii) the costs of the Alterations. If Landlord consents to the making of any Alteration, such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents 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. All Alterations shall conform, at a minimum, to the Building Standards attached hereto as follows: Exhibit K, as the same may be modified by Landlord from time to time (a) Tenant shall submit to Landlord, for the “Building Standards”). Without Landlord’s prior written approvalconsent, complete plans and specifications Tenant shall not use any portion of the Common Areas either within or without the Project or Complex, as applicable, in connection with the making of any Alterations. 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 Project or Complex, as applicable, in order to comply with any applicable Laws, then Tenant shall reimburse Landlord upon demand for all work to costs and expenses incurred by Landlord in making such alterations and/or improvements. Any Alterations made by Tenant shall become the property of Landlord upon installation and shall remain on and be done by ▇▇▇▇▇▇. Such plans and specifications surrendered with the Premises upon the expiration or sooner termination of this Lease, except Tenant shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing 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 expiration or earlier termination of the Lease) remove all or any portion of any Alterations made by Tenant which are designated by Landlord to be removed (including without limitation stairs, bank vaults, and cabling, if applicable) 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. Notwithstanding the foregoing, upon Tenant’s request at the time it seeks Landlord’s consent to an Alteration, Landlord agrees to indicate in writing whether it will require such Alteration to be removed upon the expiration or earlier termination of the Lease. All construction work done by Tenant within the Premises shall be performed in 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 or Complex, as applicable. 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 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 codesLaws, lawsand Tenant shall be solely responsible for ensuring all such compliance. Notwithstanding the foregoing, ordinances, rules and regulations, Tenant shall not adversely be obligated to receive the written consent of Landlord for interior Alterations to the Premises (i) where the estimated cost of the proposed Alteration is Fifty Thousand Dollars ($50,000.00) or less, (ii) if said Alterations do not affect the basic Building shell or any systems, structural components or elements of the Building, or adversely affect the systems and equipment or which can be seen from outside the Premises, or (iii) if said Alteration shall be in not require a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereofbuilding permit or any federal, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also requirestate, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55county or local approvals.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications or improvements in or (a) Subject to the Premises or any part thereof (includingother terms of this Lease, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant Landlord shall give prior written notice of any such Alterations to Landlord. All Alterations in or to deliver the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost , and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans ▇ agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof“WITH ALL FAULTS” condition, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond have no obligation to ▇▇▇▇▇▇’s plans refurbish or otherwise improve the Premises throughout the Lease Term (except as otherwise provided herein); provided, however, and specifications (and notwithstanding the foregoing to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that the contrary, ▇▇▇▇▇▇▇▇’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit C. Notwithstanding the foregoing, Landlord warrants (but does not represent) that the mechanical, electrical, plumbing, and HVAC systems serving the Premises will be in good working order on the Commencement Date. (b) Tenant shall not make any alterations, additions or improvements to the Premises or Property (“Alterations”) without the prior written consent of Landlord, such consent not to be unreasonably withheld; provided, however, Tenant shall have the right at any time during the Lease Term, without needing Landlord’s prior written consent, to make cosmetic, non-response material and non-structural alterations to the Premises which cost shall not exceed Fifty Thousand Dollars ($50,000.00) in any single instance or series of related alterations performed within a six-month period (provided that Tenant shall not perform any improvements, alterations or additions to the Premises in stages as a means to subvert this provision). Notwithstanding the foregoing, Tenant shall make no Alterations to the Premises (i) which will adversely impact the Building’s mechanical, electrical or heating, ventilation or air conditioning systems, or (ii) which will adversely impact the structure of the Building, or (iii) which are visible from the exterior of the Premises or (iv) which will result in the penetration or puncturing of the roof or floor, without first obtaining Landlord’s prior written consent or approval to such Alterations (which consent or approval shall be deemed disapproval in the Landlord’s sole and absolute discretion). Notwithstanding the aforesaid, Tenant, at Tenant’s sole cost and expense, may install such trade fixtures as Tenant may deem necessary, so long as such trade fixtures do not penetrate or disturb the structural integrity and support provided by the roof, exterior walls or sub floors. All such trade fixtures shall be constructed and/or installed by qualified contractors approved by Landlord (such approval not to be unreasonably withheld, conditioned, or delayed), in a good and workmanlike manner, and in compliance with all applicable governmental and quasi-governmental laws, ordinances and regulations, as well as all requirements of Landlord’s insurance carrier. (c) Upon the expiration or earlier termination of this Lease, Tenant shall remove all trade fixtures and any other Alterations installed by Tenant within the Premises; and, upon such removal, Tenant shall restore the Premises to a condition substantially similar to that condition when received by Tenant; however, Tenant shall not be required to remove any Alteration that: (i) did not require Landlord's consent as provided in this Lease; and/or (ii) Landlord did not specifically require in any written consent from Landlord to Tenant to specifically be removed at the end of the plans Lease Term. In no event shall Landlord have any right to any of Tenant’s trade fixtures; and, except as otherwise set forth in this Lease Tenant will remove such trade fixtures upon the termination of this Lease, provided Tenant repairs any damage caused by such removal. If Tenant does not timely remove such property, then Tenant shall be conclusively presumed to have, at Landlord’s election (i) conveyed such property to Landlord without compensation or (ii) abandoned such property, and specificationsLandlord may dispose of or store any part thereof in any manner at Tenant’s sole cost, without waiving Landlord’s right to claim from Tenant all expenses arising out of Tenant’s failure to remove the property, and without liability to Tenant or any other person. Landlord may also requireshall have no duty to be a bailee of any such personal property. If Landlord elects abandonment, as a condition Tenant shall pay to its consent to Landlord, upon demand, any expenses incurred for disposition. (d) Tenant shall keep the Premises, the Building and the Property free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any architect retained such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with such Alterations be certified as a Certified Access Specialist all of Landlord’s costs and expenses, with interest thereon at the Default Rate (CASpdefined below), and that following Tenant shall indemnify and defend each and all of the completion Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such Alterations, such architect claim. Tenant’s indemnification of Landlord contained in this Paragraph shall certify survive the Premises as meeting expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all applicable construction-related accessibility standards pursuant to California Civil Code section 55other remedies provided herein or by law.

Alterations. 8.1 (a) Tenant shall not may make or suffer to be made any non-structural alterations, additions, modifications additions or improvements in in, on or to the Premises or any part thereof (including"ALTERATIONS"), provided Tenant shall not make any Alterations which would (i) reduce by more than $250,000 (as determined with respect to each Alterations project) the fair market value of the Premises (determined without limitationregard to the existence of this Lease), (ii) create a hazardous or illegal condition or violate any initial improvements that Legal Requirements, (iii) change the intended use of the Premises from the use permitted under Paragraph 3, (iv) increase the risk of a violation of any Environmental Law or otherwise increase any environmental risk to the Premises, (v) result in the rescinding or adverse modification of any waiver or stand-still agreement as to environmental compliance matters, zoning or any other Legal Requirements granted by any Governmental Authority, without, in each such case, submitting a written request for and obtaining the prior written consent of Landlord, which consent may be constructed by withheld in Landlord's absolute discretion (Alterations described in any one or more of the foregoing clauses (i) -- (v) being referred to as "RESTRICTED ALTERATIONS"). Redecoration of the interior of the Premises, such as painting, wallpapering, replacement of light fixtures or floor covering, and installation or deinstallation of artworks shall not constitute Alterations for purposes of this Lease. Moreover, Tenant shall not be required to obtain the prior written consent of Landlord as to non-structural alterations consisting solely of the reconfiguration of offices, workstations, support spaces and common areas in the Premises prior which are not Restricted Alterations ("PERMITTED OFFICE RECONFIGURATIONS"). Without limitation of Landlord's right to first commencing business operations in withhold its consent to Restricted Alterations, (A) Landlord may withhold its consent if an Event of Default then exists and (B) any consent to the Premises), or attach making of Restricted Alterations may be conditioned on the requirement that Tenant remove any fixtures or equipment thereto such Restricted Alterations at the end of the Term (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to as it may be unreasonably withheld. The distribution of electrical outlets throughout the open space in extended) and put the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentenceback into its former condition, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in repair any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or damage to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole caused thereby. In the event that the projected cost and expense as follows: of any proposed Alterations (aexclusive of Permitted Office Reconfigurations) exceeds $10,000,000, (i) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete not commence the work until and unless Landlord shall have approved plans and specifications for such Alterations, which approval shall not be unreasonably withheld or delayed, and (ii) upon Landlord's written request, Tenant shall submit the written opinion of an MAI appraiser reasonably acceptable to Landlord (or other evidence reasonably acceptable to Landlord) that the proposed Alterations shall not reduce the fair market value of the Premises (determined without regard to the existence of this Lease) by more than $250,000. In the event Tenant makes any changes in or to any mechanical component of the Premises (for example, a portion of the HVAC system), Tenant shall install mechanical equipment of equal or greater quality, functionality and utility. Notwithstanding anything in this Lease to the contrary, without Landlord's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), no Alterations shall be made to the Premises that consist of (i) the construction of any new or additional buildings or major structures or material additions to or expansions of any existing Improvements, (ii) the demolition of any Improvements or any material portions thereof, or (iii) the material modification of any structural components of the Improvements. (b) All Alterations shall be constructed in a good and workmanlike manner in compliance with all work Legal Requirements. Tenant shall satisfy the following conditions in connection with all Alterations, including Permitted Office Reconfigurations: (1) Tenant shall pay or cause to be done by ▇▇▇▇▇▇. Such plans paid the entire cost of such Alterations; (2) Tenant shall take all necessary steps to prevent the imposition of liens against the Premises as a result of such Alterations; (3) Tenant shall obtain and specifications shall be prepared by responsible licensed architect(s) pay for all building, occupancy and engineer(s) approved in writing by Landlord, other required permits and shall comply with all applicable codesLegal Requirements and deliver copies of all such permits to Landlord as soon as reasonably possible following issuance thereof; (4) Tenant shall cause the construction of Alterations, lawsonce commenced, ordinances, rules and regulations, shall not adversely affect to be diligently pursued to completion; (5) If the basic Building shell Alterations include any changes or any systems, components or elements new matter which would be shown on an updated ALTA/ACSM Class A Urban survey of the BuildingPremises (including Table A and other items customarily required by institutional lenders), then Tenant shall be obtain and submit to Landlord, promptly following substantial completion of the Alterations, a revised ALTA/ACSM Class A Urban survey of the Premises certified, and in a form sufficient reasonably satisfactory, to secure Landlord; (6) Except for Permitted Office Reconfigurations, Tenant shall provide Landlord with plans and any change orders for all Alterations as soon as reasonably possible following substantial completion of the approval Alterations; and (7) If the Alterations, together with any other related Alterations or series of all government authorities with jurisdiction over related Alterations are reasonably expected to cost in excess of $10,000,000 in the approval thereofaggregate, and Tenant shall be otherwise satisfactory provide to Landlord in Landlord’s reasonable discretion. Landlord shall respond (i) a construction budget showing all "hard" and "soft" costs to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant incurred in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of all such Alterations, such architect shall certify plus a reasonable contingency, and (ii) a proposed schedule of construction for the Alterations. (c) Notwithstanding anything to the contrary stated in this Paragraph 11, in the event Tenant is required to make Alterations to the Premises in order to comply with any Legal Requirements, Tenant shall (to the maximum extent reasonably possible in compliance with all Legal Requirements) satisfy the conditions specified in clauses (1) through (7) of this Paragraph 11 with respect to such Alterations and make or cause to make such Alterations in the manner which will have the least negative impact on the market value of the Premises. (d) Except as meeting Landlord and Tenant otherwise agree in writing, all applicable construction-related accessibility standards pursuant Alterations other than Severable Additions shall at once become a part of the realty and belong to California Civil Code section 55Landlord. Severable Additions, movable furniture, furnishings, decorations, art work, trade fixtures and other personal property of Tenant and its sublessees may be removed from the Premises upon or at any time prior to the expiration or earlier termination of this Lease, provided that Tenant shall repair any damage to the Premises resulting from such removal. For purposes of this Lease, the term "SEVERABLE ADDITIONS" shall mean all additions to the Premises prior to or during the Term which (1) are readily removable without causing more than de minimus damage to the Premises, (2) will not reduce the value, useful life or utility of the Premises if removed, (3) are not required for lawful occupancy of the Premises, and (4) have been paid for by Tenant after the date of this Lease. The obligations of Tenant under this Paragraph 11 shall survive expiration or earlier termination of this Lease.

Alterations. 8.1 Tenant shall will not make any or permit anyone to make alterations, additionsdecorations, modifications additions or improvements improvements, structural or otherwise, in or to the Premises or any part thereof (including, of the Building without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consentconsent of Landlord, such which consent shall not to be unreasonably withheld, conditioned or delayed. The distribution All of such alterations, decorations, additions or improvements permitted by Landlord must conform to all rules and regulations established from time to time by the Underwriters Association of the local area and conform to all requirements of the Federal, State and Local Governments. As condition precedent to such written consent of Landlord, Tenant agrees to obtain and deliver to Landlord four (4) sets of complete construction drawings prepared by Tenant’s Architect including structural, mechanical, plumbing, electrical outlets throughout and architectural drawings of the open space in alterations planned for the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentenceand in a form ready for application for Alteration Permit, Tenant may make such Alterations without Landlord’s consent but only if the total Alterations will cost over $5,000.00. Also, Tenant shall obtain written and unconditional waivers of mechanics and materialmen’s liens upon the Lands and Building of which the Premises are a part for all work, labor and services to be performed and materials to be furnished by them in connection with such work, signed by all contractors, subcontractors, materialmen and laborers to become involved in such work. If, notwithstanding the foregoing, any mechanic’s or materialmen’s lien is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or filed against the Premises, the Building and/or the Land, for work claimed to have been done for, or the mechanicalmaterials claimed to have been furnished to Tenant, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents lien shall be made discharged or bonded by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days thereof or by filing any bond required by law. If Tenant shall fail to discharge or bond any such mechanic’s or materialmen’s lien, Landlord may, at its option, discharge the same and treat the cost thereof as additional rent payable with the monthly installment of rent next becoming due; it being hereby expressly covenanted and agreed, that such discharge by Landlord shall not be deemed to waive, or release, the default of Tenant in not discharging the same. It is understood and agreed by Landlord and Tenant that any such alterations, decorations, additions or improvements shall be conducted on behalf of Tenant. It is further understood and agreed that in the event Landlord shall give its written consent to Tenant’s making any such alterations, decorations, additions or improvements, such written consent shall not be deemed to be an agreement or consent by Landlord to subject Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of interest in the plans and specifications. Landlord may also requirePremises, as a condition to its consent the Building or the Land to any Alterationsmechanic’s or materialmen’s liens which may be filed in respect to any such alterations, that any architect retained decorations, additions or improvements made by or on behalf of Tenant. Notwithstanding the above, Landlord hereby agrees and consents to Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), recarpeting and that following the completion of such Alterations, such architect shall certify repainting the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55at the sole cost and obligation of Tenant.

Alterations. 8.1 Section 7.01 Subject to Section 7.02, Tenant shall not will make any no alterations, installations, repairs, additions, modifications improvements or improvements in replacements (hereinafter singularly and collectively called “Tenant Changes”) in, to or to about the Demised Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without . Section 7.02 Landlord’s consent only if shall not be unreasonably withheld or delayed for non-structural Tenant Changes within the total cost is Twenty-Five Thousand Dollars Building. Section 7.03 Tenant Changes, including but not limited to, those consented to or approved by Landlord or within the purview of Section 7.02 hereof shall be performed in accordance with the following provisions: ($25,000.00a) or less and it will not affect in any way the structural, exterior, entry or roof elements No part of the Project Building or the Premises, or Demised Premises shall be adversely affected; (b) The proper functioning of any of the mechanical, HVAC, electrical, plumbing, utility sanitary, or life safety other systems of the ProjectBuilding shall not be adversely affected, but and the usage of such systems by Tenant shall give not be increased; (c) At least ten Business Days prior written notice to commencement of any such Alterations Tenant Changes, Tenant will furnish Landlord with a statement in reasonable detail of the nature and scope of the proposed Tenant Changes, an estimate of the cost thereof, and coordinated plans and specifications therefor in Auto Cad format, and if the cost of the proposed Tenant Changes can reasonably be estimated by Landlord to exceed $50,000, the foregoing plans and specifications as well as the estimate shall be prepared and signed by an architect licensed by the State of New York to whom Landlord has no reasonable objection; and if the nature of the proposed Tenant Changes, regardless of cost, in the sole discretion of Landlord requires it, the foregoing plans and specifications must also be approved by a professional engineer, licensed by the State of New York and selected by Landlord, whose reasonable charge shall be paid by Tenant, as Additional Rent promptly after being billed therefor; (d) Tenant agrees to pay to Landlord. All Alterations in or , as Additional Rent promptly after being billed therefor, a sum equal to Landlord’s actual costs and expenses for reviewing the Premises to which Landlord consents plans and specifications for such proposed Tenant Changes; (e) Tenant Changes shall be made done only by contractors and subcontractors satisfactory to and first approved by Landlord. Such approval will not be unreasonably withheld or delayed. However, elements of such Tenant Changes, regardless of cost, of a nature described in subdivisions (a) and (b) hereof shall be performed by contractors or subcontractors, as the case may be, satisfactory to and first approved by Landlord; (f) Tenant Changes shall be commenced promptly and prosecuted to completion by Tenant diligently and in a good and workmanlike manner; ​ (g) Tenant Changes shall be effected in compliance with the foregoing plans and specifications, Requirements and this Lease (including applicable provisions of this Lease); (h) Tenant, at Tenant’s sole cost and expense as follows: (a) Tenant expense, shall submit to Landlord, for Landlord’s prior written approval, complete file all required plans and specifications for necessary to obtain, and shall obtain, all work Approvals pertaining to Tenant Changes; (i) Tenant Changes are to be done by ▇▇▇▇▇▇. Such plans effected in a manner which will not cause or create a dangerous or hazardous condition; (j) All costs and specifications shall be prepared by responsible licensed architect(sexpenses of or incidental to Tenant Changes, including those reflected in clause (d) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Buildingthis Section 7.03, shall be borne solely by Tenant who shall establish to the reasonable satisfaction of Landlord prior to the commencement thereof and during its progress that these costs can and will be paid when due and that completion of the Tenant Changes will be effected as herein and in a form sufficient the other provisions of this Lease provided; and (k) Throughout the performance of Tenant Changes, Tenant, in addition to secure and not in limitation of the approval provisions of Article XIV hereof, shall maintain or cause to be maintained (i) Worker’s Compensation insurance, in statutory limits, for all government authorities with jurisdiction over eligible workmen engaged in performing Tenant Changes and (ii) Builder’s All-Risk insurance in an amount equal to the approval thereofvalue of Tenant Changes on the completion thereof naming Landlord and Tenant as insureds, as their interests may appear, and shall furnish Landlord with certificates evidencing the existence of such insurance prior to the commencement of any Tenant Changes, each of which by its terms shall state that such insurance is not to be otherwise satisfactory to terminated without giving Landlord in not less than thirty (30) days prior notice of such termination. Section 7.04 Landlord’s reasonable discretion. Landlord approval of Tenant Changes or of plans, specifications or working drawings therefor or of the architect or professional engineer shall respond create no responsibility or liability on the part of Landlord, as to ▇▇▇▇▇▇’s plans the contents of such plans, specifications and specifications (and drawings, for their completeness, design sufficiency, or for the performance of the architect or professional engineer or for compliance with Requirements, or otherwise in respect of or attributable to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55foregoing.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications additions or improvements in or to the Premises or any part portion thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”)) without in each instance, without Landlord’s the prior written consentconsent of Landlord; provided, such however, upon notice to, but without the consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentenceLandlord, Tenant may shall have the right to make such any Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the where same are non structural, exterior, entry do not require openings on the roof or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements exterior walls of the Building, do not affect any Building system, and the cost of same does not exceed $10,000.00 in the aggregate in any twelve month period. Any Alteration by Tenant hereunder shall be done in a form sufficient to secure the approval of all government authorities good and workmanlike manner in compliance with jurisdiction over the approval thereofany applicable governmental laws, statutes, ordinances and regulations. Before commencing any Alterations requiring Landlord’s consent: (a) plans and specifications therefor, prepared by a licensed architect, shall be otherwise submitted to and approved by Landlord (such approval shall not be unreasonably withheld or delayed); (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and approved by Landlord; (d) Tenant shall have furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord reflecting insurance coverage reasonably acceptable to Landlord; and (e) Tenant shall either furnish to Landlord a bond in form and substance satisfactory to Landlord, or such other security reasonably satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following insure payment for the completion of all work free and clear of liens. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55.

Alterations. 8.1 Tenant 9.1 The initial improvement of the Premises under this Lease shall not be accomplished by Landlord or its designated contractor in accordance with Exhibit B and all other applicable provisions of this Lease. Landlord is under no obligation to make any alterations, additions, modifications or improvements Alterations in or to the Premises or any part thereof (including, without limitation, any initial improvements that the Building except as may be constructed by Tenant otherwise expressly provided in the Premises prior to first commencing business operations in the Premises), or attach this Lease and any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but exhibits hereto. 9.2 Tenant shall give prior written notice of not make or permit anyone to make any such Alterations to Landlord. All Alterations in or to the Premises or the Building without the prior written consent of Landlord, which consent may be withheld or granted in Landlord's sole and absolute discretion with respect to Structural and System Alterations and any Alterations which Landlord consents 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 at Tenant’s sole cost and expense as follows: shall be made: (a) Tenant shall submit to Landlordin a good, for Landlord’s prior written approvalworkerlike, complete plans first-class and specifications for all work to be done prompt manner; (b) using new or comparable materials only; (c) by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) a contractor reasonably approved in writing by Landlord, shall comply ; (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 all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s 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 any resubmittal deliver to Landlord written, unconditional, full or partial (as applicable) waivers of plans) 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 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 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 (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’s , 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 Premises or the Building, fire and life safety system, the roof of the Building, or any areas outside of the Premises shall, at 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 five percent (5%) of the total cost of such Alteration. Promptly after the completion of an Alteration for which working 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 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 and correct such Alterations and restore the Premises and the Building. All Alterations to the Premises 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 expiration or earlier termination of the Lease Term; provided, however, that (a) if Tenant is not in default under this Lease, then Tenant shall have the right to remove, prior to the expiration or earlier termination of the 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 thereofof 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; provided that ▇▇▇▇▇▇▇▇’s non-response 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 disapproval 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, 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 the plans and specifications. Lease Term, the same shall at Landlord's option be deemed abandoned or become the property of Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection be surrendered with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting a part thereof; provided, however, that Landlord shall have the right at Tenant's expense to remove from the Premises any or all applicable construction-related accessibility standards pursuant such items or to California Civil Code section 55require Tenant to do the same, 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.

Alterations. 8.1 (a) Tenant shall will not make or permit anyone to make any alterations, additionsadditions or improvements, modifications structural or improvements otherwise, in or to the Premises or the Building without the prior written consent of Landlord, which consent, in the case of any part alterations, additions or improvements not involving structural elements or the exterior of the Building or Premises, shall not be unreasonably withheld, delayed or conditioned. Any such alterations, additions or improvements, structural or otherwise, must conform to all governmental regulations, as well as those established by the appropriate underwriter's associations. (b) As a condition precedent to such written consent of Landlord (but not the sole condition precedent to such consent), Tenant shall obtain and deliver to Landlord written and unconditional waivers of mechanics' liens upon the Land and the Building, for all work, labor and services to be performed, and materials to be furnished in connection with such work, signed by all contractors, subcontractors, materialmen and laborers to become involved in such work. Tenant shall not permit any mechanic's or materialman's lien to be established against the Land or the Building, the Premises, or any portion thereof, or against Tenant's leasehold interest in the Premises, in connection with or arising out of any work done on the Premises. In the event that any notice is received by Landlord with respect to any claim or any intent to file a mechanic's lien against the Land or the Building, the Premises, or against the Tenant's leasehold interest in the Premises, in connection with or arising out of any work done on the Premises, or for materials claimed to have been furnished to Tenant, such mechanic's lien shall be discharged by Tenant within ten (10) days after receipt of the notice of intent to claim a lien at Tenant's sole cost and expense by the payment thereof (or by filing any bond required by law. If Tenant shall fail to discharge any such mechanic's lien, Landlord may, at its option, discharge the same and treat any and all cost thereof as additional rent payable with the monthly installment of Basic Rent next becoming due. It is hereby expressly covenanted and agreed that such discharge by Landlord shall not be deemed to waive, or release, the default of Tenant in not discharging any such lien. Tenant shall defend, indemnify, and hold Landlord safe and harmless from and against any such alterations, additions or improvements, or in connection with any petition for, establishment of, or threat of establishment of any such lien, including, without limitation, reasonable attorneys' fees. (c) Tenant agrees that any initial improvements that may be constructed and/or alterations made by Tenant in it which are attached to the Premises prior to first commencing business operations so that removal of such improvements and/or alterations may, in the Premises)Landlord's sole reasonable discretion, or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or damage the Premises, shall become the property of Landlord and remain upon the Premises at the expiration or the mechanical, electrical, plumbing, utility or life safety systems termination of the ProjectTerm, but Tenant shall give prior written provided that, upon notice to Tenant, Landlord may require Tenant, upon the expiration or termination of the Lease, to remove any or all of such Alterations improvements and/or to Landlord. All Alterations in or to restore the Premises to which Landlord consents their condition as of the Commencement Date, excluding ordinary wear and tear. All property permitted or required to be removed by Tenant shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall deemed abandoned if not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) removed within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans after notice is given to Tenant and specifications. Landlord may also require, either retain it as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Landlord's property or may remove it at Tenant's expense.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications or improvements in or Notwithstanding anything to the Premises contrary contained or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant implied in the Premises prior to first commencing business operations in the Premises)Sublease, or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense Subtenant agrees as follows: (a) Tenant All work (the "Work") done in connection with the Subtenant Improvements shall submit to Landlord, for Landlord’s prior written approval, complete be performed and completed in a good and work▇▇▇-▇▇▇e manner and in accordance with (i) the preliminary plans and specifications for all work to be done prepared by Alex ▇. ▇▇▇▇▇▇ & ▇ssociates, Inc. dated June 21, 1996 and (ii) the specifications for the enviro-chamber shown on Exhibit B to that certain letter agreement between Sublandlord and 2820 Master Landlord dated August 1, 1996 containing 2820 Master Landlord's consent to the Subtenant Improvements (collectively, the "Plans and Specifications"). Such plans and specifications The Work shall be prepared subject to Master Landlords' final approval of construction documentation prior to commencement of any Work. No Work shall be done which is not described in the Plans and Specifications without the prior written consent of the Master Landlords. Prior to commencing any Work or receiving any materials in connection therewith, Subtenant shall give Sublandlord not less than fifteen (15) days notice to enable Subtenant to notify Master Landlords so that they may post a notice of nonresponsibility. (b) The Work shall be performed by responsible licensed architect(s) and engineer(s) a general contractor or such other contractors as have been approved in writing by Landlord, Master Landlords prior to commencement of any Work. (c) All work shall comply be done pursuant to appropriate building permits and in accordance with all applicable codes, laws, ordinances, rules governmental laws and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, . Subtenant shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereofsolely responsible for obtaining and satisfying such permits, laws and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans regulations. (d) All costs and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant expenses incurred in connection with such Alterations the Work shall be certified as a Certified Access Specialist at the sole expense of Subtenant. (CASp)e) Subtenant shall indemnify, defend and that following hold harmless Sublandlord and its agents, officers and directors, from and against all costs, expenses, claims, damages and liability (including but not limited to reasonable attorneys' fees) arising from (i) the completion acts or omissions of such AlterationsSubtenant or its contractors or subcontractors in performing the Work, such architect shall certify (ii) the Premises as meeting all applicable construction-related accessibility standards pursuant failure of Subtenant to California Civil Code section 55.abide by the terms of this Addendum, (iii) the design, specifications or material utilized in the

Alterations. 8.1 Without the prior written approval of Landlord, Tenant shall not make any alterations, additions, modifications or improvements in or cause to be made to the Premises any additions, renovations, alterations, improvements, reconstructions or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto changes (collectively, “"Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution ") (i) costing in excess of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Fifty Thousand Dollars ($25,000.0050,000), in the aggregate for any calendar year (ii) or less and it will not affect in any way affecting the structuralstructural components, exterior, entry mechanical systems, fire sprinkler systems, exterior walls, floors, ceilings or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility (iii) requiring or life safety systems resulting in any penetration of the Projectroof, but Tenant shall give prior written notice walls or floor of any such Alterations to Landlordthe Premises. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete Landlord reasonably detailed plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by proposed Alterations when requesting Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements 's approval of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretionproposed Alteration. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal not unreasonably withhold, condition or delay its approval of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the such plans and specifications. All Alterations installed in compliance with this Section shall remain upon the Premises and shall become Landlord's property upon their installation unless otherwise agreed in writing by the parties. All Alterations shall be done in a good and workmanlike manner, in conformity with all Applicable Laws. All trade fixtures, signs and other personal property installed in or attached to the Premises by Tenant must be new or like new when so installed or attached. Landlord may also requirerequire Tenant to provide demolition and/or lien and completion bonds in a form and amount reasonably satisfactory to Landlord. Tenant shall give Landlord at least twenty (20) days' written notice prior to the commencement of any Alterations to the Premises. Landlord shall have the right to post notices of non-responsibility and any other notices required or permitted by Applicable Law to avoid liability for any work performed by or on behalf of Tenant. If Tenant makes or causes to be made any Alteration in violation of this Section, as a then Landlord shall have the right to require Tenant to remove such Alteration and restore the Premises to the condition existing prior to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion making of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Alteration.

Alterations. 8.1 Tenant Subtenant shall not make in any alterationscircumstances alter, additionsamend, modifications repair and/or replace any of the mechanical equipment located within the Building or improvements on the third (3rd) floor of the Building or contained within the Leased Premises. No alteration, addition, improvement, or other change in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Leased Premises (hereinafter an “Tenant’s Initial AlterationsAlteration”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: Subtenant except under the following circumstances: (a) Tenant no Alteration shall submit to Landlord, for Landlord’s be made without the prior written approvalconsent of Landlord and Sublandlord to the specific Alteration (which consent shall not be unreasonably withheld, complete plans delayed, or conditioned), except usual nonstructural interior remodeling which enhances the value of the Leased Premises; (b) no Alteration shall be commenced until Subtenant has first obtained and specifications paid for all work to be done by ▇▇▇▇▇▇. Such plans required permits and specifications authorizations of all governmental authorities having jurisdiction; (c) any Alteration shall be prepared by responsible licensed architect(s) made promptly and engineer(s) approved in writing by Landlord, shall comply a good and workmanlike manner and in compliance with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect and requirements of all governmental authorities; (d) the basic Building shell or cost of any systems, components or elements of the Building, such Alteration shall be paid in a form sufficient cash or its equivalent, so that the Leased Premises shall at all times be free of liens and claims for work, labor, or materials supplied or claimed to secure have been supplied to the approval of all government authorities with jurisdiction over the approval thereofLeased Premises and, if Landlord and Sublandlord at any time so requests, no Alteration shall be otherwise commence or proceed unless Subtenant gives evidence satisfactory to Landlord in Landlord’s reasonable discretion. Landlord and Sublandlord that such Alteration will be fully paid for upon completion; and (e) any Alteration shall respond to ▇▇▇▇▇▇’s plans immediately become and specifications (and to any resubmittal of plans) within ten (10) business days remain the property of Landlord’s receipt thereof; , unless Landlord otherwise agrees, in writing, subject to the rights of Subtenant under this Sublease provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval upon termination of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55this Sublease.

Alterations. 8.1 Tenant Customer (or its sublicensee) shall not make or cause to be made any alterations, additions, modifications or improvements in or to Alterations without the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consentconsent and approval of Supplier, such which consent and approval shall not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises ; provided that: (“Tenant’s Initial Alterations”i) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant Customer (or its sublicensee) may make such Permitted Alterations without LandlordSupplier’s consent only if (such that, by way of example only, Supplier’s consent would be required for the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way installation of overhead ladder racks that are attached to the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Projectceiling, but Tenant Supplier’s consent would not be required for the installation of equipment which does not involve drilling into the floor or ceiling), and (ii) Customer (or its sublicensee) shall give prior written notice of any such Alterations to Landlord. All Alterations in or to have the Premises to which Landlord consents shall be made by Tenant right, at Tenant’s its sole cost and expense as follows: (a) Tenant shall submit and subject to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the Supplier's approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specificationsspecifications therefor and the contractors who shall perform such work, to install its own security system (“Customer’s Security System”) within the Colocation Space. Landlord may also requireSupplier shall: (1) notify Customer within fifteen (15) business days whether Supplier approves (or approves subject to conditions) or does not approve any proposed Alterations that require Supplier’s consent and Supplier’s failure to respond within the 15 business day timeframe to such proposed Alterations shall be considered a deemed approval by Supplier, as a condition to its consent to and (2) at Customer’s request made upon request for Supplier’s approval of any Alterations, that any architect retained by Tenant in connection with notify Customer whether it will require removal of such Alterations be certified at the end of the applicable Service Term. Customer (or its sublicensee) shall give Supplier not less than seven (7) business days’ prior written notice before commencing any Alterations (including, but not limited to, any Permitted Alterations) so as a Certified Access Specialist to permit Supplier to post appropriate notices of non-responsibility. If reasonably required by Supplier, Customer (CASp)or its sublicensee) shall also secure, and that following the completion of such prior to commencing any Alterations, at Customer’s sole expense, a completion and lien indemnity bond satisfactory to Supplier for such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55work.

Alterations. 8.1 Except as set forth in this Section 14.3, Tenant shall not make or allow to be made any alterations, additions, modifications or improvements in or Alterations to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent which shall not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved, conditioned or delayed. Notwithstanding the preceding sentenceforegoing, Tenant may make such Alterations shall have the right from time to time and at any time, without Landlord’s consent only if (but with reasonable prior notice to Landlord), (I) to perform Alterations that (i) do not exceed individually or in the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect aggregate in any way the structural, exterior, entry or roof elements year $100,000 per 50,000 rentable square feet of the Project or Premises (with the result rounded to the nearest tenth; i.e., with respect to the Original Premises, $350,000), 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 structure (as reasonably determined by Landlord’s engineer); (iii) are not Specialty Alterations (defined below), which shall be reasonably determined by Landlord during the mechanicalaforesaid thirty (30) day period (and in connection therewith, electrical, plumbing, utility Tenant shall provide to Landlord any documentation or life safety systems information reasonably requested by Landlord to enable Landlord to make such determination); and (iv) are not visible from outside of the ProjectBuilding; and (II) regardless of cost, but Tenant shall give prior written notice of any such Alterations to Landlordto: (a) paint and install wall coverings; (b) install and remove office furniture; and (c) install and remove carpeting and other floor coverings. All Alterations in Alterations, whether requiring Landlord’s consent or to the Premises to which Landlord consents not, shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit and, with respect to Landlordstructural, for Landlord’s prior written approvalmechanical, complete electrical or plumbing alterations, according to plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply such approval not to be unreasonably withheld, conditioned or delayed), in compliance with all applicable codesApplicable Laws, lawsby a licensed contractor approved by Landlord, ordinancessuch approval not to be unreasonably withheld, rules conditioned or delayed, and regulationsin a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, shall not adversely affect diminish the basic Building shell or any systems, components or elements value of the Building, Building or the Premises and shall be in at once become a form sufficient to secure part of the approval of all government authorities with jurisdiction over the approval thereof, realty and shall be otherwise satisfactory to Landlord surrendered with the Premises (except as provided in Landlord’s reasonable discretionSection 14.4, below). Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to will not charge any resubmittal supervisory or administrative costs or fees or any other costs or fees of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant type in connection with such Alterations be certified as any Alterations; provided, however, if Tenant requests that Landlord manage the construction of any Alteration, Tenant shall pay Landlord a Certified Access Specialist construction supervision fee for all alterations undertaken by or on behalf of Tenant in the amount of two percent (CASp)2%) of the hard costs of construction. In addition, Tenant shall reimburse Landlord for (x) any reasonably incurred, necessary and actual out-of-pocket review costs payable to third party architects and engineers, and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction(y) after-related accessibility standards pursuant to California Civil Code section 55hour costs for Landlord’s staff required for Building systems coordination.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications If Lessee desires to alter or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant perform additional construction work in the Premises (the "Alterations"), the cost of which exceeds $50,000.00 in any Lease Year, Lessee shall cause detailed plans and specifications (the "Lessee Plans") to be prepared and delivered to Lessor, which Lessee Plans shall reflect the proposed Alterations (unless the Alterations are limited to floor and wall coverings in which case detailed plans and specifications are not required). Further, any modifications to the exterior of the Premises shall be subject to Lessor's prior approval, which approval will not be unreasonably withheld. No romex wiring shall be allowed, nor shall water lines be placed in slabs, unless approved by Lessor prior to first commencing business operations in installation. Any equipment placed upon the Premises)roof as a result of the Alterations, or attach and any fixtures or equipment thereto roof penetrations, shall be approved by Lessor (collectively, “Alterations”), without Landlord’s prior written consent, such consent approval not to be unreasonably withheld. The distribution of electrical outlets throughout ) prior to the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements commencement of the Project or the PremisesAlterations. Lessor shall, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days following its receipt of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response the Lessee Plans, either approve (such approval not to be unreasonably withheld) such Lessee Plans or provide Lessee with written objections to the Lessee Plans (such process to repeat until the Lessee Plans are approved). No Alterations shall be deemed disapproval undertaken by Lessee until the Lessee Plans have been approved by Lessor (such approval not to be unreasonably withheld). Performance by Lessee of the plans and specifications. Landlord may also require, as a condition Alterations shall conform to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp)the approved Lessee Plans, and that following any material deviation will require Lessor's prior approval (such approval not to be unreasonably withheld). Lessee shall cause the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant Alterations to California Civil Code section 55be completed in accordance with sound construction practices and in a manner consistent with this Addendum No. 2.

Alterations. 8.1 (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 or permit to be made any alterations, additions, modifications or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), other Alterations without Landlord’s prior written consent, 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 unreasonably withheldemployed 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. The distribution Within thirty (30) days after completion of electrical outlets throughout 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 open space “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 reasonably designated by Landlord. 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 Initial Alterations”) delivering to Landlord such security for timely lien-free completion thereof as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit 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 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 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 Alteration is solely for Landlord’s benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the adequacy, correctness or sufficiency thereof or with respect to Laws or otherwise. (3) Notwithstanding anything to the contrary provided herein, Tenant shall be entitled to make Department of Building filings through the professional certification filing procedure. In addition, Tenant shall have the right to submit a scope set of plans and specifications to Landlord prior written approvalto 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), 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 all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretionsuch Alteration. Landlord shall respond execute any applications for any permits, approvals or certificates required to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained obtained by Tenant in connection with any permitted Alteration (provided that the 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 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 (30) 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 certified 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 Certified Access Specialist 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 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 thirty (CASp30) days after such termination, shall remove all (i) Specialty Alterations, including those included as part of Landlord’s Initial Alterations Work and (ii) subject to Section 6.1(C)(3), such other items installed by or on behalf of Tenant after the date of this Lease which are unusually difficult and/or expensive to remove as determined by Landlord in its reasonable discretion (the items described in this clause (ii) are referred to herein as “Additional Specialty Alterations”); provided, however, that (x) Tenant may elect, by written notice delivered to Landlord no later than six (6) months prior to the Expiration Date (the parties hereby agreeing that TIME SHALL BE OF THE ESSENCE with respect to such date and that following Tenant shall have no right whatsoever to make the completion 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 costs of removal of such Alterations, Specialty Alterations and/or Additional Specialty Alterations (such architect shall certify Removal Budget to include the costs of repairing and restoring any damage to the Building or the Premises as meeting caused thereby, together with a fee equal to five (5%) percent of all applicable construction-related accessibility standards 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 California Civil Code section 55.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 Alterations by Tenant, Tenant shall repair and restore in a good and workerlike manner to Building standard condition (reasonable wear and tear excepted) any damage to the Premises or the Building caused by such removal. The provisions of this Section 6.1(C)(2) shall survive the Expiration Date, except that, notwithstanding the foregoing, Tenant shall not be obligated to reimburse Landlord for the 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 remove any Specialty

Alterations. 8.1 Without first obtaining Landlord’s written consent, Tenant shall not make nor cause to be made any alterations, additionsinstallations, modifications improvements or additions in, on, under, or about the Premises; provided, however, notwithstanding the foregoing, Tenant shall be permitted, without notice to or consent from Landlord, to make any alterations, installations, improvements or additions in, on, under, or about the Premises, which are consistent with the character of the existing Improvements on the Premises and which do not materially diminish the fair market value of the Premises, taken as a whole. With respect to alterations requiring Landlord’s consent, which consent shall not be unreasonably withheld, conditioned, or delayed, if Landlord consents to any such alterations, installations, improvements or additions proposed to be made by Tenant, Tenant agrees that they shall be made and completed expeditiously, and shall in or all events be completed prior to the scheduled Expiration Date; they shall be constructed and completed in a good and workmanlike manner and in compliance with all applicable laws, rules, regulations, codes and ordinances and the requirements of all insurance policies, free and clear of all mechanics’ and other liens; and Tenant shall pay all costs and expenses in connection therewith. Tenant shall make no alterations or additions to any item of equipment, machinery or Personal Property included within the definition of the Premises that would void any warranty made by the supplier or manufacturer of any part thereof such item, result in the creation of any security interest, lien or encumbrance on any such item or impair the value or use thereof. All additions (including, without limitation, replacement parts, additions, modifications, repairs and accessories) hereafter made to any initial improvements that may be constructed by Tenant in item of equipment, machinery or Personal Property included within the definition of the Premises prior shall become a part thereof and Landlord’s property at the time made. Notwithstanding the foregoing, on or before April 30, 2015 but subject to first commencing business operations in the Premisesextension for a period not to exceed six (6) months on account of Force Majeure (as hereinafter defined), or attach any fixtures or equipment thereto Tenant shall increase the capacity of the Property in accordance with those certain upgrades further described on Schedule 1 attached hereto and made a part hereof (collectively, the “AlterationsUpgrade Work”), without and Tenant shall cause the Upgrade Work to be completed in a good and workmanlike manner, and commissioned to Landlord’s satisfaction, on or prior written consentto April 30, such consent 2015, subject to extension for a period not to be unreasonably withheld. The distribution exceed six (6) months on account of electrical outlets throughout the open space Force Majeure, free and clear of mechanics’ and other liens and in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentencecompliance with all applicable laws, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less rules, regulations, codes, ordinances and it will not affect in any way the structuralrequirements under insurance policies, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant all at Tenant’s sole cost and expense as follows: (a) and Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work cause to be done by ▇▇▇▇▇▇. Such plans delivered to Landlord on or before such date such certifications and specifications shall be prepared by responsible licensed architect(s) documentation confirming the same, in form and engineer(s) approved in writing by Landlordsubstance reasonably satisfactory to it, shall comply with including copies of all applicable codesfederal, laws, ordinances, rules state and regulations, shall not adversely affect municipal land use permits and approvals for the basic Building shell or any systems, components or elements use and occupancy of the Building, shall be Improvements on the Real Property (the “Permits”) or amendments to the Permits for the Upgrade Work or written determinations from the permit authorities that that Permits or amendments to the Permits are not required for the Upgrade Work). The date on which the Upgrade Work has been completed and commissioned in a form sufficient to secure accordance with the approval requirements of all government authorities with jurisdiction over the approval thereofthis Paragraph 7.3, and shall be otherwise evidence of the completion and commissioning thereof reasonably satisfactory to Landlord has been delivered to Landlord in Landlord’s reasonable discretion. Landlord shall respond accordance with the requirements of this Paragraph 7.3 is referred to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s nonherein as the “Upgrade In-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Service Date.”

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications or improvements in or alterations to the Premises or any part thereof (including, Improvements initially constructed pursuant to ARTICLE 5 without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent of Landlord not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without except that Landlord’s consent only if shall not be required for alterations: (a) as may be necessary due to emergency or to comply with Legal Requirements, (b) repair or replacement of building systems (such as replacement of HVAC systems), (c) interior tenant finish-out, and (d) the total net cost is Twenty-Five of which shall not exceed Two Hundred Fifty Thousand and No/100 Dollars ($25,000.00250,000.00) or less and it will that do not affect in any way alter or affect the structural, exterior, entry external appearance or roof elements structural integrity of the Project MOB. Tenant shall not make any alterations which may weaken or impair the structural strength or lessen the fair market value of all or any part of the MOB, or that may impair access, ingress or egress to, from or within the Campus, or change the site utilization or design of any building comprising part of the Campus or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to LandlordMOB. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within At least ten (10) business days of before any construction commences or materials are delivered for any alterations that Tenant is making to the Premises, whether or not Landlord’s receipt thereofconsent is required, Tenant shall give written notice to Landlord as to when the construction is to commence or the materials are to be delivered. Landlord shall then have the right to post and maintain on the Premises any notices that are required to protect Landlord and Landlord’s interest in the Premises from any liens for work and labor performed or materials furnished in making the alterations; provided provided, however, that ▇▇▇▇▇▇▇▇’s non-response it shall be deemed disapproval Tenant’s duty to keep the Premises free and clear of all liens, claims and demands for work performed, materials furnished or operations conducted on the plans and specificationsPremises at the request of Tenant. Tenant shall deliver to Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that all applicable mechanics lien releases immediately following the completion of such Alterationsany alterations. Tenant shall not at any time permit any mechanics’, such architect shall certify laborers’ or materialmen’s liens to stand against the Premises as meeting all applicable construction-related accessibility standards pursuant for any labor or material furnished to California Civil Code section 55Tenant or claimed to have been furnished to Tenant or Tenant’s agents, contractors or subtenants, in connection with work of any character performed or claimed to have been performed on the Premises by or at the direction or sufferance of Tenant. If any such lien attaches to the Premises and Tenant does not cause the same to be released by payment, bonding or otherwise within thirty (30) days after the attachment thereof, Landlord shall have the right but not the obligation to cause the same to be released, and any sums expended by Landlord in connection therewith shall be payable by Tenant on demand with interest thereon from the date of expenditure by Landlord.

Alterations. 8.1 Tenant shall not make or suffer to be made any alterationsalteration, additions, modifications addition or improvements in improvement to or to of the Premises or any part thereof (includingcollectively referred to herein as "alterations") without (1) the prior written consent of Landlord, without limitation, any initial improvements that may which consent shall not be constructed unreasonably withheld and shall not be delayed by Tenant in the Premises prior more than two (2) weeks (and if Landlord has not responded within two weeks then Landlord shall be deemed to first commencing business operations in the Premiseshave consented thereto), or attach any fixtures or equipment thereto and (collectivelyii) a valid building permit issued by the appropriate governmental authority; provided, “Alterations”)however, without Landlord’s prior written consentthat if such permit is not required, such consent not to then it shall be unreasonably withheld. The distribution of electrical outlets throughout sufficient that the open space alteration, addition (?) improvement be in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approvedcompliance with applicable governmental regulations. Notwithstanding the preceding sentenceforegoing, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars alterations costing five thousand and no/100 ($25,000.005,000) or less and it will not affect without the prior written consent of Landlord but shall, in any way the structuralsuch event, exterior, entry or roof elements promptly inform Landlord of the Project nature of the alteration, the cost thereof and the contractor engaged or prepared to be engaged to perform such work, and all such work shall be done pursuant to a valid building permit (or, if no such permit is required then in accordance with applicable governmental regulations). 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, ▇▇▇▇ ducts, main and subpanels), air conditioning, partitioning, drapery and carpet installations made by Tenant regardless of how attached to the Premises, or the mechanical, electrical, plumbing, utility or life safety systems together with all other alterations that have become an integral part of the Projectbuilding in which the Premises are a part, but shall be and become part of the Premises and belong to Landlord upon installation and shall not be deemed trade fixtures, (except as specifically permitted by this paragraph 8) shall remain upon and be surrendered with the Premises at the termination of the lease. At any time during the lease term, Tenant may, at its sole cost and expense and on not less than thirty (30) days' prior notice to Landlord, remove and keep any alteration originally made by Tenant at its cost and expense, provided that Tenant shall give prior written notice of repair any such Alterations to Landlord. All Alterations in or damage to the Premises caused by such removal and restore the affected area to which the condition existing prior to such alteration; provided that notwithstanding the foregoing, Tenant may not remove such alteration, to the extent they constitute Standard Tenant Improvements, within the last twelve (12) months of the lease term. Upon the expiration or sooner termination of the term, Landlord consents may, at its sole option, require Tenant, at Tenant's sole cost and expense, to promptly both remove any alteration made by Tenant during the term and Tenant shall repair any damage to the Premises caused by such removal. Nothing herein shall restrict Tenant's right to remove its moveable furniture or trade fixtures, providing that any movable furniture and equipment or trade fixtures remaining on the Premises at the expiration or other termination of the term shall become the property of Landlord unless promptly removed by Tenant. Any alteration (including the removal of past alterations) by Tenant shall be made by Tenant at its sole risk, cost and expense. Alterations requiring Landlord's consent (and the removal of past alterations where such work costs in excess of $5,000) shall be made only after Landlord's written approval of any contractor or person selected by Tenant for that purpose, which approval shall not unreasonably be withheld. If during the term any alteration, addition or change (?) the Premises is required by law, regulation, ordinance or order of any public authority, Tenant’s , at its sole cost and expense as follows: expense, shall promptly make the same. If during the term any alteration or change to the Common Area (aor to the Project or building in which the Premises is located and it being, in Landlord's judgment, impractical for the affected tenants to individually make such alterations, additions or changes) is required by law, regulation, ordinance or order of any public or quasi-public authority the cost of such alteration or change shall be a Common Area Change and Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements pay its percentage share of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory said costs to Landlord as provided in Landlord’s reasonable discretionparagraph 16. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may See also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASpparagraph 50), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55.

Alterations. 8.1 Tenant shall not may make any alterations, additionsinstallations, modifications additions or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises)demised premises, or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises building of which they form a part, including, but not limited to, an air conditioning or cooling system unit or part thereof or other apparatus of like or other nature, provided Tenant obtains Landlord's prior written consent (except as otherwise provided in this Lease), which will not be unreasonably withheld, and then only by contractors or mechanics licensed in the State of Connecticut, provided they are bonded. Such consent shall not be required by Landlord if such improvements are non-structural in nature and would not cost in excess of $75,000.00 provided that Tenant gives prior written notice to Landlord of such work. All other improvements, which are submitted to Landlord consents shall be approved within twenty (20) days or such approval shall be deemed made. Landlord agrees to approve any such alterations provided they do not materially, adversely affect the structure or systems of the building or diminish the gross area of the building or violate any existing laws or regulations. Any denial shall include a detailed reason for said denial. All horizontal and vertical penetrations to roof or walls shall require Landlords written approval, however, Landlord shall be deemed to have consented to all penetrations that are done in compliance with Exhibit B annexed hereto and made a part hereof. Landlord agrees to cooperate with Tenant in seeking any necessary permits and to provide its written authorization for any governmental submissions or applications based on plans approved by Landlord pursuant to this paragraph. All alterations, decorations, installations, additions or improvements upon demised premises, made by Tenant Tenant, including all paneling, decorations, partitions, railings and the like, shall be done at Tenant’s 's sole expense and, become the property of Landlord, (except trade fixtures not a part of the premises or as otherwise provided herein) and shall remain up and be surrendered with, said premises, as part thereof, at the end of the term or renewal term, as the case may be. Notwithstanding the above, Tenant shall be permitted to remove, at the end of its lease term, its generator installed by Tenant, raised computer flooring installed by Tenant and other computer or telecommunications equipment, and any equipment ancillary thereto provided however any damage caused by said removal shall be repaired and restored at Tenant's expense to its original condition and floors shall be recarpeted. Landlord has not conveyed to Tenant any rights in or to the outer side of the outside walls of the building of which the demised premises form a part, except as otherwise provided herein. During the term of this Lease, Tenant, at its sole cost and expense expense, shall have the right to install, maintain, use, repair and replace satellite antennas and related equipment and cabling on the roof of the Building in a location mutually agreeable to Landlord and Tenant, provided however, the location must be one where the satellite antennas can transmit and receive without interference. Tenant shall also have the right to install, maintain, use, repair and replace cabling for the satellite antennas throughout the chases and shafts of the Building. Upon the expiration or earlier termination of this Lease, Tenant shall remove all satellite antennas from the roof and repair any punctures or other damage caused to the roof as follows: (a) a result thereof. Tenant shall submit drawings and specifications of a licensed engineer certifying installation procedure including details of all penetrations through roof and/or walls. Upon written request to Landlord, for Landlord’s prior written approvalTenant, complete plans and specifications for all work at Tenant's cost, shall have the right to cause the Building to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect identified as the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that "▇▇▇▇▇▇▇▇’s non-response ▇.▇▇▇" building or such other name as may from time to time reflect its or any tenant's corporate identity, provided that the design, dimension, construction and location of such signage shall be in compliance with all applicable laws and regulations. The Tenant shall not suffer or permit any mechanics' or artisans' or other liens to be filed or placed or exist against the fee of the demised premises nor against the Tenant's leasehold interest in said premises by reason of work, labor, services or materials supplied or claimed to have been supplied to the Tenant or anyone holding the demised premises or any part thereof through or under the Tenant, and nothing in this lease contained shall be deemed disapproval or construed in any way as constituting the consent or request of the plans and specifications. Landlord may also requireLandlord, as a condition to its consent expressed or implied by inference or otherwise, to any Alterationscontractor, subcontractor, laborer or materialman for the performance of any labor or the furnishings of any materials for any specific improvements, alteration or repair of or to the demised premises or any part thereof, nor as giving the Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any architect retained mechanics' or other liens against the fee of the demised premises. If any such mechanic's lien shall at any time be filed against the demised premises, the Tenant shall cause the same to be discharged of record or bonded within thirty (30) days after the date of Tenant's notice of the filing of same, at Tenant's expense, or, in addition to any other right or remedy of the Landlord, the Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in Court or bonding. Tenant shall repay to Landlord within fifteen (15) days of demand, all sums disbursed or deposited by Landlord pursuant to the provisions of this paragraph, including Landlord's costs and expenses, incurred in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55therewith including reasonable attorney's fees.

Alterations. 8.1 Tenant shall not make any no alterations, installations, additions, modifications or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in place signs on the Premises prior to first commencing business operations in which are visible from outside the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in alterations, installations, additions or improvements, other than moveable furniture and moveable trade fixtures, made by Tenant to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for with Landlord’s prior written approvalconsent, complete plans shall remain upon and specifications for be surrendered with the Premises and become the property of Landlord at the expiration or termination of this Lease or the termination of Tenant’s right to possession of the Premises; provided, however, that Landlord may require Tenant, at Tenant’s cost, to remove any or all work alterations, installations, additions or improvements that are made without Landlord’s prior written consent or that Landlord designates, at the time of giving its consent thereto, to be done removed upon the expiration or termination of this Lease or the termination of Tenant’s right to possession of the Premises. All work performed by ▇▇▇▇▇▇. Such plans and specifications Tenant with respect to the Premises shall (a) be prepared performed so as not to alter the exterior appearance of the Building, (b) be preformed by responsible licensed architect(s) and engineer(s) a contractor approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall (c) be performed so as not to adversely affect the basic Building shell structure or any systems, components or elements safety of the Building, shall be in a form sufficient to secure the approval of (d) comply with all government authorities with jurisdiction over the approval thereofbuilding, safety, fire, and shall other codes and governmental and insurance requirements, (e) be otherwise performed so as not to result in any usage in excess of Building Standard of water, electricity, gas, HVAC (either during or after such work) unless prior written arrangements reasonably satisfactory to Landlord are made with respect thereto, (f) be completed promptly and in a good and workmanlike manner, and (g) be performed in such a manner that no valid mechanic’s, materialman’s, or other similar liens attached to Tenant’s leasehold estate and in no event shall Tenant permit, or be authorized to permit, any such liens (valid or alleged) or other claims to be asserted against Landlord or Landlord’s reasonable discretionrights, estates, and interests with respect to the Project or this Lease. In all events, Tenant shall not be entitled to perform any work unless and until Tenant has obtained and furnished to Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that an appropriate ▇▇▇▇▇▇▇▇’s non’▇ compensation policy covering all workmen and a general liability policy naming Landlord as a co-response shall be deemed disapproval of the plans and specificationsinsured with policy limits not less than $1,000,000. Landlord may also require, as at Tenant’s sole cost and expense, a condition lien and completion bond in an amount equal to its consent to the estimated cost of any Alterationsimprovements, that any architect retained by Tenant additions or alterations in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55which have been approved by Landlord.

Alterations. 8.1 Tenant shall not make any alterationsNo structural alteration, additionsaddition, modifications improvement, service or improvements in refinishing of or to the Premises or any part thereof (including, without limitation, any initial improvements that may exceeding $10.00 per square foot shall be constructed made by Tenant without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. The work described in the prior sentence, and all other work to the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto by Tenant (collectively, “Alterations”)) shall be performed strictly in accordance with all applicable building codes and governmental authority regulations and, without Landlord’s where required, pursuant to validly issued permits required for such work. All such Alterations, additions or improvements and any fixtures installed by Tenant shall become the property of Landlord upon the expiration or sooner termination of this Lease, provided that, unless Landlord provides otherwise in writing, prior written consent, such consent not to be unreasonably withheld. The distribution expiration or earlier termination of electrical outlets throughout the open space this Lease Tenant shall remove: (1) all cabling installed by Tenant or on behalf of Tenant in the Premises and Building; and (“2) any items that were expressly identified by Landlord for removal at or prior to the time of approval of their installation, and Tenant shall repair any damage from removal. Tenant shall not permit any mechanics’ liens to be filed against the Building or Property or land on which it is located or against Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding leasehold interest in the preceding sentencePremises by reason of work, labor, services or materials supplied or claimed to have been supplied to Tenant may make such Alterations without Landlord’s consent only if or anyone holding the total cost is Twenty-Five Thousand Dollars ($25,000.00) Premises through or less and it will not affect in any way under Tenant, whether prior or subsequent to the structural, exterior, entry or roof elements commencement of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of Term hereof. If any such Alterations to Landlord. All Alterations in or to mechanics’ lien shall at any time be filed it shall constitute a default under the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements provisions of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55this Lease.

Alterations. 8.1 5.01 The following provisions supplement but do not replace the provisions of this Lease related to alterations and repairs of the Premises by Tenant, now or afterward; where these provisions conflict with the other provisions of the Lease, however, the following provisions shall control. (a) Landlord shall have the right to approve the general contractor, construction manager, subcontractor, architect and engineer which Tenant may select; for electrical work connecting to Landlord's core electrical systems, however, Tenant shall utilize Landlord's contractor(s), provided their pricing is reasonably competitive with other bids, such decision to be made by Tenant within ten (10) days after submission of Tenant's receipt of bids. If Landlord's contractors' prices are not make reasonably competitive with other bids, then Tenant shall have the right to solicit independent bids from electrical contractors reasonably satisfactory to Landlord. (b) Landlord shall be entitled only to a five percent (5%) construction coordination fee, not in excess of $6,000, based upon the cost of Tenant's contractors' charges for alterations and repairs. (c) Prior to commencing any alterations, additionsTenant shall submit plans and specifications to Landlord , modifications which shall be approved or improvements in disapproved within thirty (30) business days after submission to Landlord. Landlord hereby notifies Tenant, and Tenant hereby agrees to be bound by such notification, that all fixtures and equipment built or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed installed by Tenant in the Premises prior to first commencing business operations in and on the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not Roof shall be required to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made removed by Tenant at the end of the Lease Term, at Tenant’s 's sole cost and expense as follows: (a) Tenant shall submit to Landlordexpense, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, a manner that shall comply with all applicable codes, laws, ordinances, rules terms and regulations, shall not adversely affect conditions for the basic Building shell or any systems, components or elements of original installation thereof as are in effect at the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion time of such Alterations, such architect shall certify removal leaving the said Premises and Roof in the same condition as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55they were at the commencement of this Lease ordinary wear and tear excepted.

Alterations. 8.1 6.2.1 Tenant shall not make any alterations or additions to the Premises nor make any contract therefor without first procuring Landlord's written consent. Any alterations, additions, modifications and improvements are to be made at Tenant's sole and separate cost. All alterations, additions, and improvements made by Tenant to or improvements in upon the Premises, except light fixtures, signs, electrical equipment, cases, counters or other removable trade fixtures, shall at once when made or installed be deemed to have been attached to the Premises and to have become the property of Landlord; provided, however, if prior to termination of this Lease, or any part thereof within thirty (including30) days thereafter, without limitationLandlord so directs by written notice to Tenant, any initial improvements that may be constructed by Tenant shall at the termination of this Lease or if notified within thirty (30) days thereafter, promptly remove the additions, improvements, fixtures, trade fixtures, floor covering and installations which were placed in the Premises prior by Tenant and which are designated in said notice or which are to first commencing business operations be retained by Tenant and shall repair any damage occasioned by such removal; and in default thereof Landlord may effect said removal and repairs at Tenant's expense. 6.2.2 All work with respect to any alterations, additions, and changes must be done in a good and workmanlike manner and diligently prosecuted to completion to the Premises)end that the Premises shall at all times be a complete unit except during the period of work. 6.2.3 Any such changes, alterations and improvements shall be performed and done strictly in accordance with the laws and ordinances relating thereto. In performing the work of any such alterations, additions or attach changes or of any fixtures or equipment thereto (collectivelyconstruction, “Alterations”), without Landlord’s prior written consent, Tenant shall have the work performed in such consent a manner as not to be unreasonably withheld. The distribution of electrical outlets throughout the open space cause nuisance. 6.2.4 Before commencing any such construction in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or about the Premises, or the mechanical, electrical, plumbing, utility or life safety systems Tenant shall notify Landlord in writing of the Project, but Tenant shall give prior written notice expected date of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval commencement thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond have the right at any time and from time to ▇▇▇▇▇▇’s plans time to post and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify maintain on the Premises such notices as meeting all applicable construction-related accessibility standards pursuant Landlord deems necessary to California Civil Code section 55protect the Premises and Landlord from mechanics' liens, materialmen's liens, or any other liens.

Alterations. 8.1 Tenant 14.1. Subtenant shall not make any alterations, additions, modifications additions or improvements (collectively, “Alterations”) in or to the Sublease Premises or make changes to locks on doors or add, disturb or in any way change any plumbing or wiring without obtaining the prior written consent of Sublandlord and Master Landlord. Any Alterations must be done in full compliance with the provisions of Article 4 of the Original Master Lease, as incorporated herein, and all other applicable provisions of the Master Lease; provided, however, that in all instances concerning Sublandlord’s approval of Subtenant’s Alterations, the time period in which Sublandlord shall have to grant or withhold its consent to such Alterations shall equal one hundred thirty percent (130%) of the corresponding time period under the Master Lease (i.e., if Master Landlord has ten (10) business days to approve an Alteration, Sublandlord shall have thirteen (13) business days in which to approve the same Alteration). All Alterations shall be made at Subtenant’s sole cost and expense and by contractors or mechanics approved by Sublandlord and Master Landlord, shall be made at such times and in such manner as Sublandlord may from time to time designate, and shall become the property of Sublandlord without its obligation to pay for such Alterations. All work with respect to any Alterations shall be performed in a good and workmanlike manner, shall be of a quality equal to or exceeding the then existing construction standards for the Building and shall be constructed in compliance with all plans approved by Sublandlord and Master Landlord. Alterations shall be diligently prosecuted to completion to the end that the Sublease Premises shall be at all times a complete unit except during the period necessarily required for such work. All Alterations shall be made strictly in accordance with all laws, regulations and ordinances relating thereto, including all building codes and regulations and the ADA. Subtenant, at its sole cost and expense, shall obtain any and all permits and consents of applicable governmental authorities (collectively “Permits”) in connection with all Alterations. Subtenant shall be liable to Sublandlord and Master Landlord for the reasonable costs of any improvements to the Building (whether or not on the Sublease Premises) which may be required as a consequence of Subtenant’s Alterations. Before commencing any alterations, additions or improvements costing in excess of Twenty Five Thousand Dollars ($25,000), Subtenant, at Subtenant’s cost, shall obtain and deliver to Sublandlord a performance bond and a labor and materials payment bond for the benefit of Sublandlord, issued by a corporate surety licensed to do business in New Jersey and reasonably acceptable to Sublandlord, each in the amount of one hundred twenty-five percent (125%) of the cost of the work in a form satisfactory to Sublandlord. No work or interior improvements installed in the Sublease Premises may be removed unless the same are promptly replaced with work or interior improvements of the same or better quality. Sublandlord hereby reserves the right to require any contractor, subcontractor or materialman working in or providing materials to the Sublease Premises to provide lien waivers and liability insurance covering the Alterations to the Sublease Premises. Subtenant shall give Master Landlord and Sublandlord ten (10) days written notice prior to the commencement of any Alterations and shall allow Master Landlord and Sublandlord to enter the Sublease Premises and post appropriate notices to avoid liability to contractors or material suppliers for payment for any Alterations. All Alterations shall remain in and be surrendered with the Sublease Premises as a part thereof at the termination of this Sublease, without disturbance, molestation or injury, provided that each of Master Landlord and/or Sublandlord may require any Alterations to be removed upon termination of this Sublease in their sole and absolute discretion. In such event, all expenses to remove said Alterations and to restore the Sublease Premises to normal building standards shall be paid by Subtenant. 14.2. Notwithstanding anything contained herein or in the Master Lease to the contrary, subject to Sublandlord’s rights and obligations under the Master Lease, Subtenant shall have the one time right to make, without Sublandlord consent, Cosmetic Changes and/or Non-Structural Alterations in the Sublease Premises, provided that the estimated cost thereof shall not exceed $25,000.00 in the aggregate. In connection therewith, Subtenant shall comply with the requirements of Sections 4.1(C) and 4.9 of the Master Lease. 14.3. Subtenant shall have no obligation to remove any Alterations made by Sublandlord prior to the Commencement Date (including, without limitation, any initial improvements that may be constructed Sublandlord’s Work) as required by Tenant in the Premises prior to first commencing business operations in Master Lease (the Premises), or attach any fixtures or equipment thereto (collectively, “Pre-Existing Alterations”). In the event Master Landlord notifies Sublandlord that any Pre-Existing Alterations for which Sublandlord is responsible to remove must be removed and the Sublease Premises restored, without Landlord’s prior written consentSublandlord shall, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentencesoon as reasonably practicable thereafter, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less notify Subtenant thereof and it will not affect in any way the structural, exterior, entry or roof elements of the Project or date on which Sublandlord requires access to the PremisesSublease Premises to so remove and restore (the “Access Date”), or which Access Date shall be no earlier than thirty (30) days prior to the mechanicalExpiration Date, electrical, plumbing, utility or life safety systems Sublandlord shall have the right to terminate this Sublease as of the ProjectAccess Date, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to which case the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response Access Date shall be deemed disapproval the Expiration Date of this Sublease for all purposes. In the plans and specificationsevent Subtenant fails to provide Sublandlord with access to the Sublease Premises for such purpose. Landlord Subtenant shall be liable to Sublandlord for any claims, losses, expenses or damages Sublandlord may also require, incur as a condition to its consent to any Alterationsresult thereof, that any architect retained by Tenant including, without limitation, all claims, losses, expenses or damages set forth in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Section 13.2 hereof.

Alterations. 8.1 (A) Tenant, upon at least ten (10) days written notice to Landlord, but without obtaining Landlord’s consent, may make Alterations which are purely decorative in nature such as painting, carpeting, wall covering, and the like (such Alterations, hereinafter “Decorative Alterations”). Tenant shall not make or permit to be made any alterations, additions, modifications or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), other Alterations without Landlord’s prior written consent, such which consent shall not to be unreasonably withheld, conditioned or delayed, provided that (1) with the exception of Landlord designated areas for Tenant’s exterior ground floor signage (which shall be governed by the provisions of Article 31). The distribution the outside appearance of electrical outlets throughout the open space Building shall not be affected; (2) the structural integrity of the Building shall not be affected; (3) except as otherwise expressly provided in this Lease, no part of the Building outside of the Premises shall be affected; and (“4) the proper functioning of the Building Systems shall not be affected. 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 additions to the Building Rules and Regulations for Construction Work upon fifteen (15) days’ prior notice to Tenant, provided however, that such changes or additions shall not (i) conflict with the express provisions of this Lease, (ii) be discriminatorily applied to Tenant or (iii) materially increase Tenant’s obligations or decrease Tenant’s rights under this Lease. (B) (1) Prior to making any Alterations (including the Initial Alterations”), Tenant shall, at Tenant’s expense, (i) other than with respect to Decorative 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, 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 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 shown on Exhibit B attached hereto are hereby approvedLandlord 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. Notwithstanding the preceding sentenceforegoing, Tenant shall submit Tenant’s plans and specifications to applicable Government Authorities in such format as may make be required by such Government Authorities. Within thirty (30) days after completion of such Alteration or as soon thereafter as reasonably practicable, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alterations without Landlord’s consent only if required by any Government Authority and shall furnish Landlord with copies thereof, together with the total cost is Twenty“as-Five Thousand Dollars built” plans and specifications for such Alterations, in AutoCad, Release 14 format ($25,000.00) or less and it will not affect such updated format then in any way the structuraluse), exterior, entry either on a 3 1/2” disk or roof elements of the Project or the PremisesCD Rom, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant such other format as shall give prior written notice of any such Alterations from time to time be reasonably designated by Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete performed substantially in accordance with the plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) therefor as approved in writing by Landlord, all Laws and the Rules and Regulations. All materials and equipment to be incorporated in the Premises as a result of any Alterations shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements be of quality equal to tenant space finishes generally used in the Building, 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 Hundred Fifty Thousand ($150,000.00) Dollars and requires a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereofbuilding permit, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal performed only under the supervision of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any licensed architect retained selected by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Tenant.

Alterations. 8.1 Tenant shall not have the right, from time to time, at Tenant's sole cost and expense, to make any alterations, additions, modifications or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Approved Improvements or the Sublease Premises any time after Final Completion of the Approved Improvements, provided Tenant is not then in default, subject, however, in all cases to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as followsthe following: (a) Prior to commencing any Tenant Work or applying for any permits in connection with any Substantial Alterations (costing more than $100,000.00), Tenant shall submit first obtain the Town’s written approval of same by submitting its proposed new Development Plan (and to Landlordthe extent that any change in use or operations will occur in connection with such Substantial Alterations, will be accompanied by a proposed new Operations Plan for Landlord’s prior written approvalTown Approval pursuant to Section 6.2 hereof) describing such Substantial Alterations or Improvements, complete plans according to the Plan Submission and specifications Approval Procedure. (b) No Alteration that is not a Substantial Alteration shall be made that will result in a change of use of the Sublease Premises or a significant change in the general design, character, size or impacts of the Project (unless said change of use has been approved by the Town in connection with the approval of a new Operations Plan pursuant to Section 6.2 hereof), or a violation of the terms of this Sublease. (c) No Tenant Work on any Alterations shall be undertaken until Tenant shall have procured and paid for all work to Required Permits and otherwise complied with all Legal Requirements. (d) Substantial Alterations shall be done designed by and conducted under the supervision of an architect or engineer selected by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved Tenant Work on Substantial Alterations, including any future Improvements costing in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements excess of the Building$100,000.00, shall be in a form sufficient subject to secure the requirements of Article 7 hereof. (e) Upon approval of all government authorities with jurisdiction over a new Development Plan under Section 8.3(a), the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response defined term “Approved D&O Plans” shall be deemed disapproval to include said new Development Plan in place of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55previously approved Development Plan.

Alterations. 8.1 Tenant shall not make (or permit to be made) any alterations, additions, modifications or improvements in or alteration to the Premises or any part thereof (including, without limitation, the attachment of any initial improvements that may be constructed by Tenant 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 Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent of Landlord not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises , conditioned or delayed, (“Tenant’s Initial Alterations”d) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations made pursuant to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications approved in writing in advance by Landlord, (e) is made after Tenant has provided to Landlord such reasonable indemnification and/or bonds requested by Landlord, including, without limitation, a performance and completion bond in such form and amount as may be satisfactory to Landlord to protect against claims and liens for all work labor performed and materials furnished, and to be done insure the completion of any alteration, (f) is carried out by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) persons approved in writing by Landlord who, if required by Landlord, deliver to Landlord before commencement of their work proof of such insurance coverage as Landlord may require, with Landlord named as an additional insured, and (g) is done only at such time and in such manner as to not disturb the Landlord or other tenants in the Building. All such alterations, improvements and additions (including all articles attached to the floor, wall or ceiling of the Premises) shall comply become the property of Landlord and shall, at Landlord's election, be (i) surrendered with the Premises as part thereof at the termination or expiration of the Term, without any payment, reimbursement or compensation therefor, or (ii) removed by Tenant, at Tenant's expense, with all applicable codesdamage caused by such removal repaired by Tenant. Tenant may remove Tenant's trade fixtures, lawsoffice supplies, ordinances, rules movable office furniture and regulations, shall equipment not adversely affect the basic Building shell or any systems, components or elements of attached to the Building, shall be in a form sufficient provided such removal is made prior to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval expiration of the plans Term, no uncured Event of Default has occurred and specificationsTenant promptly repairs all damage caused by such removal. Tenant shall indemnify, defend and hold harmless Landlord from and against all liens, claims, damages, losses, liabilities and expenses, including attorneys' fees, which may also requirearise out of, as a condition to its consent to or be connected in any Alterationsway with, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist change, addition or improvement. Within twenty (CASp), and that 20) days following the completion imposition of any lien resulting from any such Alterationschange, addition or improvement, Tenant shall cause such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant lien to California Civil Code section 55be released of record by payment of money or posting of a proper bond.

Alterations. 8.1 Tenant Upon approval by RX Technology Inc. in writing, Frontier City shall have the right, but not the obligation, to make any alterations, modifications, additions, modifications improvements or improvements in or updates, at RX Technology Inc.' sole cost and expense, to the Premises or any part thereof (includingFacility and/or the Equipment, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto as hereinafter defined (collectively, “the "Alterations”"); provided, without Landlord’s prior written consenthowever, such consent not that RX Technology Inc. shall have been deemed to be unreasonably withheld. The distribution approve Alterations if: (i) the Alterations are reasonably required by Frontier City: (a) for safety, quality or financial control reasons, or (b) if new technology and improvements are made to the same type of electrical outlets throughout the open space Facility and/or Equipment in the Premises industry and/or (“Tenant’s Initial Alterations”ii) as shown on Exhibit B attached hereto are hereby approvedrequired by any applicable laws, rules or regulations. Notwithstanding the preceding sentence, Tenant may make All such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant in a good and workmanlike manner. RX Technology Inc. agrees to pay Frontier City for the reasonable cost of such Alterations within thirty (30) days of receipt of an invoice therefor. (i) RX Technology Inc. agrees to make alterations, modifications, additions, improvements or updates, at Tenant’s its sole cost and expense (including any necessary design and engineering expenses), to the Facility and/or the Equipment, as follows:shall be mutually agreed to by the parties and in accordance with the Design Policy. (ii) RX Technology Inc. covenants that it will not make, or suffer or permit to be made, any Alterations in, on, or to the Facility and/or the Equipment without first: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved notifying Frontier City in writing by Landlordsufficiently in advance of the commencement thereof to enable Frontier City to post or record or both, shall comply with all applicable codesappropriate and effective notices of non-responsibility, laws(b) obtaining the written consent of Frontier City thereto, ordinances, rules and regulations, which consent Frontier City shall not adversely affect unreasonably withhold provided that the basic Building shell or any systems, components or elements proposed Alterations are of high quality and in harmony with the overall design and appearance of the BuildingPark, shall be and necessary to operate the Concession in a form sufficient to secure safe and efficient manner, (c) obtaining the written approval of Frontier City as to all government authorities with jurisdiction over the approval thereofcontractors, subcontractors, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant materialmen who will perform work or services or supply materials in connection therewith and (d) obtaining the written consent of Frontier City with such Alterations be certified as a Certified Access Specialist (CASp), respect to the proposed commencement and that following the completion date of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55.

Alterations. 8.1 Tenant shall not make any alterationsalteration, additionsaddition or improvement in, modifications to or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in upon the Premises (“Tenant’s Initial AlterationsAlteration”) as shown on Exhibit B attached hereto without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld with respect to proposed Alterations which (i) are hereby approved. Notwithstanding not structural in nature, (ii) do not affect the preceding sentenceBase Building Components, Tenant may make such Alterations without (iii) are, in Landlord’s consent only if opinion, compatible with the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less Building and it will not affect in any way the structural, exterior, entry or roof elements balance of the Project or Real Property and the PremisesBuilding’s mechanical, or the mechanicalplumbing, electrical, plumbingheating/ventilation/air conditioning, utility or communication, security and fire and other life safety systems (collectively, the “Building Systems”), and (iv) in Landlord’s opinion will not interfere with the use and occupancy of any other portion of the Project, but Building or the Real Property by any other tenant or permitted occupant thereof. Tenant shall give Landlord not less than ten (10) days’ prior written notice of any such Alteration Tenant desires to make. Any Alterations to Landlord. All Alterations in or to the Premises as to which Landlord consents shall consent shall be made only by contractors approved in advance, in writing by Landlord, which approval shall not be unreasonably withheld; provided, however, that Landlord may, in its sole discretion, specify the engineers and contractors to perform any work relating to or affecting the Building Systems or the Base Building Components. Tenant shall comply with all Legal Requirements applicable to each Alteration and shall deliver to Landlord complete set of “as built” plans and specifications for each Alteration. Any work to the balance of the Building or Real Property related to or affected or triggered by Tenant’s Alterations shall be performed by Tenant at Tenant’s sole cost and expense as follows: (a) or, at Landlord’s election, Landlord may perform such work at Tenant’s expense). Tenant shall submit be solely responsible for maintenance and repair of all Alterations made by Tenant. Tenant shall pay Landlord on demand (whether prior to Landlordor during the course of construction) an amount (the “Alteration Fee”) equal to five percent (5%) of the first One Hundred Thousand Dollars ($100,000.00) of the total cost of each Alteration and two and one-half percent (2 1/2%) of the portion of the total cost of each Alteration in excess of One Hundred Thousand Dollars ($100,000.00) (and for purposes of calculating the Alteration Fee, such cost shall include architectural and engineering fees, but shall not include permit fees) as compensation to Landlord for Landlord’s prior written approvalmiscellaneous costs incurred by Landlord in connection with the Alteration. In addition, complete plans and specifications ▇▇▇▇▇▇ shall reimburse Landlord for all work to be done third party fees paid by Landlord in connection with reviewing the proposed Alterations (whether or not the proposed Alterations are ultimately approved by Landlord or made by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord), shall comply with all applicable codesincluding, lawswithout limitation, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response architectural and engineering fees. All Alterations shall be deemed disapproval performed diligently and in a first-class workmanlike manner and in accordance with plans and specifications approved by Landlord, and shall comply with Landlord’s construction procedures and requirements for the Building (including Landlord’s requirements relating to insurance and contractor qualifications and scheduling of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASpwork), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications or improvements in or alterations to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of to the Project, but Tenant shall give including any changes to the existing landscaping, without Landlord's prior written notice consent. Landlord's approval of any such Alterations to Landlord. All Alterations in plans, specifications or to working drawings shall not be construed as an acceptance or approval of, and shall create no responsibility or liability on the Premises to which part of the Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlordfor, for Landlord’s prior written approvalthe completeness, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlorddesign or compliance with any federal, shall comply with all applicable codes, state or local laws, ordinances, rules and regulations, shall not adversely affect including the basic Building shell or any systemsAmericans With Disabilities Act. If Landlord gives its consent for such alterations, components or elements Landlord may post notices in accordance with the laws of the Buildingstate in which the premises are located. Any alterations made shall remain on and be surrendered with the Premises upon expiration or termination of this Lease, except that Landlord may, within 30 days before or 30 days 13 14 after expiration of the term, elect to require Tenant to remove any alterations which Tenant may have made to the Premises. If Landlord so elects, at its own cost Tenant shall restore the Premises to the condition designated by Landlord in its election, before the last day of the term or within 30 days after notice of its election is given, whichever is later. Should Landlord consent in writing to Tenant's alteration of the Premises, Tenant shall contract with a contractor approved by Landlord for the construction of such alterations, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereofappropriate governmental approvals and permits, and shall be otherwise satisfactory to Landlord complete such alterations with due diligence in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s compliance with plans and specifications (and to any resubmittal of plans) within ten (10) business days of approved by Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response . All such construction shall be deemed disapproval performed in a manner which will not interfere with the quiet enjoyment of other tenants of the plans Project. Tenant shall pay all costs for such construction and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify keep the Premises as meeting and the Project free and clear of all applicable construction-related accessibility standards pursuant to California Civil Code section 55mechanics' liens which may result from construction by Tenant.

Alterations. 8.1 Tenant shall not make or suffer to be made, any ----------- alterations, additions, modifications additions or improvements in ("Alterations") in, on or to the Premises or any part thereof (includingthereof, without limitationthe prior written consent of Landlord; and any such alteration, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises)addition, or attach any fixtures improvement in, on or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanicalexcept movable furniture and trade fixtures, electrical, plumbing, utility or life safety systems shall at once become a part of the Project, but Tenant shall give prior written notice of any such Alterations Building and appurtenant realty and belong to Landlord. All Alterations in Any such alteration, addition or to the Premises to which Landlord consents improvement by Tenant, shall be made by Tenant at Tenant’s 's sole cost and expense as follows: (a) expense, and any contractor or person selected by Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to make the same must first be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord. All of the foregoing, together with all repairs required to be made by Tenant, shall comply be made in good and workmanlike manner and in compliance with all applicable codesgovernmental requirements and rating bureau recommendations, lawsand shall be performed by competent workmen whose labor union affiliates are not incompatible with those of any workmen who may be employed in the Building by Landlord its contractors or subcontractors. Tenant shall obtain all necessary permits from governmental authorities. Tenant agrees not to create, ordinancesincur, rules impose, or permit, or suffer to exist any lien or other obligation against the Premises or Landlord (or shall provide adequate security or bond, in a manner satisfactory to Landlord, and regulationsuse due diligence to contest any such lien or other obligation in good faith) by reason of any alteration or improvement or any repair or decoration permitted or required to be made by Tenant pursuant to this Lease, and Tenant agrees to hold Landlord harmless from and against any and all claims and demands by contractors or other third persons against the Premises or Landlord relating to or arising out of any such alteration, improvement, repair or decoration. This Paragraph 10 shall apply to any work performed by Tenant in making the Premises initially ready for use and occupancy. Notwithstanding the foregoing to the contrary, if the Alterations (i) are of a cosmetic nature such as painting, wallpapering, hanging pictures, millwork and carpeting, (ii) are not adversely visible from the exterior of the Premises or the Building and (iii) do not affect the basic Building shell systems or any systems, components or the structural elements of the Building, then such no consent shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereofrequired; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its even if Landlord's consent to any Alterationsan Alteration is not required, that any architect retained by Tenant in connection shall still comply with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55this Section.

Alterations. 8.1 Tenant 10.1. Lessee shall not not, without first obtaining Lessor’s written consent, make or perform, or permit the making or performance of, any alterations, additionsinstallations, modifications improvements, additions and/or other physical changes in, to or improvements in upon the Building, interior or to exterior, or the Premises or any part portion thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consentprovided, however, that minor items of repair, adjustment and decoration not exceeding a cost of $50,000.00 for any one project (soft costs and hard costs together) shall not be deemed “Alterations” for the purposes of this Lease, but only if such consent not to be unreasonably withheld. The distribution minor items of electrical outlets throughout the open space repair are strictly non-structural in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approvednature. 10.2. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlordobtaining of Lessor’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in to any way the structuralAlterations, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such all Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant and performed at TenantLessee’s sole cost and expense as follows: expense. Further, it is agreed, stipulated and understood (ai) Tenant that together with Lessee’s request for Lessor’s consent to any Alterations, Lessee shall submit to Landlord, for Landlord’s prior written approval, complete Lessor detailed plans and specifications for all work and such other information with respect to the proposed Alterations as Lessor shall reasonably request, (ii) that Lessor shall be provided with reasonable opportunity to bid with respect to carrying out of any Alterations, and (iii) that if the Alterations are not to be done carried out by ▇▇▇▇▇▇Lessor, then Lessee shall deliver notice to Lessor of the name and address of the proposed contractor, and if Lessor objects to such contractor carrying out Alterations to the Premises and can show reasonable grounds for such objection (which shall not be simply based upon professional competition) then Lessee shall not employ such contractor to carry out the Alterations in question. 10.3. Such plans Prior to the commencement of any proposed Alterations, Lessee shall furnish to Lessor duplicate original policies of (or Certificates of Insurance evidencing) worker’s compensation insurance covering all persons employed by Lessee in connection with such Alterations, including those to be employed by all contractors and specifications subcontractors and such policies shall be prepared issued by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereofcompanies, and shall be otherwise in form and amounts, reasonably satisfactory to Landlord Lessor and shall be maintained by Lessee or by the applicable contractors or subcontractors, as the case may be, until the completion of such Alterations. Lessee shall also furnish partial waivers of mechanics liens for all work performed and paid for in Landlord’s connection with such Alterations, and copies of all necessary Permits. 10.4. In the event that any mechanics or other lien or any notice of intention to file a lien is filed against the Premises in connection with any Alterations, Lessee shall promptly cause the same to be discharged of record by payment, bond, order of a court of competent jurisdiction or any other method permitted by law, and in any event, within sixty (60) days after receiving notice of the same. Lessee shall indemnify and save Lessor harmless from and against all costs, liabilities, suits, penalties, claims, and demands (including reasonable discretioncounsel fee and disbursements) in connection with the commencement and prosecution of the foreclosure of any such mechanics or other lien. Landlord If Lessee shall respond fail to ▇▇▇▇▇▇’s plans comply with the foregoing provisions, Lessor shall have the option (but not the obligation) of paying and specifications (and discharging or bonding any such lien, the cost thereof to any resubmittal of plans) be payable by Lessee to Lessor within ten (10) business days of Landlord’s receipt thereof; provided that receiving a ▇▇▇▇▇▇▇▇▇ therefor, as Additional Rent hereunder. 10.5. Notwithstanding Lessor’s non-response shall be deemed disapproval approval of the plans and specifications. Landlord may also require, as a condition to its consent to specifications for any Alterations, all Alterations shall be made and performed in full compliance with all applicable Laws then in effect and all necessary Permits, and all materials and equipment to be incorporated in the Building as a result of any Alterations shall be of a quality consistent with that existing at the date thereof. Lessor shall jointly sign any architect retained application made by Tenant Lessee for any building permit whether or not the work in question requires Lessor’s consent hereunder. 10.6. Approval by Lessor of any plans, specifications or selection of materials by Lessee in connection with any Alterations shall not constitute an assumption of any responsibility by Lessor of any kind, including (but not limited to) as to their accuracy or sufficiency. Lessee shall be solely responsible for such Alterations be certified plans, specifications and the selection of materials. Lessee covenants and agrees to indemnify Lessor and hold Lessor harmless against and from any and all claims, costs, suits, damages and liability whatsoever arising out of or as a Certified Access Specialist result of any Alterations performed by Lessee or by Lessee’s contractors, subcontractors, agents or employees, including reasonable attorneys fees for the defense thereof. 10.7. All Alterations and any replacements therefor, whether temporary or permanent in character, which are made by Lessee pursuant to the provisions of this Section 10 (CASp)unless the same shall constitute Lessee’s Personalty pursuant to the provisions of Section 19.1 below) shall be the property of Lessor immediately upon the installation of the same and shall remain upon and be surrendered with the Premises as a part thereof at the expiration of the Initial Term or, if appropriate, the Renewal Term, without compensation to Lessee. Notwithstanding the foregoing, at the expiration of the Initial Term or Renewal Term (as appropriate) Lessor shall have the option to require Lessee, at Lessee’s sole cost and that following expense, to restore the completion Premises to their condition prior to the carrying out of such Alterations, ordinary wear and tear excepted, provided that it is agreed and understood that this option of Lessor shall not apply to Lessee’s Initial Work or Lessee’s Additional Work, and provided further that Lessor shall only be permitted to require such architect shall certify restoration in the Premises as meeting all applicable construction-related accessibility standards pursuant event that Lessor made such a requirement an express condition of Lessor’s consent to California Civil Code section 55such Alterations at the time such consent was granted.

Alterations. 8.1 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 any alterations, decorations, additions, improvements or other changes (collectively “Alterations”) in or to the Premises except as set forth in Exhibit B or otherwise expressly provided in this Lease. 9.2 Tenant shall not make or permit anyone to make any alterations, additions, modifications or improvements Alteration in or to the Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), Building without Landlord’s prior written consent, such which consent shall not to be unreasonably withheld. The distribution withheld or delayed with respect to proposed Alterations that are not visible from the exterior of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or do not affect the Building’s structure, and do not impair the Building’s mechanical, electrical, plumbingplumbing or HVAC systems. Any Alteration made by Tenant shall be subject to the preceding sentence and shall be made: (a) in a good, utility or life safety systems workmanlike, first-class and prompt manner; (b) using new materials only; (c) by a contractor and in accordance with plans and specifications and procedures reasonably approved in writing by Landlord; (d) in accordance with legal requirements and requirements of any insurance company insuring the Building; (el after obtaining any required consent of any Mortgagee; and (f) after obtaining a workmen’s compensation insurance policy reasonably approved in writing by Landlord and any other insurance reasonably required by Landlord (provided, however, that this requirement shall be satisfied if such insurance is carried by the contractor performing the work). Upon completion of the ProjectAlteration, but Tenant shall give prior written notice deliver to Landlord written, unconditional waivers of any such Alterations to Landlord. All Alterations in or to mechanics’ and materialmen’s liens against the Premises and the Building from all contractors, subcontractors, laborers and material suppliers for all work and materials in connection with such Alteration. If any lien (or a petition to which Landlord consents establish a lien) is filed in connection with any Alteration, then such lien (or petition) shall be made discharged by Tenant at Tenant’s sole cost and expense as follows: within twenty (a20) days thereafter by the payment thereof or filing of a bond acceptable to Landlord. Landlord’s consent to the making of an Alteration shall be deemed not to constitute Landlord’s consent to subject its interest in the Premises or the Building to liens which may be filed in connection therewith. Tenant shall submit hire Landlord (or its designee) to perform any structural Alteration, provided that the charge to Tenant therefor is reasonable. Notwithstanding anything to the contrary contained in this Article IX, Tenant shall have the right from time to time and at any time, without Landlord’s consent, to perform the following work within the Premises: (i) paint and install wall coverings, (ii) install and remove office furniture, (iii) relocate existing electrical outlets, (iv) install and remove workstations, (v) install and remove Tenant’s equipment and perform cable pulls in connection therewith (provided no work within the walls or above the ceiling tiles is performed in connection with such installation and removal), and (vi) install and remove carpeting and other floor coverings. If appropriate in view of the nature and scope of the Alterations, Tenant shall furnish Landlord with an updated set of “as-built” drawings reflecting any alterations made by Tenant. 9.3 If any Alteration for which Landlord’s consent is required is made without Landlord’s prior written approvalconsent, complete plans then Landlord shall have the right at Tenant’s expense to remove and specifications for correct such Alteration and restore the Premises and the Building to their condition immediately prior thereto or to require Tenant to do the same. All Alterations to the Premises or the Building made by either party shall immediately become Landlord’s property and shall remain upon and be surrendered with the Premises at the expiration or earlier termination of the Lease Term; provided, however, that Tenant shall have the right to remove, prior to the expiration or earlier termination of the Lease Term, all work to be done by ▇▇▇▇▇▇. Such plans of Tenant’s trade fixtures, movable furniture, furnishings and specifications equipment (collectively, “Tenant’s Removables”); and except that Tenant shall be prepared by responsible licensed architect(s) and engineer(s) approved required to remove all Alterations to the Premises or the Building which Landlord designates in writing for removal at the time Landlord approves installation of such Alteration. Movable furniture, furnishings and equipment shall be deemed to exclude any item which would normally be removed from the Premises with the assistance of any tool or machinery other than a dolly. Landlord shall have the right to repair at Tenant’s expense all damage to the Premises or the Building caused by Landlordsuch removal or to require Tenant to do the same. If any such furniture, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall furnishing or equipment is not adversely affect removed by Tenant prior to the basic Building shell expiration or any systems, components or elements earlier termination of the BuildingLease Term, then the same shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, become Landlord’s property and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection surrendered with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant a part thereof; provided, however, that Landlord shall have the right to California Civil Code section 55remove from the Premises at Tenant’s expense such furniture, furnishing or equipment and any Alteration which Landlord designated in writing for removal as set forth above.

Alterations. 8.1 Tenant shall not make any alterations, additions, modifications additions or improvements in or to the Premises or any part thereof Property (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”)) without the prior written consent of Landlord. Tenant shall have the right at any time during the Lease Term, without needing Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in make cosmetic, non-material and non-structural alterations to the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total which cost is Twenty-Five shall not exceed Ten Thousand Dollars ($25,000.0010,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or one calendar year. Tenant shall make no Alterations to the Premises, or including, without limitation any Alterations (i) which will adversely impact the Building’s mechanical, electricalelectrical or heating, plumbingventilation or air conditioning systems, utility or life safety systems (ii) which will adversely impact the structure of the ProjectBuilding, but Tenant shall give or (iii) which are visible from the exterior of the Premises or (iv) which will result in the penetration or puncturing of the roof, without first obtaining Landlord’s prior written notice of any consent or approval to such Alterations to Landlord. All Alterations in (which consent or to the Premises to which Landlord consents approval shall be made by Tenant in the Landlord’s sole and absolute discretion). Notwithstanding the aforesaid, Tenant, at Tenant’s sole cost and expense expense, may install such trade fixtures as follows: (a) Tenant may deem necessary, so long as such trade fixtures do not penetrate or disturb the structural integrity and support provided by the roof, exterior walls or sub-floors. All such trade fixtures shall be constructed and/or installed by contractors approved by Landlord, in a good and workmanlike manner, and in compliance with all applicable governmental and quasi-governmental laws, ordinances and regulations, as well as all requirements of Landlord’s insurance carrier. Upon the expiration or earlier termination of this Lease, Tenant shall submit remove all trade fixtures and any other Alterations installed by Tenant within the Premises; and, upon such removal, Tenant shall restore the Premises to a condition substantially similar to that condition when received by Tenant. However, notwithstanding the aforesaid, upon Landlord’s written election, such Alterations shall revert to Landlord and shall remain within the Premises. In no event shall Landlord have any right to any of Tenant’s trade fixtures; and, except as otherwise set forth in this Lease, Tenant may remove such trade fixtures upon the termination of this Lease, provided Tenant repairs any damage caused by such removal. If Tenant does not timely remove such property, then Tenant shall be conclusively presumed to have, at Landlord’s election (i) conveyed such property to Landlord without compensation or (ii) abandoned such property, and Landlord may dispose of or store any part thereof in any manner at Tenant’s sole cost, without waiving Landlord’s right to claim from Tenant all expenses arising out of Tenant’s failure to remove the property, and without liability to Tenant or any other person. Landlord shall have no duty to be a bailee of any such personal property. If Landlord elects abandonment, Tenant shall pay to Landlord, upon demand, any expenses incurred for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55disposition.

Alterations. 8.1 Tenant shall not at any time during the Term of this Lease make any alterationsopenings in the roof or exterior walls of the Building or make any Tenant alteration, additions, modifications addition or improvements in or improvement to the Premises or any part portion thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “"Alterations”)") without in each instance, without Landlord’s the prior written consentconsent of Landlord; provided, such however, upon notice to, but without the consent of Landlord, Tenant shall have the right to make any Alterations where same are non-structural, do not to be unreasonably withheld. The distribution require openings on the roof or exterior walls of electrical outlets throughout the open space Improvements, do not affect any Building system, and do not exceed TEN THOUSAND AND NO/100 DOLLARS ($10,000.00) in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect aggregate in any way twelve (12)-month period. No Alteration to the structuralPremises for which Landlord's consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, exteriorevidencing workmen's compensation coverage, entry and insurance coverage in amounts satisfactory to Landlord and protecting Landlord against public liability and property damage to any person or roof elements of the Project property, on or off the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows:arising out of (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be therefor, prepared by responsible a licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Buildingarchitect, shall be in a form sufficient submitted to secure the and approved by Landlord (such approval of all government authorities with jurisdiction over the approval thereof, and shall not be otherwise satisfactory unreasonably withheld or delayed); (b) Tenant shall furnish to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55.;

Alterations. 8.1 (a) Tenant shall not make or allow to be made any alterations, alterations or physical additions, modifications or improvements in or to the Premises or any part thereof (including, without limitation, any initial improvements that may fixtures, to the Premises other than normal painting, carpeting, wall-coverings and office decorations ("Alterations") or place safes, vaults, filing systems, libraries or other heavy furniture or equipment within the Premises without first obtaining the consent of Landlord, which consent shall not be constructed by Tenant unreasonably withheld in the Premises prior to first commencing business operations in case of an Alteration which (i) has no adverse effect on the Premises)Building's structure or systems, or attach any fixtures or equipment thereto (collectively, “Alterations”)including, without Landlord’s prior written consentlimitation, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility HVAC, fire safety, fire protection or life safety elevator systems of the ProjectBuilding (collectively, but Tenant shall give prior written notice "Building Systems"); (ii) is not visible from the exterior of the Premises; (iii) does not result in a violation of, or require a change in, any such Alterations to Landlord. All Alterations in or to certificate of occupancy for the Building; (iv) does not affect any area of the Building outside of the Premises; (v) does not adversely affect the curtain wall of the Building; (vi) does not affect the gross area of the Premises other than to which a de minimis extent; and (vii) does not, in Landlord's sole judgment, adversely affect the character or value of the Building. (b) Landlord consents shall be made by Tenant at entitled to retain independent consultants to review the plans and specifications for and the progress of construction of Alterations and to reimbursement from Tenant’s sole cost and expense as follows: , within ten (a10) Tenant shall submit to Landlorddays after request therefor, for Landlord’s all of the fees of such consultants and other out-of-pocket costs incurred by Landlord in connection with such proposed Alteration. Tenant shall, prior written approvalto commencing any work in the Premises in connection with any Alteration, the nature of which would under good construction industry practice or Legal Requirements (as such term is hereinafter defined) involve the preparation of plans and specifications, furnish Landlord with three (3) sets of complete plans and specifications for all work such work. Landlord agrees to be done by ▇▇▇▇▇▇. Such use reasonable efforts, consistent with industry practice and the scope of such proposed Alteration, to respond to Tenant's request for consent to its plans and specifications for Alterations within (i) fifteen (15) Business Days after submission thereof to Landlord in the case of the original submission and (ii) ten (10) Business Days in the case of any resubmission of disapproved plans. 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. Any Alterations for which consent has been received shall be prepared by responsible licensed architect(s) performed in accordance with plans and engineer(s) specifications approved in writing by Landlord, and no amendments or additions thereto shall be made without the prior written consent of Landlord in each instance, which consent shall be granted or withheld in accordance within the same time frames in granting initial consent to the applicable Alterations. (c) Tenant agrees that all Alterations shall at all times comply with all applicable codes, laws, ordinances, Legal Requirements and any rules and regulationsregulations which Landlord may adopt from time to time with respect to the making of Alterations. Tenant, at its expense, shall not adversely affect (i) obtain all necessary municipal and other governmental permits, authorizations, approvals and certificates for the basic Building shell commencement and prosecution of such Alterations and for final approval thereof upon completion, (ii) deliver the originals thereof to Landlord and (iii) cause all Alterations to be performed in a good and first-class workmanlike manner, using new materials and equipment at least equal in quality to a first-class office installation in a first-class office building located in the Borough of Manhattan in the City of New York. (d) Landlord or its agent, at Tenant's expense and upon request of Tenant, shall execute any systemsapplications for any permits, components approvals or elements certificates required to be obtained by Tenant (wherein such Landlord signature is required) in connection with any permitted Alteration (provided that the provisions of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, applicable Legal Requirement require that Landlord execute such application) and shall be otherwise satisfactory to Landlord cooperate with Tenant in Landlord’s reasonable discretion. connection therewith, provided that if Landlord shall respond to ▇▇▇▇▇▇’s plans incur any cost or liability in connection therewith, Tenant shall reimburse Landlord for all such costs, expenses and specifications (and to any resubmittal of plans) liabilities within ten (10) business days after receipt of Landlord’s receipt thereof; provided 's invoice therefor. (e) Tenant agrees that ▇▇▇▇▇▇▇▇’s non-response all Alterations shall be deemed disapproval promptly commenced and completed and shall be performed at other than during Business Hours of Business Days and then only in a manner so as not to interfere with the occupancy of any other tenant or delay Landlord in the construction, maintenance, cleaning, repair, safety, management, security or operation of the plans Building or the space of any other tenant in the Building, and specificationsif any additional expense shall be incurred by Landlord as a result of Tenant's making of any Alterations, Tenant shall pay such additional expense within ten (10) days after demand therefor. (f) No Alterations shall be constructed (i) except under the supervision of a licensed architect or licensed professional engineer reasonably satisfactory to Landlord and (ii) in the event of an Alteration in excess of $50,000.00 prior to Tenant delivering to Landlord either (y) a performance bond and a labor and materials payment bond (issued by a surety company reasonably satisfactory to Landlord and licensed to do business in the State of New York) each in an amount equal to one hundred twenty-five percent (125%) of such estimated cost and otherwise in form satisfactory to Landlord or (z) such other security as shall be satisfactory to Landlord. (g) All contractors retained by Tenant shall be subject to the prior written approval of Landlord. Tenant shall not permit the use of any contractors, labor, material or equipment in the performance of any work if such use, in Landlord's sole judgment, will disturb harmony with any trade engaged in performing any other work in and about the Building or contribute to any labor dispute. Landlord may also requirerequire the use of designated Building Engineers or Contractors for specified work which will or may affect any Building Systems. (h) Tenant shall indemnify and hold Landlord harmless from and against all costs (including, as a condition to its consent without limitation, attorneys' fees and disbursements), losses, liabilities or causes of action arising out of or relating to any AlterationsAlteration, that including, without limitation, any architect retained by Tenant mechanics' or materialmen's liens asserted in connection with such Alterations Alteration. (i) Should any mechanics' or other liens be certified filed against the Building or any portion of the Building by reason of Tenant's acts or omissions or because of a claim against Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within ten (10) Business Days after notice from Landlord. Any such failure by Tenant to cancel or discharge said lien or liens within said ten (10) Business Day period shall constitute a material default under this Lease, whereupon Landlord may cancel or discharge the same and upon Landlord's demand Tenant shall reimburse Landlord on demand for all reasonable costs (including, without limitation, legal fees and expenses) incurred in canceling or discharging such liens. (j) Throughout the making of all Alterations, Tenant, at its expense, shall carry or cause to be carried all such forms of insurance as a Certified Access Specialist set forth in Exhibit D attached hereto, including but not limited to (CASp), and that following the completion of i) worker's compensation insurance in statutory limits covering all persons employed in connection with such Alterations, (ii) builder's risk property insurance, completed value form, covering all physical loss (including any loss of or damage to supplies, machinery and equipment) in connection with the making of such architect Alterations and (iii) commercial general liability insurance, with completed operations endorsement, covering any occurrence in or about the Building in connection with such Alterations, which comprehensive liability insurance policy shall certify satisfy the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55requirements of Sections 17.03 and 17.

Alterations. 8.1 The Tenant shall will not make alter or permit any alterations, additions, modifications or improvements in or to alteration of the Premises or any part portion thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s 's prior written consentapproval; provided, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout however, the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if shall not be required for any alteration that satisfies all of the total cost following criteria (a “Minor Alteration”): (i) costs less than $50,000 in any one instance; (ii) is Twenty-Five Thousand Dollars not visible from outside the Premises or Building; ($25,000.00iii) or less and it will not affect in any way the structural, exterior, entry Building Systems or roof elements structure of the Project or Building; and (iv) does not require a permit from the Premises, or the mechanical, electrical, plumbing, utility or life safety systems applicable governmental agency(ies). The Tenant's request for such consent (if required by this Lease) shall be in writing and accompanied by an adequate description of the Projectcontemplated work, but Tenant shall give prior written notice of any such Alterations to Landlordand where appropriate, professionally prepared working drawings, plans and specifications (the “Drawings”) therefor. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense conducted as follows: (a) Tenant shall submit in a good and workmanlike manner by contractors approved by the Landlord in advance; (b) in accordance with: (i) Drawings approved by the Landlord prior to Landlord, the commencement of any of the Alterations (excluding for Minor Alterations); (ii) the Landlord’s prior written design criteria manual for the Building; (iii) any conditions, regulations, procedures or rules imposed by the Landlord and in compliance with all Applicable Laws. The Landlord may elect to retain architects, environmental consultants and engineers to review such Drawings for the purpose of approving the proposed Alterations (it being understood that notwithstanding such approval, complete plans the Landlord shall have no responsibility with respect to the adequacy of such Drawings); (c) it is understood and specifications for all agreed that the Landlord may withhold or condition its consent in its reasonable discretion if any work to be done performed by ▇▇▇▇▇▇. Such plans the Tenant may affect the roof, exterior aesthetics, structure, or the electrical, mechanical, lighting, heating, ventilating, air-conditioning, sprinkler, fire protection or any life-safety systems of the Building (collectively, the “Building Systems”), and specifications shall be prepared any such work, if approved by responsible licensed architect(s) and engineer(s) approved in writing by the Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect be performed by contractors designated or approved by the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in which case the Tenant shall pay the Landlord’s 's reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also requirecost, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55.Additional Rent;

Alterations. 8.1 Except for any initial improvement of the Demised Premises pursuant to Exhibit "D", which shall be governed by the provisions of said Exhibit "D", Tenant shall not make make, suffer or permit to be made any alterations, additions, modifications additions or improvements in to or to of the Demised Premises or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises)thereof, or attach any fixtures or equipment thereto (collectively, “Alterations”)thereto, without first obtaining Landlord’s prior 's written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that Tenant shall have the right, without obtaining Landlord's consent, to install or move low voltage telephone lines and local area network lines within and which serve the Demised Premises, so long as such actions do not affect the service of any other tenant of the Building and do not affect the Building Systems, and such work is done by an electrician (or other professional, as appropriate, and which may be an employee of Tenant) consented to by Landlord (with such consent as to the identity of such a person applying to subsequent work of the same or similar type by such person), and Tenant shall also be entitled to perform work within the Demised Premises, with notice to, but not to be unreasonably withheld. The distribution the consent of, Landlord as long as (i) the cost of electrical outlets throughout the open space such work does not exceed, in the Premises aggregate, $20,000.00; (“Tenant’s Initial Alterations”b) as shown on Exhibit B attached hereto such work does not adversely affect the structural components of the Building or the Building's systems; (c) such work is not visible from the exterior of the Demised Premises; (d) the terms and conditions of this Lease are hereby approvedotherwise complied with; and (e) Tenant delivers to Landlord, upon the completion of such work, complete, as-built plans and specifications for the work performed, if available. Notwithstanding the preceding sentence, Tenant may make such Alterations also hang white boards, cork boards, pictures and other typical corporate wall adornments of various sizes as is customary without Landlord’s consent only if 's prior consent, and Tenant will retain ownership and title to all such items at all times and shall not be liable to remove or repair the total cost is Twenty-Five Thousand Dollars ($25,000.00) effects of anchors and other devices used to hang such items at Lease termination. Any such alterations, additions or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or improvements to the Demised Premises consented to which by Landlord consents shall be made by Landlord or under Landlord's supervision for Tenant's account (at 10(cent) per square foot of Rentable Floor Area affected by such work, if Tenant does the work, [which Tenant may elect to do], and at 5% of the entire cost of the work, if Landlord supervises and coordinates such work) and Tenant shall reimburse Landlord for all costs thereof, as Rent, within thirty (30) days after receipt of a statement. All such alterations, additions and improvements shall become Landlord's property at the expiration or earlier termination of the Lease Term and shall remain on the Demised Premises without compensation to Tenant unless Landlord elects by notice to Tenant’s , at the time Landlord responds to Tenant as to whether or not such alterations may be constructed in or made to the Demised Premises, to have Tenant remove such alterations, additions and improvements, in which event, notwithstanding any contrary provisions respecting such alterations, additions and improvements contained in Article 32 hereof, Tenant shall promptly restore, at its sole cost and expense as follows: (a) Tenant shall submit to Landlordexpense, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition Demised Premises to its consent condition prior to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion installation of such Alterationsalterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55additions and improvements, normal wear and tear excepted.

Alterations. 8.1 Tenant shall not make have the right at any alterationstime and from time to time during the term of this Lease to make, additionsat its sole cost and expense, modifications changes and alterations in, to or improvements of the Building, subject, however, in or all cases to the Premises following which Tenant covenants to observe and perform: (a) No change or any part thereof (including, without limitation, any initial improvements that may be constructed by Tenant alteration involving in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution aggregate a cost of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is more than Twenty-Five Thousand Dollars ($25,000.0025,000) shall be undertaken without the prior written consent of Landlord, and until plans and specifications have first been submitted to and approved in writing by Landlord and Landlord shall have been given the opportunity to go into the Leased Premises to post notice of non-responsibility and record verified copies thereof in connection with such changes and alterations. (b) No change or alteration involving removal of any part of any load-bearing wall, column, girder or other support of the Building (herein referred to as a "structural change or alteration") or less and it will not affect any change or alteration in connection with any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents restoration required by Section 16 hereof shall be made without the prior written consent of Landlord. Every structural change or alteration shall be constructed under the supervision of a licensed architect or a trained professional engineer selected by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, and no such structural change or alteration shall comply be made except in accordance with plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and approved in writing by Landlord. (c) No change or alteration of any type shall be undertaken until Tenant shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations of any federal, state or municipal government or departments or subdivisions of any of them, having jurisdiction. Landlord shall join in the application for such permits or authorizations whenever such action is necessary, provided, however, that Landlord shall incur no liability or expense in connection therewith. Any change or alteration shall be made promptly and in a good and workmanlike manner and in accordance with all applicable codes, permits and authorizations and building and zoning laws and with all other laws, ordinances, rules orders, rules, regulations and regulationsrequirements of all federal, shall not adversely affect the basic Building shell state and municipal governments, any national or local Board of Fire Underwriters, or any systemsother body hereafter exercising functions similar to those of any of the foregoing. (d) Any change or alteration shall, components when completed, be of such a character as not to materially reduce the value and usefulness of the Building below its value and usefulness immediately before such change or elements alteration. (e) During the period of construction of any change or alteration to or of the Building, Tenant shall maintain or cause to be maintained the following insurance: (i) The comprehensive general liability and property damage insurance provided for in subparagraph a of Section 7.02 shall be maintained for the limits specified thereunder and shall provide coverage for the mutual benefit of Landlord and Tenant as named insureds in connection with any change or alteration permitted pursuant to this Section 15. (ii) Fire and any other applicable insurance provided for in Section 7 which policy or policies by endorsement thereto, if not then covered under the provisions thereof, shall also insure any change or alteration, including all materials and equipment therefor incorporated in, on or about the Leased Premises (including excavations, foundations, and footings) under a broad form sufficient all risks builder's risk completed value form or equivalent thereof; and (iii) Worker's compensation insurance covering all persons employed in connection with the work and with respect to secure whom death or bodily injury claims could be asserted against Landlord, Tenant or the Leased Premises, with statutory limits as then required under the laws of the State of Texas. The provisions of all applicable sections of Section 7 of this Lease shall apply to all insurance provided for in this section. (f) Landlord hereby approves, subject to the approval of all government authorities with jurisdiction over the approval thereofAgent (as defined in that certain Purchase Agreement by and among KPR Holdings, Inc., and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans the Shareholders of RKR-GP, Inc., and specifications (and to any resubmittal Foodbrands America, Inc., dated as of plansNovember 14, 1995 ["Purchase Agreement"]) within ten (10) business days of Landlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval the performance of the plans and specifications. Landlord may also require, as a condition work required to its consent be performed to any Alterations, that any architect retained make the capital improvements required to be made by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following Section 2.07(d) of the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Purchase Agreement.

Alterations. 8.1 11.1 Tenant shall not paint the Premises or make any alterations, additions, modifications or other improvements in or to the Premises or install any part thereof (includingequipment of any kind that shall require any alterations or additions or affect the use of the Project’s water system, heating system, plumbing system, air-conditioning system, electrical system or other mechanical system, or install any telephone antennae on the roof, in the windows or upon the exterior of the Building without limitation, the prior written consent of Landlord. If any initial improvements that may be constructed such alterations or additions are made by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to Landlord may correct or remove them and Tenant shall be unreasonably withheld. The distribution of electrical outlets throughout the open space liable for any and all costs and expenses incurred by Landlord in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approvedcorrection or removal of such work. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less All plans and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of specifications for any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents work shall be made prepared by Tenant at Tenant’s sole expense and shall thereafter be submitted to Landlord for its review. All alterations and additions to the Premises shall be performed by Landlord, or Landlord’s contractor, unless Landlord shall otherwise agree in writing. If any alterations or additions are not, with Landlord’s consent, performed by Landlord or its contractor, Tenant shall nevertheless pay Landlord a fee of ten percent (10%) of the total cost of the work to be performed, payable five percent (5%) prior to the beginning of the work and expense the remaining five percent (5%) upon completion of the work. Such fee is to compensate Landlord for coordinating Tenant’s contractor’s use of the Project’s systems and for access to the electrical, mechanical and telephone closets, as follows: necessary. As a further condition of Landlord’s consent to the use of Tenant as contractor, Tenant or Tenant’s contractor must evidence insurance coverage to include: (a) Worker’s Compensation Coverage and (b) Comprehensive General Liability and Property Damage insurance in the amount of not less than Two Million Dollars ($2,000,000.00) in the aggregate. All work with respect to such alterations and additions shall be done in a good and workmanlike manner and diligently prosecuted to completion to the end that Premises shall at all times be a complete unit except during the period necessarily required for such work. Tenant shall submit to Landlord, for Landlordnot permit a mechanic’s prior written approval, complete plans and specifications for all work lien(s) to be done placed upon the Premises, the Building or the Project as a result of any alterations or improvements made by ▇▇▇▇▇▇. Such plans it and specifications shall agrees, if any such lien be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements filed on account of the Buildingacts of Tenant, shall be in a form sufficient promptly to secure pay the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory same. If Tenant fails to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) discharge such lien within ten (10) business days of its filing, then, in addition to any other right or remedy of Landlord’s receipt thereof; provided , Landlord may, at its election, discharge the lien. Tenant shall pay on demand any amount paid by Landlord for the discharge or satisfaction of any such lien, and all attorneys’ fees and other costs and expenses of Landlord incurred in defending any such action or in obtaining the discharge of such action or in obtaining the discharge of such lien, together with all necessary disbursements in connection therewith. Tenant hereby expressly recognizes that ▇▇▇▇▇▇▇▇’s non-response in no event shall it be deemed disapproval the agent of Landlord and no contractor of Tenant shall by virtue of its contract be entitled to assert any lien against the Premises, Building or Project. All alterations or additions shall become a part of the plans realty and specifications. surrendered to Landlord may also requireupon the expiration or termination of this Lease, unless Landlord shall at the time of its approval of such work require removal or restoration on the part of Tenant as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55approval.

Alterations. 8.1 From and after the Delivery Date, Tenant shall not have the right from time to time to make any such additions, repairs, alterations, additionschanges or improvements, modifications or improvements in in, on or to the Premises Premises, as Tenant may deem necessary or any part thereof proper (including, without limitationbut not limited to, any initial improvements that may be constructed by Tenant the installation of trade fixtures, above and/or below ground storage tanks [subject to Tenant's compliance with the provisions of Paragraph 5.4 above with respect to such storage tanks], service bays, equipment, and partitions required or used from time to time in the Premises prior to first commencing connection with Tenant's business operations in the Premises, and Signs and Communication Equipment described in Article 4 above), subject, however, to the following conditions: (i) no work done by Tenant shall lessen the market value of the Premises; (ii) Tenant shall pay promptly for all such work done by it or attach any fixtures or equipment thereto upon its order subject to Landlord's contribution of the Tenant Improvement Allowance pursuant to Exhibit C, to the extent applicable thereto; (collectively, “Alterations”iii) Tenant shall construct all such alterations in compliance with all Applicable Laws and pursuant to a valid building permit (if required for the work to be performed by Tenant), without ; (iv) Tenant shall obtain Landlord’s 's prior written consent, such consent which shall not to be unreasonably withheld. The distribution , conditioned or delayed, with respect to any such alterations (including Tenant's Signs and Communication Equipment) (A) made to or affecting the structural components of electrical outlets throughout the open space in Building, or (B) which adversely affect the Premises roof or exterior appearance of the Building; (“Tenant’s Initial Alterations”v) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding if any such work affects the preceding sentenceroof of the Building, Tenant may make shall perform such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars work ($25,000.00A) or less and it in a manner which will not affect void the roof warranty, and (B) if BIG 5 WAREHOUSE RIVERSIDE, CALIFORNIA material in any way the structuralnature, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by only ▇▇▇▇▇ ▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within ten (10) business days of Landlord’s receipt thereof; provided that ▇ ▇▇▇▇▇▇▇▇’s non▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇rd's outside independent roof consultant (who Landlord shall make reasonably available to Tenant to permit Tenant to timely perform such work), and Tenant shall reimburse Landlord for the reasonable fees of such consultant in providing such supervision services within thirty (30) days after invoice from Landlord; and (vi) any such work performed after the Delivery Date but prior to the Commencement Date shall not unreasonably interfere with the completion of Landlord's Work by Landlord and Landlord's contractors and shall be performed pursuant to a mutually approved schedule therefor as set forth in Exhibit C. In the event Landlord's prior consent is required for Tenant's alterations pursuant to clause (iv) hereinabove, Landlord shall notify Tenant of its approval or reasonable disapproval within ten (10) days after Tenant's request therefor; if Landlord fails to notify Tenant of Landlord's approval or disapproval within such 10-response day period, and such failure continues for an additional five (5) business days after notice thereof from Tenant, Landlord shall be deemed disapproval to have approved the proposed alterations. Nothing contained herein shall be construed to require Tenant to: (1) remove any alterations or improvements made by or on behalf of Tenant to or at the plans Premises, although (x) Tenant shall have the right to remove any such alterations and/or improvements made by or on behalf of Tenant, so long as Tenant repairs, at its expense, any damage to the Premises resulting from such removal, and specifications. (y) with respect to any alterations which are other than Landlord's Work, Landlord may also require, require Tenant to remove same at the expiration or earlier termination of this Lease so long as a condition to its consent to any Alterations, that any architect retained by Landlord notifies Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterationsremoval request within ten (10) days after Tenant notifies Landlord of such alterations work, in which case Tenant, at Tenant's expense, shall cause such architect shall certify alterations to be removed on or before the expiration or sooner termination of this Lease and repair any damage to the Premises as meeting all applicable construction-related accessibility standards pursuant resulting from such removal; or (2) make or pay for any repair, alteration, improvement, or addition, or to California Civil Code section 55do any other act or thing which Landlord is required to make or do under any provision of this Lease, or which is required or becomes necessary at any time because of any failure of Landlord to perform any of its obligations hereunder.

Alterations. 8.1 9.1 Tenant shall not 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 any alterations, additions, modifications or improvements Alterations in or to the Premises or any part thereof (including, without limitation, any initial improvements that the Building except as may be constructed by Tenant otherwise expressly provided in the Premises prior to first commencing business operations in the Premises), or attach this Lease and any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but exhibits hereto. 9.2 Tenant shall give prior written notice of not make or permit anyone to make any such Alterations to Landlord. All Alterations in or to the Premises or the Building without the prior written consent of Landlord, which consent may be withheld or granted in Landlord's sole and absolute discretion with respect to Structural and System Alterations and any Alterations which Landlord consents 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 at Tenant’s sole cost and expense as follows: shall be made: (a) Tenant shall submit to Landlordin a good, for Landlord’s prior written approvalworkerlike, complete plans first‑class and specifications for all work to be done prompt manner; (b) using new or comparable materials only; (c) by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) a contractor reasonably approved in writing by Landlord, shall comply ; (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 all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s 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 any resubmittal deliver to Landlord written, unconditional, full or partial (as applicable) waivers of plans) 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 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 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 (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’s , 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 Premises or the Building, fire and life safety system, the roof of the Building, or any areas outside of the Premises shall, at 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 five percent (5%) of the total cost of such Alteration. Promptly after the completion of an Alteration for which working 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 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 and correct such Alterations and restore the Premises and the Building. All Alterations to the Premises 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 expiration or earlier termination of the Lease Term; provided, however, that (a) if Tenant is not in default under this Lease, then Tenant shall have the right to remove, prior to the expiration or earlier termination of the 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 thereofof 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; provided that ▇▇▇▇▇▇▇▇’s non-response 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 disapproval 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, 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 the plans and specifications. Lease Term, the same shall at Landlord's option be deemed abandoned or become the property of Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection be surrendered with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting a part thereof; provided, however, that Landlord shall have the right at Tenant's expense to remove from the Premises any or all applicable construction-related accessibility standards pursuant such items or to California Civil Code section 55require Tenant to do the same, 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.

Alterations. 8.1 A. Except for interior, nonstructural alterations costing less than Twenty-five Thousand Dollars ($25,000.00) to perform, Tenant shall not make make, or allow to be made, any alterations, physical additions, modifications improvements or improvements in partitions, in, about or to the Premises ("ALTERATIONS") without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or 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 part thereof Regulations (including, without limitation, the Americans With Disabilities Act) unless Tenant agrees to perform the same at its sole cost and expense; and (c) will not interfere with the use and occupancy of any initial improvements that other portion of the 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 (which consent shall not be unreasonably withheld, delayed or conditioned) 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 reasonable 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. If Landlord does not respond in writing within ten (10) days of receipt of Tenant's plan, stating with specificity its reasons therefor, Tenant shall deliver a second notice to Landlord, stating in bold type on the first page thereof "URGENT - DELAY NOTICE," which notice may be constructed delivered by facsimile to Landlord at Landlord's Notice Address and as otherwise set forth in Paragraph 32, and if Landlord fails to respond within five (5) days thereafter, Landlord's consent shall be deemed given. Tenant shall at Tenant's sole expense, 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. Tenant shall reimburse Landlord for all third-party costs which Landlord may reasonably and actually 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, to the extent 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, 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 in which Landlord indicated at the time consent thereto was granted would have to be removed and restore the Premises by the expiration or earlier termination of this Lease, to their condition existing prior to first commencing business operations 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 attach any fixtures increase in any of the foregoing based on such Alterations. To the extent that any such taxes are not separately assessed or equipment thereto (collectivelybilled to Tenant, “Alterations”)Tenant shall pay the amount thereof as invoiced to Tenant by Landlord. The work necessary to make such Alterations shall be performed by employees, without contractors or space planners employed by Landlord or, with Landlord’s 's prior written consent, such which consent shall not to be unreasonably withheld, delayed or conditioned, by space planners and/or contractors licensed in California which are employed by Tenant. The distribution of electrical outlets throughout In addition, if Landlord elected at the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s time consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of to any such Alterations was granted to Landlord. All require that any such Alterations in be removed by Tenant upon the expiration or earlier termination of the Term, 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 such Alterations and restoring the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole their original condition such cost and expense as follows: (a) Tenant shall submit to Landlord, include a reasonable charge for Landlord’s prior written approval's overhead and profit as provided above, complete plans and specifications for all work to such amount may be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect deducted from the basic Building shell Security Deposit or any systemsother sums or amounts held by Landlord under this Lease. B. In compliance with Paragraph 27 hereof, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) within at least ten (10) business days before beginning construction of Landlord’s receipt thereof; provided any Alteration, Tenant shall give Landlord written notice of the expected commencement date of that ▇▇▇▇▇▇▇▇’s construction to permit Landlord to post and record a notice of non-response responsibility. Upon substantial completion of construction, if the law so provides, Tenant shall cause a timely notice of completion to be deemed disapproval recorded in the office of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant recorder of the county in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following which the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Building is located.

Alterations. 8.1 Tenant (a) If any such alteration, decoration, addition or improvement is made without the prior written consent of Lessor, Lessor may correct or remove the same, and Lessee shall not make be liable for any and all expenses incurred by Lessor in the performance of this work. All alterations, additionsdecorations, modifications additions or improvements in or to the Demised Premises or any the building made by either party shall immediately become the property of Lessor and shall remain upon and be surrendered with the Demised Premises as part thereof (includingat the end of the term hereof without disturbance, molestation or injury. Except as provided in this Lease Agreement, Lessee will not make or permit anyone to make any alterations, decorations, additions or improvements, structural or otherwise, in and to the Demised Premises, without limitationthe prior written consent of Lessor. (b) Lessee agrees to obtain and deliver to Lessor written and unconditional waivers of mechanic's liens upon the real property of which the Demised Premises is a part, for all work, labor and services to be performed and materials to be furnished by them in connection with such work, signed by all contractors, subcontractors, materialmen and laborers to become involved in such work. (c) If notwithstanding the foregoing, any initial improvements that may be constructed by Tenant in mechanic's lien is filed against the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Demised Premises, or real property of which the mechanicalDemised Premises are a part, electricalfor work claimed to have been done or for materials claimed to have been furnished to Lessee, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alterations to Landlord. All Alterations in or to the Premises to which Landlord consents mechanic's lien shall be made discharged by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with all applicable codes, laws, ordinances, rules and regulations, shall not adversely affect the basic Building shell or any systems, components or elements of the Building, shall be in a form sufficient to secure the approval of all government authorities with jurisdiction over the approval thereof, and shall be otherwise satisfactory to Landlord in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to any resubmittal of plans) Lessee within ten (10) business days thereafter, at Lessee's sole expense, by the payment thereof or by filing any bond required by law. If Lessee shall fail to discharge any such mechanic's lien, Lessor may, at their option, discharge the same and treat the cost thereof as additional rent payable with the monthly installment of Landlord’s receipt thereofrent next becoming due; provided it being hereby expressly covenanted and agreed that ▇▇▇▇▇▇▇▇’s non-response such discharge by Lessor shall not be deemed to waive, or release, the default of Lessee in not discharging the same. Lessee agrees to indemnify and hold Lessor harmless from and against any and all expenses, liens, claims or damages to persons or property which may or might arise by reason of the making of any such alterations, decorations, additions or improvements. (d) All types of alterations of any kind whatsoever with respect to the Demised Premises which have been commenced after January 1, 1999, and any alterations commenced after the Effective Date of this Agreement, shall be deemed disapproval at the sole cost and expense of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant in connection with such Alterations be certified as a Certified Access Specialist (CASp), and that following the completion of such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to California Civil Code section 55Lessee.

Alterations. 8.1 (a) Tenant shall not make or allow to be made to the Premises any alterations, additionsimprovements, modifications installations, additions or improvements in or to other physical changes, including the Premises or any part thereof installation of fixtures (includingeach, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (an “Alteration”; collectively, “Alterations”), or place safes, vaults, filing systems, libraries or other heavy furniture or equipment within the Premises, without first obtaining the written consent of Landlord to the performance of such Alteration and the plans and specifications therefor, but such consent shall not be withheld by Landlord if (i) such improvements (A) are nonstructural in nature, do not affect the exterior of the Building, (B) would not, in Landlord’s prior written consentreasonable judgment, affect, impair or reduce the performance of any portion of the Building electrical, HVAC, plumbing, security or other systems, (C) would not require Tenant to obtain a building permit or other governmental approval, and (D) would not cost, in the aggregate, in excess of $50,000.00 (except if such Alterations are purely decorative in nature, such consent as carpeting, painting, window treatments, or wallpaper and are removable without damage to the Premises, then this clause (D) shall not apply) and (ii) Tenant gives written notice to Landlord of such work in reasonable detail a reasonable period (but in no event less than ten (10) business days) prior to performing the same. Landlord shall be entitled to retain independent architects, engineers and designers to review the plans and specifications for, and the progress of construction of, any proposed Alteration or Initial Improvement, and Tenant shall reimburse Landlord within ten (10) days after request therefor, for all of the actual fees of such retained parties. All contractors retained by Tenant for Alterations shall be subject to the prior approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. The distribution Tenant shall use all commercially reasonable efforts to ensure that neither it nor its laborers disturb the harmony with any trade engaged in performing any other work in and about the Real Property or contribute to any labor dispute. Tenant shall deliver to Landlord a copy of electrical outlets throughout final “as built” plans and specifications showing the open space actual construction of all Alterations and Initial Improvements. (b) Prior to making any proposed Alteration and in the Premises accordance with Landlord’s then standard Building regulations with respect to Alterations, Tenant shall (“Tenanti) promptly submit and, if necessary, re-submit to Landlord detailed plans and specifications (including layout, architectural, mechanical and structural drawings) until Tenant shall have obtained Landlord’s Initial Alterations”approval thereof, which shall not be unreasonably withheld, conditioned or delayed and (ii) furnish to Landlord duplicate original policies of workers’ compensation and comprehensive liability insurance from both Tenant and its contractors in such form, with such companies and in such amounts as Landlord may require, naming Landlord and its agents and contractors and any Superior Mortgagees and Superior Lessors as additional insureds. Landlord may impose such reasonable conditions with respect to any Alteration (in addition to those expressly provided in this Lease) as shown on Exhibit B attached hereto are hereby approvedto guaranty of completion and payment as may be appropriate prior to consenting to any such Alteration. Notwithstanding In no event shall Landlord be required to consent to any Alteration which would physically affect any part of the preceding sentenceexterior of the Building or would, Tenant may make such Alterations without in Landlord’s consent only if reasonable judgment, adversely affect the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in proper functioning of any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanicalheating-ventilation-airconditioning, electrical, plumbing, utility sanitary or life safety other mechanical systems or the structure of the Project, but Tenant shall give prior written notice Building. If any Alteration requires the filing of any plans with any governmental agencies, Landlord shall reasonably cooperate, at Tenant’s sole cost and expense, in effecting such Alterations to Landlord. filing. (c) All Alterations in or (if and to the Premises extent performed by Tenant and except to which Landlord consents the extent reimbursed out of Landlord’s Contribution) shall be made by Tenant (i) at Tenant’s sole cost and expense as follows: (subject to Landlord’s express obligations hereunder to contribute thereto), in a good and first-class workmanlike manner, (ii) using new materials and equipment which shall be at least equal in quality to the standards for the building then established by Landlord, in accordance with (a) Tenant all applicable Legal Requirements, (b) all applicable Insurance Requirements and (c) the terms of this Lease, including this Section 4.02, and (iv) shall submit be commenced promptly after approval is received and thereafter prosecuted diligently to Landlord, completion. Any Alteration for Landlord’s prior written approval, complete which consent has been received shall be performed strictly in accordance with the approved plans and specifications for all work therefor, and no amendments or additions thereto shall be made without the prior consent of Landlord. (d) No approval of plans or specifications by Landlord or consent by Landlord allowing Tenant to make any Alteration shall in any way be deemed to be done an agreement by ▇▇▇▇▇▇Landlord that the contemplated Alteration complies with any Legal Requirement, Insurance Requirement or the certificate of occupancy for the Building (if any), nor shall it be deemed to be a waiver by Landlord of Tenant’s obligation to comply with the terms of this Lease. Such plans and specifications Nothing in this Lease shall be prepared by responsible licensed architect(s) and engineer(s) approved deemed or construed in writing by any way as constituting the consent or request of Landlord, shall comply with all applicable codesimplied, lawsby inference or otherwise, ordinancesto any contractor, rules and regulationssubcontractor, shall not adversely affect laborer or materialman or for the basic performance of any labor or the furnishing of any materials for any specific improvements or alteration to, or repair of, the Premises, the Building shell or any systemspart thereof, components nor as giving Tenant any right, power or elements authority to contract for, or permit the rendering of, any services or the furnishing of any materials, that would give rise to the filing of any mechanic’s liens against Landlord’s interest in any of the BuildingReal Property. Notice is hereby given that neither Landlord nor Landlord’s agents, nor any Superior Lessor or Superior Mortgagee, shall be in a form sufficient liable for any labor or materials furnished or to secure the approval of all government authorities with jurisdiction over the approval thereofbe furnished to Tenant upon credit, and that no mechanic’s or other lien for such labor or materials shall be otherwise satisfactory attach to or affect any estate or interest of Landlord or any Superior Lessor or Superior Mortgagee in Landlord’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (and to the Premises or the Real Property. (e) Tenant shall indemnify and hold Landlord harmless from and against all costs (including attorneys’ fees and disbursements) and expenses of suits, losses, liabilities or causes of action arising out of or relating to, any resubmittal of plans) within ten (10) business days of LandlordAlteration or Initial Improvement, including but not limited to, any mechanics’ or materialmen’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-response shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to its consent to any Alterations, that any architect retained by Tenant liens asserted in connection with such Alterations Alteration or Initial Improvement that is performed by or for Tenant unless the same resulted from the negligence or other tortious acts of Landlord or its agents, employees or contractors. (f) Should any mechanics’ or other liens be certified as filed against any portion of the Real Property by reason of Tenant’s acts or omissions or because of a Certified Access Specialist claim against Tenant, Tenant shall cause the same to be canceled or discharged of record or substitute a bond or otherwise within thirty (CASp30) days after notice from Landlord. If Tenant shall fail to cancel or discharge or substitute a bond for said lien or liens within said thirty (30) day period, Landlord may cancel or discharge the same and upon Landlord’s demand, Tenant shall reimburse Landlord for all costs incurred in canceling or discharging such liens. (g) Subject to the last sentence of this Section 4.02(g), no signs, numerals, letters, plaques, flags or other graphics shall be used, installed or permitted on the exterior of, or which may be visible from outside, the Premises, unless first approved by Landlord in writing. Such approval shall not be unreasonably withheld, conditioned or delayed with respect to the foregoing or to the sign identification to be placed on the sides of the Building facing East Avenue and the train station (and if Tenant so elects, the other sides thereof), and that following the completion interior of such Alterations, such architect shall certify the Premises lobby of the Building and on all building directories so long as meeting the same complies with all applicable constructionLegal Requirements and shall be professionally prepared and installed at Tenant’s sole expense. Tenant shall have the right, upon written request, to cause the Building to be identified throughout the Term as the “TN Technologies Building”, the “Modem Media Building” or such other name as may, from time to time reflect its corporate identity so long as the same is not inconsistent with the operation of a first-related accessibility standards pursuant to California Civil Code section 55class building in Fairfield County, Connecticut.